Mar 31, 2025
We have audited the accompanying standalone financial
statements of Dishman Carbogen Amcis Limited (âthe
Companyâ), which comprise the balance sheet as at 31st
March 2025, and the statement of Profit and Loss (including
Other Comprehensive income), statement of changes in equity
and statement of cash flows for the year then ended, on that
date and notes to the financial statements, including material
accounting policies and other explanatory information
(hereinafter referred to as âstandalone financial statementsâ).
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
Companies Act, 2013 (âthe Actâ) 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, (âInd Asâ) and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, its Loss including other
comprehensive Income, changes in equity and its cash flows
for the year ended on that date.
We conducted our audit of the standalone financials
statements in accordance with the Standards on Auditing
(SAs) as specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the
standalone financial statements 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 independence requirements that are
relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI''s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
a) We draw attention to Note 28 to the standalone financial
statements detailing the accounting treatment relating to
the scheme Involving merger of Dishman Pharmaceuticals
and Chemicals Limited and Dishman Care Limited with
Dishman Carbogen Amcis Limited, which has been
accounted in the year 2016-17 under the âPurchase
Methodâ as per the then prevailing Accounting Standard
14 - Accounting for Amalgamation (AS 14) in compliance
with scheme of Amalgamation pursuant to Section 391 to
394 of Companies Act, 1956 Approved by Hon''ble High
Court of Gujarat in accordance with the scheme, the
company had recognized goodwill on Amalgamation
amounting to ? 1,326.86 Crores which is amortized
over the period of 15 years from the appointed date i.e.,
January 01, 2015 to March 31, 2022 and revised life of 22
years during April 01, 2022 to March 31,2024.
Further, Board of directors has re-assessed the life of
goodwill during year, considering the benefits to be
available to the company going forward due to reasons
given in aforesaid note, has decided to amortize the
carrying value of ? 594.17 Crores as on April 01, 2024
over a revised life of 99 Years, starting from January 01,
2015. This change in estimate of life has been made
prospectively over the remaining useful life starting from
1st April, 2024. Had the useful life of the Goodwill not been
revised by the Board of Directors, the Depreciation and
Amortization expense for the year ended March 31, 2025
would have been higher by ? 39.10 Crores and profit
before tax for the quarter and Year ended March 31, 2025
would have been lower by equivalent amount.
Had the goodwill not been amortized as required under
Ind AS 103, the Depreciation and Amortization expense
for the Year ended March 31, 2025, would have been
lower by ? 6.60 Crores and the Profit Before Tax for the
corresponding periods would have been higher by an
equivalent amount. Goodwill amounting to ? 587.56
Crores is outstanding as on March 31, 2025. Had the
goodwill not been amortized, assets of the company
would have been higher by ? 739.30 Crores.
Our opinion is not modified in respect of the above 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 financial year ended 31st March 2025. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements''
section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed
to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying standalone financial statements.
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Key Audit Matter |
How our Audit addressed the Key Audit Matter |
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Impairment assessment of the carrying value of Goodwill (Refer Note 3 to the standalone financial statements) |
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Company carries goodwill amounting to ? 587.56 Crores in In terms with Ind AS 36, goodwill is tested for impairment |
Our procedures included the following: ⢠Obtained an understanding from the management with |
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respect to process and controls followed by the Company |
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and performed necessary audit procedures to test the |
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operating effectiveness of the relevant internal controls |
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during the year ended and as of March 31, 2025; |
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CGU (including goodwill) is compared with the recoverable |
⢠Evaluated management''s identification of CGU''s, the |
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derived as on 1st April'' 24). |
followed by management for the impairment assessment |
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The recoverable amount is determined on the basis of the |
⢠Involved our valuation specialists to assists us in evaluating |
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of the CGU using discounted cash flow model ''Model''), |
methodologies, impairment calculations and underlying |
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which involves estimates pertaining to expected business and |
assumptions applied by the management in the |
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require high degree of management judgment resulting in |
⢠Evaluated appropriateness of key assumptions included |
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We considered this as a key audit matter due to significant |
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⢠Considered the impairment testing valuation report for |
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⢠Performed sensitivity analysis on these key assumptions |
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⢠Evaluated the appropriateness of the disclosure in |
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Impairment assessment of carrying value of investments in subsidiaries and Other Group Companies (Refer Note 4(a)(i) to |
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the standalone financial statements) |
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The Company has equity investments in its unlisted wholly |
Our procedures included the following: |
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owned subsidiaries and other group companies amounting to |
⢠Obtained understanding of design and implementation |
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are carried at cost \ fair value (net of impairment provision) as |
of relevant internal controls w.r.t Investments including its |
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We considered the valuation of such Investments to be |
⢠Performed necessary audit procedures to test the |
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significant to the audit, because of the materiality of the |
operating effectiveness of the relevant internal controls |
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Company. |
impairment assessment thereof during the year ended as |
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The management assesses at least annually the existence of |
⢠Obtained management''s evaluation of impairment |
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cashflow valuation model. The recoverable amounts of the |
value/value in use. |
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investments are determined based on the management''s |
⢠Obtained the valuation report on Impairment testing of |
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⢠Obtained the subsidiary auditors Impairment testing |
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Accordingly, the impairment assessment of Investments |
working file certifying the fair value of Investment at |
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was determined to be a key audit matter in our audit of the |
various subsidiaries. |
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standalone financial statements. |
⢠Involved our valuation specialists to assists us in evaluating |
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⢠Evaluated the appropriateness of the disclosure in |
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Evaluation of uncertain tax positions (Refer Note 29 to the standalone financial statements) |
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The Company operates in multiple jurisdictions and is subject |
Our procedures included the following: |
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to periodic challenges by local tax authorities on a range of tax |
⢠Gained an understanding of the process of identification |
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related accounting and disclosures in the standalone financial |
⢠Obtained the summary of Company''s legal and tax cases |
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⢠Inspected external legal opinions (where considered |
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⢠Engaged our tax specialists to technically appraise the tax |
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issues. |
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⢠Assessed the relevant disclosures made within the financial |
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Accounting and valuation of Hedging Instrument (Refer Note 11(d) to the standalone financial statements) |
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The Company hedges its foreign currency risk and interest |
Our procedures included the following: |
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rate risk through derivative instruments and applies hedge |
⢠Obtained understanding of the company''s overall hedge |
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These contracts are recorded at fair value and cash flow hedge |
⢠Assessed company''s accounting policy for hedge |
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standalone statement of profit and loss when hedges mature |
⢠Tested the existence of hedging contracts by tracking |
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The valuation of hedging instruments and consideration of |
parties. |
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hedge effectiveness has been identified as a key audit matter as |
⢠Tested management''s hedge documentation and |
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judgment and are subject to an inherent risk of error. |
contracts, on sample basis. |
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⢠Involved our valuation specialists to assist in reperforming |
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⢠Assessed the relevant disclosures of hedge transactions in |
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The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board''s report and Annexure to Board''s Report
but does not include the standalone financial statements and
our auditor''s report thereon. The other information is expected
to be made available to us after the date of this auditor''s report
thereon.
