1. We have audited the attached Balance Sheet of Sword & Shield Pharma
Limited, Ahmedabad as on 31s1 March-2007, and also the Profit & Loss
Account for the year ended on that date annexed thereto. These
financial statements are the responsibility of Companys management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we palan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence support- ing the amounts
and disclosures in accounting principles used and significant estimates
made by mangement, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government in terms of sub section (4A) of Section 227
of the Companies Act, 1956, we enclose herewith in the Annexure, the
statement on the matters specified in paragraphs 4 and 5 of the said
order to the extent applicable to the company.
4. Further to our comments in the Annexure referred to above, Subject
to Note No. as mentioned below of Significant accounting Policies and
Notes on Accounts -
Note No. 1 F of Significant Accounting policies regarding retirement
Note No. 2(2) of Notes on Accounts regarding Balance confirmation of
Note No. 2(3) and 2(11)-9 Annexure-1 of Notes on Accounts regarding
sales tax liability not provided for.
Note No. 2(4) of Notes on Accounts regarding Voucher Authorisation.
Note No. 2(5) of Notes on Accounts regarding Depreciation providing on
Land & Building.
Note No. 2(7) of Notes on Accounts regarding realization of current
assets, loans and advances.
Note No. 2(9) of Notes on Accounts regarding amount due to SSI units.
Note No. 2(11)-1-Annexure-1 of Notes on Accounts regarding Quantitative
and excise details.
Note No. 2(ll)-3-Annexure-l of Notes on Accounts regarding due by the
parties for more than three years
Note No. 2(11)-5-Annexure-1 of Notes on Accounts regarding
Note No.2(ll)-8-Annexure-l of Notes on Accounts regarding inadequate
coverage of Insurance.
Note No. 2(11)-10-Annexure-1 of Notes on Accounts regarding Non
satisfaction of Charges with ROC.
Note No. 2(ll)-ll-Annexure-l of Notes on Accounts regarding Preliminery
Note No. 2(11)-12-Annexure-1 of Notes on Accounts regarding Advances
for capital Goods.
Note No. 2(11)-13 Annexure-1 of Notes on Accounts regarding Valuation
of Closing Stock.
We report that :
(i) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
(ii) In our opinion proper books of accounts as required by law have
been kept by the company so far as appears from our examination of
(iii) The Balace Sheet and Profit & Loss Account and cash flow
statement dealt with by this report are in agreement with be books of
(iv) On the basis of the written representation from the directors
taken on record by the Board of Directors, none of the directors are
disqualified as on March 31, 2007 from being appointed as a director
under section 274(1) (g) of the Companies Act, 1956.
(v) In our opinion the Balance Sheet and Profit and Loss Account and
Cash Flow Statement dealt with this report comply with the accounting
standards referred to in Sub Section (3C) of Section 211 of the
Companies Act, 1956.
(vi) In our opinion and to the best of our information and as per
expalanation given to us, the said accounts read with notes thereon,
give the information required by the Companies, Act, 1956 in the manner
as required and give a true and fair view.
(a) In the case of Balance sheet of the state of affairs of the Company
as at 31st March, 2007.
(b) In the case of Profit & Loss Account of the Profit for the year
ended on that date.
(c) In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT to the members of SWORD & SHIELD
PHARMA LTD. (Referred to in paragraph (3) of our report of even date)
On the basis of the information and explanations furnished to us and
the books and records examined by us in the normal course of Audit and
to the best of our knowledge and belief in our opinion, we further
report that :
1. (a) We are informed that the records of the company pertaining to
quantitative details and location of fixed assets are under
(b) We are informed that the company has not conducted physical
verification of fiexed assets during the year. In absence of physical
verification during the year as well as pending compilation of records
pertaining to fixed assets, material discrepancy, if any, could not be
(c) During the year, the company has not disposed off substantial part
of its fixed assets.
2. (a) As expalined to us, inventories have not been physically
verified at the end of the year by the management. In our opinion,
looking to the size of the company and contraol of management over the
affairs, the frequency of verification is unreasonable.
(b) The procedures is yet to be implemented by the management for
physical verifiction of inventories, as explained.
