TO THE MEMBERS OF BILCARE LIMITED
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Bilcare Limited
("the Company"), which comprise the Balance Sheet as at March 31, 2023, and the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of
the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and the
accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2023, and its profit, total comprehensive income, its cash flows and the
changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under Section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described in the Auditors
Responsibility section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements
and ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basisfor our audit opinion on the standalone financial
statements.
Emphasis of Matter
We draw attention to Note 37 of the standalone financial statements, which state the
impact of the Discontinued Business as per Ind AS 105.
Our opinion is not modified in respect of the above matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
| S No |
Key Audit Matters |
Auditors Response |
| 1 |
Provisions and contingent liabilities relating to taxation, litigations, and claims
- refer note 35 of the standalone financial statements |
Our audit procedures included: |
|
The provisions and contingent liabilities relate to ongoing litigations and claims
with various authorities and third parties. These relate to direct tax, indirect tax,
transfer pricing arrangements, claims, general legal proceedings, environmental issues and
other eventualities arising in the regular course of business. |
Testing the design, implementation and operating effectiveness of key internal
controls around the recognition and measurement of provisions and re-assessment of
development of contingent liabilities. |
|
As at the year ended 31 March 2023, the amounts involved are significant. The
computation of a provision or contingent liability requires judgment by the Company
because of the inherent complexity in estimating future costs. The amount recognized as a
provision is the best estimate of the expenditure. The provisions and contingent
liabilities are subject to changes in the outcomes of litigations and claims and the
positions taken by the Company as it involves judgment and estimation to determine the
likelihood and timing of the cash outflows and interpretations of the legal aspects, tax
legislations and judgments previously made by authorities. |
Using our subject matter experts to assess the value of significant provisions and
contingent liabilities, on sample basis, in light of the nature of the exposures,
applicable regulations and related correspondence with the authorities, if any. |
|
|
Inquiring about the status in respect of significant provisions and contingent
liabilities with the Companys internal tax and legal team. We assessed the assumptions
and critical judgments made by the Company which impacted the computation of the
provisions and inspected the computation and estimates of outcome and financial effect. We
considered the judgment of the Company, supplemented by experience of similar decisions
previously made by the authorities and, in some cases, relevant advice given by the
Companys consultants. |
|
|
Evaluating agreements, other documentation and judgments made by the Company by
comparing the prior years outstanding to the actual outcome during the year. |
|
|
Assessing the Companys disclosures in the financial statements in respect of
provisions and contingent liabilities. |
| 2 |
Discontinued Business – Slump sale of the PPI division business undertaking on
a going concern basis – refer note 37 of the standalone financial statements |
Our audit procedures included: |
|
The Company as part of the strategic decision and with a view of consolidating the
business to avail the synergies sold its PPI division as a business undertaking on a
going concern basis to its subsidiary Caprihans India Limited on March 27, 2023 for a net
consideration of 213 Crores by way of 0.1% Redeemable Preference Shares. |
Verification of the basis and the various documents viz. business transfer agreement,
valuation reports, the TEV report and other related documents. |
|
Consequently, the Standalone financial statements as on March 31, 2023 represent the
balance post the transfer of the PPI division and the same are not comparable to the last
years figures. |
Verification of the PPI division financial statements and assessed the critical
judgements taken by the Management for the transfer of the said business undertaking. |
|
|
Assessed the significant entries and the supporting documents with respect to the
same. |
|
|
Assessing the Companys disclosure under Ind AS 105 in the financial statements. |
Other Information
The other information comprises the information included in the financial statements
but does not include the standalone Ind AS financial statements and our auditors report
thereon. The Companys Board of Directors is responsible for the other information. Our
opinion on the standalone Ind AS financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our
responsibility is to read the other information and, in doing so, consider whether such
other information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this
regard.