Our opinion on the standalone 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 financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated.
The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of 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, total comprehensive income, changes in equity
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of
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 Company''s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.
Those Board of Directors are also responsible for overseeing
the Company''s financial reporting process.
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 auditor''s 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 scepticism
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 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 with reference in financial statements
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 management.
⢠Conclude on the appropriateness of management''s 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 Company''s ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor''s 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 auditor''s
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 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 auditor''s 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.
1. As required by the Companies (Auditor''s Report) Order,
2020 (âthe Orderâ), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
we give in the "Annexure A", a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. 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 including Other Comprehensive income, the
statement of changes in equity 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 Accounting Standards
specified under Section 133 of the Act, read with Rule
7 of the Companies (Indian Accounting Standards)
Rules, 2015, as amended.
(e) On the basis of the written representations received
from the directors as on 31st March, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2025 from
being appointed as a director in terms of Section 164
(2) of the Act.
(f) With respect to the adequacy of the internal
financial controls with reference to these standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to our
separate Report in "Annexure B" to this report;
(g) With respect to the other matters to be included
in the Auditor''s 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 managerial remuneration has been paid by
the company to its directors during the year is in
accordance with provisions of Section 197 of the Act
read with Schedule V to the Act;
(h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended 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
standalone financial statements - Refer Note
29 to the standalone financial statements;
ii. Provision has been made in the financial
statements, as required under the applicable
law or accounting standards, for material
foreseeable losses, if any, on long-term
contracts including derivative contracts.
iii. There has been no delay in transferring
amounts, required to be transferred, to the
investor''s education and protection fund by the
company.
iv. (a) The Management has represented that,
to the best of their knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the company to or in
any other person(s) or entities, including
foreign entities (âIntermediariesâ), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the company (âUltimate
Beneficiaries'') or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;
(b) the management has represented, that,
to the best of their knowledge and belief,
no funds have been received by the
company from any person(s) or entity
(ies), including foreign entities (âFunding
Partiesâ), with the understanding, whether
recorded in writing or otherwise, that
the company shall, whether, directly or
indirectly, lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the
Funding Party (âUltimate Beneficiariesâ) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;
and
(c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause
(a) and (b) contain any material mis¬
statement.
v. Company has not declared or paid any
dividend during the year.
vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software. However, the audit
trail feature is not enabled at the database
level for the accounting software, as described
in Note 41 to the financial statements.
Further, during the course of our audit we did
not come across any instance of audit trail
feature being tampered with in respect of the
accounting software and the audit trail has
been preserved by the company as per the
statutory requirements for record retention.
For T R Chadha & Co. LLP
Chartered Accountants
Firm''s Reg. No: 006711N/N500028
Brijesh Thakkar
Partner
Membership No. 135556
UDIN: 25135556BMIINI9204
Place: Ahmedabad
Date: 21st May, 2025
Mar 31, 2024
We have audited the accompanying standalone financial statements of Dishman Carbogen Amcis Limited ("the Companyâ), which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss (including Other Comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, on that date and notes to the financial statements, including material accounting policies and other explanatory information (hereinafter referred to as "standalone financial statementsâ).
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 Companies Act, 2013 ("the Actâ) 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 Asâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its Loss including other comprehensive Income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financials statements in accordance with the Standards on Auditing (SAs) as specified under Section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the standalone financial statements 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
a) We draw attention to Note 28 to the standalone financial statements detailing the accounting treatment relating to the scheme Involving merger of Dishman Pharmaceuticals and Chemicals Limited and Dishman Care Limited with Dishman Carbogen Amcis Limited, which has been
accounted in the year 2016-17 under the "Purchase Methodâ as per the then prevailing Accounting Standard 14 - Accounting for Amalgamation (AS 14) in compliance with scheme of Amalgamation pursuant to Section 391 to 394 of Companies Act, 1956 Approved by Honâble High Court of Gujarat in accordance with the scheme, the Company had recognized goodwill on Amalgamation amounting to '' 1,326.86 Crores which is amortized over the period of 15 years from the appointed date i.e., January 01, 2015. Further, Board of directors has re-assessed the life of goodwill during FY 22-23 and increased its life further by 8 Years (approx.). This accounting treatment is different from that prescribed under Indian Accounting Standard (Ind-AS 103) - âBusiness Combinationsâ.