3. In respect of loans, secured or unsecured, granted or taken by the
company to or from companies, firms or other parties covered in the
register maintained under section 301 of the companies Act, 1956
(a) The company has not granted loans, secured or unsecured, to any
party covered in the Register maintained under Section 301 of the
Companies Act, 1956. Therefore requirements fo clauses 4(iii) (a), (b),
(c) and (d) of the Comapny (Auditors Report) Order, 2003 are not
applicable to the company.
(b) The company has taken interest free unsecured loans upto the date
of this balance sheet aggregating to Rs. 280467/- (previous year Rs.
241467/-) from the directors of the company listed in the register
maintained under section 301 of the Companies Act, 1956.
(c) The loans obtained are without any stipulation of interest and
(d) The principal amount of such loans accepted by the company is
payable on demand.
(e) There is no overdue amount of such loan taken from the aforesaid
4. In our opinion and according to the information and explanations
given to us, having regard to the expla- nation that some of the items
purchased are of special nature and suitable alternative sources do not
exist for obtaining comparable quotations, there are adequate internal
control procedures commensurate with the size of the comapny and nature
of its business with regard to the purchase of fixed assets, job
charges and for the sale of goods and services, During the course of
our audit, we have not observed any continuing failure to correct the
weaknesses in the internal controls. There is no major weakness in the
internal control procedures.
5. In respect of the transactions entered in the register maintained
under section 301 of the Companies Act, 1956.
(a) In our opinion, the transcations that need to be entered into the
Register maintained under Section 301 of the Companies Act, 1956, have
been entered as required by the provisions of the said section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and aggreagating during the year to Rs.
5,00,000/- or more in respect of any party, have been made at prices,
which are prima facie, reasonable having regard to prevailing market
prices at the relevant time.
6. In our opinion and according to information and explanations given
to us and on the basis of our exami- nation of books, the company has
not accepted any deposit from public as defined under Section 58A and
58AA of the Companies Act, 1956 and the Companies (Acceptance of
Deposit rules), 1975.
7. In our opinion and according to the information and explanation
given to us, there is adequate internal control procedure commensurate
with the size of the comapny and nature of its business for the
purchase of materials, plant & machinery, equipments and other assets
and for the sale of goods, In our opinion, the nature of companys
activities and prevailing internal controls are such that it does not
require an internal audit system.
8. (a) The Company is generally regular in depositing with appropriate
authorities current undisputed statu- tory dues including Income Tax,
Sales Tax, Fringe Benefit Tax, Excise Duty, Service Tax, Provident
Fund, ESIC, Investors Education and Protection Fund, and other relevant
statutory dues as applicable to it. However the evidence of payment of
excise, sales tax and other taxes are not available for our vefication.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of aforesaid statutory dues were
in arrears, as at 31st March, 2007 for the period of more than six
months from the date they became payable.
(c) According to information explanation given to us there are no dues
of Income Tax, Fringe Benefit Tax, Sales Tax, Services Duty and other
relevant statutory dues which have not been deposited on account of any
9. The company does not have accumulated losses exceeding fifty
percent of its net worth as at 31st March, 2007 and has not incurred
any cash losses during the current financial year covered by our audit,
and the immediately preceding financial year.
10. Based on our audit procedures and on the basis of the information
and explanations given to us by the management, we are of the opinion
that the company has not defaulted in the repayment of dues to the
bank. Company has not obtained any borrowing by way of debentures.
11. According to the information and explanations given to us, the
comapny has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
12. According to information and explanations given to us, the company
has not given any guarantee for loans taken by others form banks and /
or financial institutions :
13. The Company has not taken any term loans during the year.
14. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the comapny, we report
that the funds raised on short term basis have, prima facie, not been
used for long term investments.
15. During the year, the company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Companies Act, 1956.
16. According to the information and explanations given to us, the
company has not issued any debentures during the year.
17. The copany has not raised any money by way of public issue during
18. To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the company
was noticed br reported during the year.
19. In our opinion and according to the information and explanations
given to us, the nature of the copanys business / activities during
the year are such that clauses;
4(viii) Maintenance of cost records.
4(xiii) Provisions of any special statute applicable to chit fund.
4(xiv) Dealing or trading in shares, securites, debentures and other
of Company (auditors Report) Order, 2003 are not appliable to the
For, SOMPURA & ASSOCIATES
Place : Ahmedabad (M. M. Sompura)
Date : 30/8/2007 Proprietor
(M. No. 105061)