1. We have audited the attached Balance Sheet of Aventis Pharma
Limited (''the Company'') as at December 31, 2011 and also the Profit and
Loss account and the Cash Flow statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company''s 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 plan 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 supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
3. As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) (''the Order'') issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act,
1956(''the Act''), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
v. On the basis of the written representations received from the
directors, as on December 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
December 31, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Act.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts 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
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at December 31,2011;
b) in the case of the Profit and Loss account, of the profit for the year
ended on that date; and
c) in the case of Cash Flow statement, of the cash flows for the year
ended on that date.
Re: Aventis Pharma Limited (''the Company1)
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification 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) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) The Company had granted loan to a company covered in the
register maintained under section 301 of the Act. The maximum amount
involved during the year was Rs. 1,840,000 thousands and year-end
balance of loan granted to such party was Rs. 340,000 thousands.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
(c) In respect of loans granted, repayment of the principal amount is as
stipulated and payment of interest has been regular.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 301 of the
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Act. Accordingly, the
provisions of clause 4(iii) (e) to (g) of the Order are
not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
(b) In respect of transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakhs entered into during
the financial year, because of the unique and specialized nature of the
items involved and absence of any comparable prices, we are unable to
comment whether the transactions were made at prevailing market prices
at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1) (d) of the Act related
to the manufacture of formulations and bulk drugs, and are of the
opinion that prima facie, the prescribed accounts and records have been
made and maintained.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues applicable have generally been regularly
deposited with the appropriate authorities though there has been a
slight delay in a few cases.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other material statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable.
(c) According to the information and explanation given to us, there are
no dues of wealth tax, income tax, sales tax, customs duty and service
tax and cess which have not been deposited on account of any dispute.
According to the records of the Company, the dues outstanding of excise
duty on account of any dispute, are as follows:
Name of the
statute Nature of dues Amount Period to
which the Forum where
relates dispute is pending
Act, 1944 Duty on Samples 529 1994tol999 Customs Excise
Modvat 1,720 1993 Commissioner of
Modvat 361 1993 Commissioner of
-tions Dispute Whether
Central 23,156 1990tol997 Central Board of
1955 or State Excise
duty and Customs
Central 13,207 1996tol999 Commissioner of
Excise duty Excise,
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks. The Company
does not have any borrowings from financial institutions or byway of
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security byway of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund/ society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
Bank or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Act.
(xix) The Company did not have any outstanding debentures during the
(xx) The Company has not raised any money through a public issue during
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
For S.R.BATLIBOI & CO
Firm registration number: 301003E
per Vijay Maniar
Place: Mumbai Date: February 23, 2012