Had the goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended March 31, 2024, would have been lower by '' 45.71 Crores, respectively, and the Profit Before Tax for the corresponding periods would have been higher by an equivalent amount. Goodwill amounting to '' 594.17 Crores is outstanding as on March 31, 2024. Had the goodwill not been amortized, assets of the Company would have been higher by '' 732.70 Crores.
b) We draw attention to Note 41 to the standalone financial statements in relation to certain audit observation issued by the Swissmedic and European Directorate for the quality of medicines & Healthcare (EDQM) on account of joint inspection carried out by them for the Companyâs manufacturing plant at Bavla and certain Certificate of suitability (CEPs) were also suspended. As a result, Companyâs operations at Bavla, production, revenue and profitability has been adversely impacted since March 2020 till now.
c) We draw attention to Note 37 to the standalone financial statements in relation to receipt of a waiver for a breach of financial covenants related to the issue of Listed, senior, rated, secured, redeemable, principal protected, market linked, non-convertible debentures. As disclosed in the note, the Company breached certain financial covenants as of 31st March 2024. However, subsequent to the balance sheet date but prior to the date of the board meeting held on 30th May 2024, the Company obtained revised financial covenants from the debenture holders.
Our opinion is not modified in respect of the above
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 financial year ended 31st March 2024. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the âAuditorâs Responsibilities for the Audit of the Standalone Financial Statementsâ section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key Audit Matter |
How our Audit addressed the Key Audit Matter |
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Impairment assessment of the carrying value of Goodwill (Refer Note 3 to the standalone financial statements) |
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Company carries goodwill amounting to |
Our procedures included the following: |
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'' 594.17 Crores in its standalone financial statements as at March 31, 2024 which was recorded due to the merger of Dishman Pharmaceuticals and Chemical Limited and Dishman Care Limited into Dishman Carbogen Amcis Limited. |
⢠Obtained an understanding from the management with respect to process and controls followed by the Company to perform annual impairment test related to goodwill and performed necessary audit procedures to test the operating effectiveness of the relevant internal controls during the year ended and as of March 31, 2024; |
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In terms with Ind AS 36, goodwill is tested for impairment annually at the CGU level whereby the carrying amount of the CGU (including goodwill) is compared with the recoverable amount of the CGU. However, |
⢠Evaluated managementâs identification of CGUâs, the carrying value of each CGU and the methodology followed by management for the impairment assessment in compliance with the prevailing accounting standards. |
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the goodwill generated on the merger is amortized over a period of 15 years (i.e., revised life derived as on 1st Aprilâ22) |
⢠Involved our valuation specialists to assists us in evaluating methodologies, impairment calculations and underlying assumptions applied by the management in the impairment |
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The recoverable amount is determined |
testing. |
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on the basis of the value in use which is the present value of future cash flows of the CGU using discounted cash flow model âModelâ), which involves estimates pertaining to expected business and earnings forecasts and key assumptions including those related to discount and long-term growth rates. These estimates |
⢠Evaluated appropriateness of key assumptions included in the cash flow forecasts used in computing recoverable amount of each CGU, such as growth rates, profitability, discount rates, etc., with reference to our understanding of their business and |
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historical trends; and comparing past projections with actual results, including discussions with management relating to these projections; |
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require high degree of management judgment resulting in inherent subjectivity. |
⢠Considered the impairment testing valuation report for goodwill outstanding in standalone books carried on by independent valuer; |
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We considered this as a key audit matter due to significant judgement and assumption involved in estimating future cashflow using the model. |
⢠Performed sensitivity analysis on these key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by management; and |
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⢠Evaluated the appropriateness of the disclosure in the standalone |
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financial statements and assessed the completeness and mathematical accuracy. |
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Key Audit Matter |
How our Audit addressed the Key Audit Matter |
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Impairment assessment of carrying value of investments in subsidiaries (Refer Note 4(a)(i) to the standalone financial statements) |
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The Company has equity investments |
Our procedures included the following: |
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in its unlisted wholly owned subsidiaries amounting to '' 2,834.26 Crores as at March 31, 2024 ("Investmentsâ) which are carried at cost (net of provision) as per Ind |
⢠Obtained understanding of design and implementation of relevant internal controls w.r.t Investments including its |
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impairment assessment; |
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AS 27 on âSeparate Financial Statementsâ. |
⢠Performed necessary audit procedures to test the operating |
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We considered the valuation of such Investments to be significant to the audit, because of the materiality of the |
effectiveness of the relevant internal controls with respect to valuation of Investments including impairment assessment thereof during the year ended as of March 31, 2024. |
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Investments to the standalone financial statements of the Company. |
⢠Obtained managementâs evaluation of impairment analysis including future cash flows used by the management in the |
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The management assesses at least annually the existence of impairment indicators of each investment. The management has assessed the |
model to compute the recoverable value/value in use. ⢠Obtained the valuation report on Impairment testing of investments in standalone books. |
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impairment of its investments by reviewing the business forecasts of subsidiaries, using discounted cashflow |
⢠Obtained the subsidiary auditors Impairment testing working file certifying the fair value of Investment at various subsidiaries. |
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valuation model. The recoverable amounts of the investments are determined based on the managementâs estimates of future cashflows and their judgement w.r.t the |
⢠Involved our valuation specialists to assists us in evaluating methodologies, impairment calculations and underlying assumptions applied by the management in the impairment |
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investeeâs performance including key |
testing. |
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assumptions related to discount and long-term growth rates. |
⢠Evaluated the appropriateness of the disclosure in the standalone financial statements and assessed the completeness and |
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Accordingly, the impairment assessment of Investments was determined to be a key audit matter in our audit of the standalone financial statements. |
mathematical accuracy. |
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Evaluation of uncertain tax positions |
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(Refer Note 29 to the standalone financial statements) |
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The Company operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including transfer pricing and indirect tax matters. This |
Our procedures included the following: ⢠Gained an understanding of the process of identification of claims, litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed tests of controls. |
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involves significant management judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements. Hence, |
⢠Obtained the summary of Companyâs legal and tax cases and critically assessed managementâs position through discussions with the Legal Counsel, Head of Tax and operational management, on both the probability of success in significant cases, and the magnitude of any potential loss. |