Managements Responsibility for the Standalone Ind AS Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these standalone financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the Indian Accounting Standards (Ind
AS) and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, Management is responsible for
assessing the Companys ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting, unless
the Management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
These Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibility
Our objectives are to obtain reasonable assurance about whether the standalone
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements. As part of an audit in
accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also: Identify and assess the risks of material
misstatement of the standalone financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of
such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated with
those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 of the Act.
e) On the basis of the written representations received from directors as on March 31,
2023 taken on records by Board of Directors, none of the Directors of the Company are
disqualified u/s 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A".
g) With respect to the other matters to be included in the Auditors report in
accordance with the requirements of section 197 (16) of the Act, as amended: In our
opinion and to the best of our information and according to the explanations given to us,
the remuneration paid by the Company to its Directors during the year is in accordance
with the provisions of section 197 of the Act. We further report that no remuneration has
been paid during the year to the Managing Director of the Company.
h) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements Refer Note 35 to the financial statements;
ii. As informed to us, the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses;
iii. There are no amounts to be transferred to the Investor Education and Protection
Fund by the Company.
iv. There is no dividend declared or paid during the year by the Company and hence
compliance with Section 123 of the Act is not applicable.
2. As required by the Companies (Auditors Report) Order, 2020 ("the Order")
issued by the Central Government of India, in terms of section 143 (11) of the Act, we
give in "Annexure B" a statement of the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.
For K.R.Miniyar & Associates
Chartered Accountants
Firm Registration No. 124806W
|
K.R. Miniyar |
|
Proprietor |
| Date: May 30, 2023 |
(Membership No.108015) |
| Place: Aurangabad |
UDIN: 23108015BGZEZC9736 |
‘ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE IND AS
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013
(Referred to in para 1 (f) under ‘Report on Other Legal and Regulatory
Requirements of our report of even date)
We have audited the internal financial controls over financial reporting of Bilcare
Limited ("the Company") as of March 31, 2023 in conjunction with our audit of
the standalone Ind AS financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the Companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the "Guidance Note") and the Standards on Auditing as specified under section
143(10) of the Act, to the extent applicable to an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls and issued by the Institute of
Chartered Accountants of India. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting were
established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A Companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
Companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management, override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given
to us, the Company has, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating
effectively as at March 31, 2023, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India.
For K.R.Miniyar & Associates
Chartered Accountants
Firm Registration No. 124806W
|
K.R. Miniyar |
|
Proprietor |
| Date: May 30, 2023 |
(Membership No.108015) |
| Place: Aurangabad |
UDIN: 23108015BGZEZC9736 |
‘ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory
Requirements of our report of even date) According to the information and explanations
given to us and on the basis of our examination of the records of the Company,
i. a. (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible
assets.
b. The Property, Plant and Equipment were physically verified by the Management at
reasonable intervals and no material discrepancies were noticed on such verification.
c. The title deeds, comprising all the immovable properties (other than immovable
properties where the Company is the lessee and the lease agreements are duly executed in
favor of the lessee) disclosed in the standalone financial statements are held in the name
of the Company.
d. The Company has not revalued its Property, Plant and Equipment (including
Right-of-use assets) or intangible assets during the year.
e. There are no proceedings against the Company for holding any benami property under
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii. (a) The inventory has been physically verified in a phased manner at reasonable
intervals during the year by the Management and no material discrepancies were noticed
that were more than 10% in the aggregate of each class of inventory on such physical
verification.
(b) The Company has not been sanctioned any working capital limits during the year, in
excess of five crore rupees, in aggregate, from banks or financial institutions on the
basis of security of current assets.
iii. The Company has not made investments in, provided any guarantee or security, or
granted any loans or advances in the nature of loans, secured or unsecured, to companies,
firms, Limited Liability Partnerships or any other parties. Accordingly, the sub-clauses
(a),(b),(c), (d), (e) and (f) are not applicable.
iv. The Company has given a corporate guarantee in favor of its subsidiary for the
loans raised by the subsidiary.
v. The Company has not complied with the provisions of sections 73 to 76 or any other
relevant provisions of the Companies Act and the rules made thereunder. As informed to us
and reported in earlier years, the matter is sub-judicious at NCLT as on March 31, 2023.
The liability has been taken over by CIL, the subsidiary company in line with the Business
Transfer Agreement as part of the slump sale for repayment through the Company.
vi. We have broadly reviewed the books of accounts maintained by the Company pursuant
to the rules prescribed by the Central Government for maintenance of cost records under
Section 148(1) of the Act in respect of its manufactured goods by the Company, however as
these pertain to PPI division which has been transferred during the year on a slump sale
basis to its subsidiary company, the Cost Audit is thus not required.
vii. a. The Company is generally regular in depositing undisputed statutory dues
including Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax,
Duty of Customs, Cess, and other statutory dues with the appropriate authorities. The
undisputed amounts payable in respect of the said dues were outstanding as at March 31,
2023 for a period more than six months from the date they became payable, are Tax Deducted
at Source of Rs. 20.98 lacs. The Company has a capital advance for purchase of land of Rs.