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this has been considered as a key audit matter. |
⢠Inspected external legal opinions (where considered necessary) |
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and other evidence to corroborate managementâs assessment of the risk profile in respect of legal claims. |
|
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⢠Engaged our tax specialists to technically appraise the tax |
|
|
positions taken by management with respect to local tax issues. |
|
|
⢠Assessed the relevant disclosures made within the financial |
|
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statements to address whether they appropriately reflect the facts and circumstances of the respective tax and legal exposures and the requirements of relevant accounting standards. |
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Key Audit Matter |
How our Audit addressed the Key Audit Matter |
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Accounting and valuation of Hedging Instrument (Refer Note 4(e) to the standalone financial statements) |
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The Company hedges its foreign currency risk and interest rate risk through derivative instruments and applies hedge accounting principles for derivative instruments as prescribed by Ind AS 109. Receivable pertaining to derivative instruments as at March 31, 2024 is amounting to '' 9.69 Crores and debit |
Our procedures included the following: ⢠Obtained understanding of the Companyâs overall hedge accounting strategy, forward contract valuation and hedge accounting process from initiation to settlement of derivative financial instruments including assessment of the design and implementation of controls, and tested the operating effectiveness of those controls. |
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balance of Cash Flow Hedge Reserve of '' 28.09 Crores as on that date. |
⢠Assessed Companyâs accounting policy for hedge accounting in accordance with Ind AS. |
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These contracts are recorded at fair value and cash flow hedge accounting is applied, such that gains and losses arising |
⢠Tested the existence of hedging contracts by tracking to the confirmations obtained from respective counter parties. |
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from fair value changes are deferred in equity and recognized in the standalone statement of profit and loss when hedges |
⢠Tested managementâs hedge documentation and contracts, on sample basis. |
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mature and/or when the hedge item occurs. |
⢠Involved our valuation specialists to assist in reperforming the |
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year end fair valuations of derivative financial instruments on a |
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The valuation of hedging instruments and consideration of hedge effectiveness has been identified as a key audit matter as it |
sample basis and compared these valuations with those records by the Company including assessing the valuation methodology and key assumptions used therein. |
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involves a significant degree of complexity and management judgment and are subject to an inherent risk of error. |
⢠Assessed the relevant disclosures of hedge transactions in the financial statements. |
The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Boardâs report and Annexure to Boardâs Report but does not include the standalone financial statements and our auditorâs report thereon.
Our opinion on the standalone 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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.
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.
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 auditorâs 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 scepticism 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 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 with reference in financial statements 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 management.
⢠Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs 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 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 auditorâs 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.
1. As required by the Companies (Auditorâs Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. 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 including Other Comprehensive income, the statement of changes in equity 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Indian Accounting Standards) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ to this report;
(g) With respect to the other matters to be included in the Auditorâs 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 managerial remuneration has been paid by the Company to its directors during the year is in accordance with provisions of Section 197 of the Act read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended 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 standalone financial statements -Refer Note 29 to the standalone financial statements;
ii. Provision has been made in the financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the investorâs education and protection fund by the Company.
iv. (a) The Management has represented that,
to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entities, including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of their knowledge and belief, no funds have been received by the Company from any person(s) or entity (ies), including foreign entities ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material mis-statement.
v. Company has not declared or paid any dividend during the year.
vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. However, the audit trail feature is not enabled at the database level for the accounting software, as described in Note 42 to the financial statements. Further,
during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.
For T R Chadha & Co LLP Chartered Accountants Firm''s Reg. No: 006711N/N500028
Brijesh Thakkar
(Partner)
Membership No: 135556 UDIN: 24135556BKABDR8803 Place: Ahmedabad Date: 30th May, 2024
Mar 31, 2023
Independent Auditor''s Report
AUDITOR''S OPINION
We have audited the accompanying Standalone
Financial Statements of Dishman Carbogen Amcis
Limited ("the Companyâ), which comprise the balance
sheet as at 31st March, 2023, and the statement of Profit
and Loss (including Other Comprehensive income),
statement of changes in equity and statement of cash
flows for the year then ended, on that date and notes
to the financial statements, including a summary of
significant accounting policies and other explanatory
information (hereinafter referred to as "standalone
financial statementsâ).
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 Companies Act, 2013 ("the Actâ) 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 Asâ) and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at 31st March, 2023, its Loss including other
comprehensive Income, changes in equity and its cash
flows for the year ended on that date.
We conducted our audit of the standalone financials
statements in accordance with the Standards on
Auditing (SAs) as specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor''s
Responsibilities for the Audit of the standalone financial
statements section of our report. We are independent
of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants ofIndia
(ICAI) together with the independence requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion
on the standalone financial statements.
a) We draw attention to Note 28A the Statement
detailing the accounting treatment relating
to the Scheme involving merger of Dishman
Pharmaceuticals and Chemicals Limited and
Dishman Care Limited with Dishman Carbogen
Amcis Limited, which has been accounted in the
year 2016-17 under the "Purchase Method" as per
the then prevailing Accounting Standard 14 -
Accounting for Amalgamation in compliance with
the Scheme of Amalgamation pursuant to Sections
391 to 394 of Companies Act, 1956 approved by
the Hon''ble High Court of Gujarat. In accordance
with the Scheme, the Company had recognized
Goodwill on Amalgamation amounting to
'' 1,326.86 Crores which is amortised Considering
life of 15 years from the Appointed date i.e., January
01,2015 to till 30th September, 2022. This accounting
treatment is different from that prescribed under
Indian Accounting Standard (Ind AS - 103 Business
Combination).
Further, Board of directors has re-assessed the life of
goodwill during the year, considering the benefits
to be available to the company going forward, and
accordingly has decided to amortize the carrying
value of '' 685.58 Crores as on 1st April, 2022 over a
revised life of 15 Years, starting from 1st April, 22. Had
the useful life of the Goodwill not been revised by
the Board of Directors, retrospectively from 1st April,
2022, the Depreciation and Amortization expense
for year ended 31st March, 2023 would have been
higher by '' 42.75 Crores and profit before tax for
the year ended 31st March, 2023 would have been
lower by equivalent amount.
Had the goodwill not been amortized as
required under Ind AS 103, the Depreciation
and Amortization expense for the year ended
31st March, 2023, would have been lower by '' 45.71
crores, respectively, and the Profit Before Tax for the
corresponding periods would have been higher
by an equivalent amount. Goodwill amounting to
'' 639.87 Crores is outstanding as on 31st March,
2023. Had the goodwill not been amortized,
assets of the company would have been higher by
'' 686.99 Crores.
b) We draw attention to Note 41 to the standalone
financial statements in relation to certain
audit observation issued by the Swissmedic
and European Directorate for the quality of
medicines & Healthcare (EDQM) on account
of joint inspection carried out by them for the
Company''s manufacturing plant at Bavla and
certain Certificate of suitability (CEPs) were also
suspended. As a result, Company''s operations at
Bavla, production, revenue and profitability has
been adversely impacted since March 2020 till
now.
Our opinion is not modified in respect of the above
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 financial year ended 31st March 2023. 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. We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the ''Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements'' section of our report, including in relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to our assessment of the risks of material misstatement of
the standalone financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the accompanying standalone financial
statements.
Compiled by: Dion Global Solutions Limited
Key Audit Matter
How our Audit addressed the Key Audit Matter
Impairment assessment of carrying value of investments in subsidiaries
(Refer Note 4(a)(i) to the standalone financial statements)
The Company has equity investments
in its unlisted wholly owned subsidiaries
amounting to '' 2,757.58 Crores as at
31st March, 2023 ("Investmentsâ) which are
carried at cost (net of provision) as per Ind
AS 27 on ''Separate Financial Statements''.
We considered the valuation of such
Investments to be significant to the
audit, because of the materiality of the
Investments to the standalone financial
statements of the Company.
The management assesses at least annually
the existence of impairment indicators of
each investment. The management has
assessed the impairment of its investments
by reviewing the business forecasts of
subsidiaries, using discounted cashflow
valuation model. The recoverable amounts
of the investments are determined based
on the management''s estimates of future
cashflows and their judgement w.r.t the
investee''s performance including key
assumptions related to discount and long¬
term growth rates.
Accordingly, the impairment assessment
of Investments was determined to be a key
audit matter in our audit of the standalone
financial statements.
Our procedures included the following:
⢠Obtained understanding of design and implementation
of relevant internal controls w.r.t Investments including its
impairment assessment.
⢠Performed necessary audit procedures to test the operating
effectiveness of the relevant internal controls with respect to
valuation of Investments including impairment assessment
thereof during the year ended as of 31st March, 2023.
⢠Obtained management''s evaluation of impairment analysis
including future cash flows used by the management in the
model to compute the recoverable value / value in use.
⢠Obtained the valuation report on Impairment testing of
investments in standalone books.
⢠Obtained the subsidiary auditors Impairment testing working
file certifying the fair value of Investment at various subsidiaries.
⢠Involved our valuation specialists to assists us in evaluating
methodologies, impairment calculations and underlying
assumptions applied by the management in the impairment
testing.
⢠Evaluated the appropriateness of the disclosure in
the standalone financial statements and assessed the
completeness and mathematical accuracy.
Evaluation of uncertain tax positions
(Refer Note 29 to the standalone financial statements)
The Company operates in multiple
jurisdictions and is subject to periodic
challenges by local tax authorities on a range
of tax matters during the normal course
of business including transfer pricing and
indirect tax matters. This involves significant
management judgment to determine
the possible outcome of the uncertain tax
positions, consequently having an impact
on related accounting and disclosures
in the standalone financial statements.
Hence, this has been considered as a key
audit matter.
Our procedures included the following:
⢠Gained an understanding of the process of identification of
claims, litigations and contingent liabilities and identified
key controls in the process. For selected controls we have
performed tests of controls.
⢠Obtained the summary of Company''s legal and tax cases and
critically assessed management''s position through discussions
with the Legal Counsel, Head of Tax and operational
management, on both the probability of success in significant
cases, and the magnitude of any potential loss.
⢠Inspected external legal opinions (where considered necessary)
and other evidence to corroborate management''s assessment
of the risk profile in respect of legal claims.
Engaged our tax specialists to technically appraise the tax
positions taken by management with respect to local tax issues.
Assessed the relevant disclosures made within the financial
statements to address whether they appropriately reflect
the facts and circumstances of the respective tax and legal
exposures and the requirements of relevant accounting
standards.
INFORMATION OTHER THAN THE
FINANCIAL STATEMENTS AND AUDITOR''S
REPORT THEREON
The Company''s Board of Directors is responsible for the
other information. The other information comprises
the information included in the Board''s report and
Annexure to Board''s Report but does not include the
financial statements and our auditor''s report thereon.
Our opinion on the standalone 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 financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
standalone 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.
MANAGEMENT''S RESPONSIBILITY FOR THE
STANDALONE FINANCIAL STATEMENT
The Company''s Board of Directors is responsible for
the matters stated in section 134(5) of 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, total comprehensive
income, changes in equity and cash flows of the
Company in accordance with the accounting
principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of 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 Company''s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and
using the going concern basis of accounting unless
management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but
to do so.
Those Board of Directors are also responsible for
overseeing the Company''s financial reporting process.
AUDITOR''S RESPONSIBILITIES FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS
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 auditor''s 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
scepticism 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 ofinternal 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
with reference in financial statements 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
management.
⢠Conclude on the appropriateness of management''s
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
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s
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 auditor''s 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
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 auditor''s 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 the Companies (Auditor''s Report)
Order, 2020 ("the Orderâ), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the âAnnexure Aâ,
a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.
2. 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 including Other Comprehensive
income, the statement of changes in equity
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
Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Indian Accounting Standards)
Rules, 2015, as amended.