11,378.16 lacs on which no tax has been deducted at source under section 194-IA of Income
Tax Act, 1961.
b. Details of Income tax, Sales tax, Service tax, Customs Duty, Goods and Service Tax
and Cess which have not been deposited as on March 31, 2023 on account of disputes are
given below:
(. in lacs)
| Name of Statute |
Nature of Dues |
Forum where Dispute is pending |
Period to which the amount relates (Assessment Year) |
Gross Amount |
Amount paid under protest |
Amount Unpaid |
| Income Tax Act, 1961 |
Income Tax - Penalty |
CIT (Appeals) |
A.Y. 2017-18 |
33.15 |
– |
33.15 |
| Total of Income Tax Act 1961 (A) |
33.15 |
– |
33.15 |
| Finance Act, 1994 (Service Tax) |
Service tax Penalty |
CESTAT, Mumbai |
November 2012 to May 2015 |
33.91 |
33.91 |
– |
| Total of Finance Act 1994 (Service Tax) (B) |
33.91 |
*33.91 |
– |
| Total C =(A+B) |
67.06 |
33.91 |
33.15 |
*Amount reversed through GSTR -3B
viii. There were no transactions which were not recorded in the books of account and
which have been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (43 of 1961).
ix. (a) The Company has repaid all its borrowings to the lenders and is now debt free.
(b) The Company has not been declared wilful defaulter during the year.
(c) The Company has not obtained any term loans during the year.
(d) The Company has not raised any short-term funds during the year.
(e)The Company has not taken any funds from any entity or person to meet the
obligations of its subsidiaries.
(f) The Company has not raised any loans during the year on pledge of securities held
in its subsidiaries.
x. (a) The Company has not raised money by way of initial public offer or further
public offer (including debt instruments) during the year.
(b) The Company has not made any preferential allotment or private placement of shares
or convertible debentures during the year. However, the Company has subscribed to 0.1%
Redeemable Preference Shares issued by its subsidiary as sale consideration in kind for
the slump sale.
xi. (a) To the best of our knowledge, no fraud by the Company or any fraud to the
Company has been noticed or reported during the year.
(b) No report under sub-section (12) of Section 143 of the Act has been filed by the
auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.
(c) No whistle-blower complaints were received during the year by the Company.
xii. (a) The Company is not a Nidhi Company.
Accordingly, clause 3 (xii) (b) and (c) of the Order are not applicable.
xiii. Transactions with related parties are in compliance with section 177 and 188 of
Companies Act, 2013 where applicable and the details have been disclosed in the notes to
the standalone financial statements, as required by the applicable accounting standards.
xiv. (a) The Company has an internal audit system which is commensurate with the size
and nature of its business.
(b) The reports of the internal auditor issued till date for the period under audit
were duly considered for the observations therein.
xv. The Company has not entered into any non-cash transactions with directors or
persons connected with him and hence section 192 of the Act is not applicable to the
Company.
xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of
1934) are not applicable to the Company.
(b) The certificate of registration from RBI for non-banking financial or housing
finance activity is not applicable to the Company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations by
Reserve Bank of India. Accordingly, clause 3 (xvi) (d) of the Order is not applicable.
xvii. The Company has not incurred cash losses in the financial year and in the
immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities and other information accompanying
the financial statements, we believe that the Company is capable of meeting its
liabilities as and when they fall due.
xx. There is no unspent amount under sub section (5) of section 135 of the Companies
Act pursuant to any project. Accordingly, clauses 3 (xx) (a) and (b) of the Order are not
applicable.
For K.R.Miniyar & Associates
Chartered Accountants
Firm Registration No. 124806W
|
K.R. Miniyar |
|
Proprietor |
| Date: May 30, 2023 |
(Membership No.108015) |
| Place: Aurangabad |
UDIN: 23108015BGZEZC9736 |
+91-9892691696