(e) On the basis of the written representations
received from the directors as on 31st March,
2023 taken on record by the Board of Directors,
none of the directors is disqualified as on
31st March, 2023 from being appointed as a
director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements of the
Company and the operating effectiveness of
such controls, refer to our separate Report in
âAnnexure Bâ to this report;
(g) With respect to the other matters to be
included in the Auditor''s 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 managerial remuneration has been paid
by the company to its directors during the year
is in accordance with provisions of Section 197
of the Act read with Schedule V to the Act;
(h) With respect to the other matters to be
included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended 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 standalone financial statements -
Refer Note 29 to the standalone financial
statements;
ii. Provision has been made in the financial
statements, as required under the
applicable law or accounting standards,
for material foreseeable losses, if any, on
long-term contracts including derivative
contracts.
iii. There has been no delay in transferring
amounts, required to be transferred, to
the investor''s education and protection
fund by the company.
There were no amounts which were
required to be transferred to the investor''s
education and protection fund by the
company.
iv. (a) The Management has represented
that, to the best of their knowledge
and belief, no funds have been
advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the company to or in any
other person(s) or entities, including
foreign entities ("Intermediariesâ),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the company ("Ultimate
Beneficiariesâ) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
(b) The management has represented,
that, to the best of their knowledge
and belief, no funds have been
received by the company from any
person(s) or entity(ies), including
foreign entities ("Funding Partiesâ),
with the understanding, whether
recorded in writing or otherwise,
that the company shall, whether,
directly or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever by or
on behalf of the Funding Party
("Ultimate Beneficiariesâ) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
and
(c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us
to believe that the representations
under sub-clause (a) and (b) contain
any material mis-statement.
v. Company has not declared or paid any
dividend during the year.
vi. Proviso to rule 3(1) of the companies (Accounts) Rules 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
company with effect from 1st April, 2023 and accordingly reporting under rule 11(g) of the companies
(Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st march, 2023.
For T R Chadha & Co LLP
Chartered Accountants
Firm''s Reg. No.: 006711N/N500028
Brijesh Thakkar
(Partner)
Membership No.: 135556
UDIN: 23135556BGUWW H2598
Date: 23rd May, 2023
Place: Ahmedabad
Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Dishman Carbogen Amcis Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information, (hereinafter referred to as âInd AS Financial Statementsâ).
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Company âs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 Ind AS financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves per forming procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company âs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company âs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We are also responsible to conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditorâs report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor âs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, its profit (financial performance including other comprehensive income), its cash flows and changes in equity for the year ended on that date.
Emphasis of Matter
We draw attention to Note 28(i) of the Ind AS Financial Statements detailing the accounting treatment relating to the Scheme involving merger of Dishman Pharmaceuticals and Chemicals Limited and Dishman Care Limited with the Company, which has been accounted in the previous year under the âPurchase Methodâ as per Accounting Standard 14 â Accounting for Amalgamation (AS 14) in compliance with scheme of Amalgamation pursuant to Section 391 to 394 of Companies Act, 1956 approved by Honâble High Court of Gujarat. In accordance with the Scheme, the Company has recognized goodwill on amalgamation amounting to Rs. 1,326.86 Crores which is amortised over its useful life. This accounting treatment is different from that prescribed under Indian Accounting Standard (Ind AS 103) â âBusiness Combinationsâ. Had the goodwill not been amortised as required under Ind AS 103, the Depreciation and Amortisation expense for the year ended March 31, 2018 would have been lower by Rs. 88.46 Crores and Profit before tax for the year ended March 31, 2018 would have been higher by an equivalent amount. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditorsâ Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in âAnnexure 1â, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(2) 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, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder; as referred to in the Emphasis of Matter paragraph above, the Company has given the accounting treatment of merger as per the Court approved Scheme in compliance with AS-14 âAccounting for Amalgamationsâ which is different from that prescribed under Ind AS-103 âBusiness Combinationsâ;
e. On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 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, we give our separate Report in âAnnexure 2â.
g. With respect to the other matters to be included in the Auditor âs 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 standalone Ind AS financial statements â Refer Note 29 on Contingent Liabilities to the standalone Ind AS financial statements;
(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts â Refer Note 12 and 24 to the standalone Ind AS financial statements;
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
AANNE XURE 1 TO THE INDEPENDENT AUDITORâS RE PORT
[Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ in the Independent Auditorâs Report of even date to the members of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited into DCAL) on the standalone Ind AS financial statements for the year ended March 31, 2018]
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(b) Property, plant and Equipment of erstwhile DPCL were physically verified by the management in earlier year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information & explanation given to us, the title deeds of immovable properties other than self constructed properties recorded as Property, Plant and Equipment in the books of account of the Company as on March 31, 2018 are held in the name of the erstwhile Dishman Pharmaceuticals and Chemicals Limited. Subsequent to merger, the transfer of immovable properties from Dishman Pharmaceuticals and Chemicals Limited into the name of the Company is under process. However, in respect of one lease hold land with gross block of Rs. 104.70 crores and net block of Rs. 101.13 crores, the lease deed has been executed but not registered with the relevant authorities.
(ii) The inventory (excluding stocks lying with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. As informed, no material discrepancies were noticed on physical verification carried out during the year.
(iii) The erstwhile Dishman Pharmaceuticals and Chemicals Limited has granted unsecured loan in earlier years to one company covered in the register maintained under Section 189 of the Act whose outstanding balance as on March 31, 2018 is Rs. 54.46 Crore.
(a) According to the information and explanations given to us, the Company has not granted any loan during the year to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.
(b) The schedule of repayment of principal and payment of interest in respect of above loan granted in earlier years has been stipulated. As per the terms of agreement, no repayment of principal or interest was due during the year.
(c) In respect of the aforesaid loan, no amount is overdue as per the terms of agreement.
(iv) Based on information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.
(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.
(vii) (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, customs duty, excise duty on account of any dispute, are as follows:
|
Name of the Statute |
Nature of dues |
Amount (Rs. in Crores) |
Period to which the amount relates |
Forum where dispute is pending |
|
Central Excise Act, 1944 |
Excise Duty and Service Tax |
0.14 |
2003-04 |
High Court |
|
|
|
1.25 |
2006-07 2008-09 2009-10 |
Central Excise and Service Tax Appellate Tribunal |
|
|
|
2.09 |
2006-07 2008-09 to 2015-16 |
Commissioner of Central Excise (Appeals) |
|
Central Sales Tax Act, 1 956 |
Sales tax |
0.24 |
2001-02 |
Joint Commissioner, Commercial Tax |
|
|
|
1.18 |
2006-07 |
Commercial Tax Gujarat VAT Tribunal |
|
Gujarat Sales Tax, Act |
Sal es tax |
0.07 |
001-02, 2007-08 |
Joint Commissioner, Commercial Tax |
|
Income Tax Act, 1961 |
|
2.84 |
2006-07 |
Commercial Tax Gujarat VAT Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 143 (3) |
1.84 |
FY 2001-02 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Dem and U/S - 143 (3) |
4.41 |
FY 2002-03 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Dem and U/S - 143 (3) |
1.51 |
FY 2003-04 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Dem and U/S - 143 (3) |
7.22 |
FY 2004-05 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Dem and U/S - 14 3(3).r.w.s.144 |
14.32 |
FY 2005-06 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 27 1(1) ( C ) |
3.04 |
3.04 FY 2005-06 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 14 3(3).r.w.s.144 |
14.28 |
FY 2006-07 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 27 1(1) ( C ) |
4.73 |
FY 2006-07 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 14 3(3).r.w.s.144 |
8.41 |
FY 2007-08 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 14 3(3).r.w.s.144 |
0.24 |
FY 2008-09 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 27 1(1) ( C ) |
0.47 |
FY 2008-09 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Dem and U/S - 14 3(3).r.w.s.147 |
1.52 |
FY 2009-10 |
Income Tax Appellate Tribunal and Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Dem and U/S - 143 (3).r.w.s.147 |
27.07 |
FY 2010-11 |
Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Dem and U/S - 143 (3).r.w.s.147 |
41.86 |
FY 2011-12 |
Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Dem and U/S - 143(3).r.w.s.144 |
26.68 |
FY 2012-13 |
Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Dem and U/S - 143(3).r.w.s.144 |
13.89 |
FY 2013-14 |
Commissioner of Income Tax (Appeals) |
Out of the above, amount paid under protest by the Company for Income-tax is Rs. 48.73 Crore.
(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks, or dues to debenture holders.
(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the Company has utilised the money raised by way of term loans during the year for the purposes for which they were raised.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.
(xi) According to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable.
The details of related party transaction have been disclosed in the Standalone Ind AS Financial Statements as required under Indian Accounting Standards (Ind AS) 24, Related party Disclosures specified under section 133 of the Act, read with relevant Rule thereunder.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year.
(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE 2 TO THE INDEPENDENT AUDITORâS REPORT
[Referred to in paragraph 2(f ) under âReport on Other Legal and Regulatory Requirementsâ in the Independent Auditorâs Report of even date to the members of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited into DCAL) on the standalone Ind AS financial statements for the year ended March 31, 2018]
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Dishman Carbogen Amcis Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 (âICAIâ). 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 companyâs 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 Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. 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 was established and maintained and if such controls operated effectively in all material respects.
Our audit involves per forming 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 auditorâs judgement, including the assessment of the risks of material misstatement of the standalone Ind AS 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs 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 standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 ICAI.
For Haribhakti & Co. LLP For V. D. Shukla & Co.
Chartered Accountants Chartered Accountants
ICAI Firm Registration No.103523W / W100048 ICAI Firm Registration No.110240W
Hemant J. Bhatt Vimal D. Shukla
Partner Proprietor
Membership No. 036834 Membership No.036416
Place : Ahmedabad Place : Ahmedabad
Date : May 16, 2018 Date : May 16, 2018
Mar 31, 2017
Independent Auditors'' Report
To the Members of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited into DCAL)
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited into DCAL)("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information, (hereinafter referred to as "Ind AS Financial Statements")
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s 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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2017, its profit (financial performance including other comprehensive income), its cash flows and changes in equity for the year ended on that date.
Emphasis of Matter
We draw attention to Note 28(i) of the Ind AS Financial Statements detailing the accounting treatment relating to the Scheme involving merger of Dishman Pharmaceuticals and Chemicals Limited and Dishman Care Limited with the Company, which has been accounted during the year under the "Purchase Method" as per Accounting Standard 14 - Accounting for Amalgamations (AS 14) in compliance with scheme of Amalgamation pursuant to Section 391 to 394 of Companies Act, 1956 approved by HonRs,ble High Court of Gujarat. In accordance with the Scheme, the Company has recognized goodwill on amalgamation amounting to Rs, 1,326.86 Crores which is amortized over its useful life. This accounting treatment is different from that prescribed under lndian Accounting Standard (lnd AS 103) - ''Business Combinations''. Had the goodwill not been amortized as required under lnd AS 103, the Depreciation and Amortization expense for the year ended March 31, 2017 would have been lower by Rs, 88.46 Crores and Profit before tax for the year ended March 31, 2017 would have been higher by an equivalent amount.
Our opinion is not modified in respect of above matter.
Other Matter
The comparative financial information of the Company for the year ended 31st March 2016 and the transition date opening balance sheet as at 1st April 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by one of the joint auditor whose report for the year ended 31st March 2016 and 31st March 2015 dated April 28, 2016 and May 19, 2015 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (AuditorsRs, Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(2) 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, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014; as referred to in the Emphasis of Matter paragraph above, the Company has given the accounting treatment of merger as per the Court approved Scheme in compliance with AS-14 "Accounting for Amalgamations" which is different from that prescribed under Ind AS-103 "Business Combinations"
e. On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 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, we give our separate Report in "Annexure 2".
g. With respect to the other matters to be included in the Auditor''s 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 standalone Ind AS financial statements - Refer Note 29 on Contingent Liabilities to the standalone Ind AS financial statements;
(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 12 and Note 24 to the standalone Ind AS financial statements;
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(iv) The Company has provided requisite disclosures in its Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of account maintained by the Company - Refer Note 36 to the standalone Ind AS financial statements.
ANNEXURE 1 TO THE INDEPENDENT AUDITOR''S REPORT
[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and
Chemicals Limited into DCAL) on the standalone Ind AS financial statements for the year ended March 31, 201 7]
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(b) Property, plant and Equipment of erstwhile DPCL were physically verified by the management in earlier year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information & explanation given to us, the title deeds of immovable properties other than self constructed properties recorded as Property, Plant and Equipment in the books of account of the Company as on March 31, 2017 are held in the name of the erstwhile Dishman Pharmaceuticals and Chemicals Limited. Subsequent to merger, the transfer of immovable properties from Dishman Pharmaceuticals and Chemicals Limited into the name of the Company is under process. However, in respect of one lease hold land with gross block of Rs, 104.70 crores and net block of Rs, 101.29 crores, the lease deed has been executed but not registered with the relevant authorities.
(ii) The inventory (excluding stocks lying with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. As informed, no material discrepancies were noticed on physical verification carried out during the year.
(iii) The erstwhile Dishman Pharmaceuticals and Chemicals Limited has granted unsecured loan in earlier years to one company covered in the register maintained under Section 189 of the Act whose outstanding balance as on March 31, 2017 is Rs, 38.06 Crore.
(a) According to the information and explanations given to us, the Company has not granted any loan during the year to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.
(b) The schedule of repayment of principal and payment of interest in respect of above loan granted in earlier years has been stipulated. As per the terms of agreement, no repayment of principal or interest was due during the year.
(c) In respect of the aforesaid loan, no amount is overdue as per the terms of agreement.
(iv) Based on information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.
(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.
(vii) (a) According to the information and explanation given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, customs duty, excise duty on account of any dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount (Rs, in crores) |
Period to which the amount relates |
Forum where dispute is pending |
|
|
Central Excise Act, 1944 |
Excise Duty and Service Tax |
0.14 |
2003-04 |
High Court |
|
|
1.25 |
2006-07 2008-09 2009-10 |
Central Excise and Service Tax Appellate Tribunal |
|||
|
2.51 |
2006-07 2008-09 to 2015-16 |
Commissioner of Central Excise (Appeals) |
|||
|
Central Sales Tax Act, 1956 |
Sales tax |
0.24 1.18 |
2001-02 2006-07 |
Joint Commissioner, Commercial Tax Commercial Tax Gujarat VAT Tribunal |
|
|
Gujarat Sales Tax, Act |
Sales tax |
1.43 1.46 |
2001-02, 2007-08 2006-07 |
Joint Commissioner, Commercial Tax Commercial Tax Gujarat VAT Tribunal |
|
|
Income Tax Act, 1961 |
Demand U/S - |
143(3) |
1.09 |
FY 2001-02 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3) |
2.79 |
FY 2002-03 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3) |
1.46 |
FY 2003-04 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3) |
3.54 |
FY 2004-05 |
High Court of Gujarat |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3).r.w.s.144 |
14.58 |
FY 2005-06 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
271(1) ( C ) |
3.04 |
FY 2005-06 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3).r.w.s.144 |
14.58 |
FY 2006-07 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
271(1) ( C ) |
4.73 |
FY 2006-07 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3).r.w.s.144 |
8.42 |
FY 2007-08 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3).r.w.s.144 |
0.24 |
FY 2008-09 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
271(1) ( C ) |
0.47 |
FY 2008-09 |
Income Tax Appellate Tribunal |
|
Income Tax Act, 1961 |
Demand U/S - |
143(3).r.w.s.147 |
1.53 |
FY 2009-10 |
Income Tax Appellate Tribunal and Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Demand U/S |
- 143(3).r.w.s.147 |
20.18 |
FY 2010-11 |
Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Demand U/S |
- 143(3).r.w.s.147 |
37.93 |
FY 2011-12 |
Commissioner of Income Tax (Appeals) |
|
Income Tax Act, 1961 |
Demand U/S |
i - 143(3).r.w.s.144 |
26.70 |
FY 2012-13 |
Commissioner of Income Tax (Appeals) |
Out of the above, amount paid under protest by the Company for Income-tax is Rs, 42.88 Crore.
(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks, or dues to debenture holders.
(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the Company has utilised the money raised by way of term loans during the year for the purposes for which they were raised.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.
(xi) According to the information and explanations given to us, the erstwhile Dishman Pharmaceuticals and Chemicals Limited has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act as applicable to it - Refer Note 28(v) to the standalone Ind AS financial statements.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions entered into by the Company with the related parties are in compliance with Sections 1 77 and 188 of Act, where applicable.
The details of related party transaction have been disclosed in the Standalone Ind AS Financial Statements as required under Indian Accounting Standards (Ind AS) 24, Related party Disclosures specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year.
(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE 2 TO THE INDEPENDENT AUDITOR''S REPORT
[Referred to in paragraph 2(f) under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited into DCAL) on the standalone Ind AS financial statements for the year ended March 31, 2017]
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Dishman Carbogen Amcis Limited [DCAL] (After merger of erstwhile Dishman Pharmaceuticals and Chemicals Limited into DCAL) ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s 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 ("ICAI"). 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 company''s 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 Companies Act, 201 3.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s 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 specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. 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 was 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 auditor''s judgments, including the assessment of the risks of material misstatement of the standalone Ind AS 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company''s 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 standalone Ind AS 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 company''s assets that could have a material effect on the standalone Ind AS 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, 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 ICAI.
For Haribhakti & Co. LLP For V. D. Shukla & Co.
Chartered Accountants Chartered Accountants
ICAI Firm Registration No.103523W/W100048 ICAI Firm Registration No.110240W
Bhavik L. Shah Vimal D. Shukla
Partner Proprietor
Membership No.122071 Membership No.036416
Place : Ahmedabad Place : Ahmedabad
Date : May 16, 2017 Date : May 16, 2017
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