We have audited the Financial Statements of AAREY DRUGS & PHARMACEUTICALS LTD ("theCompany"), which comprise the Balance Sheet as at 31stMarch 2025, the Statement of Profit and Loss,Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and Notes to theFinancial Statements, including a Summary of Significant Accounting Policies and Other ExplanatoryInformation.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2025, and profit/loss, changes in equity and its cashflows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.
1. We draw attention to Note 3.1 of the Financial Statements, which states that the Company has addedPlant and Machinery in its Fixed Asset Schedule that is not in the state to be used as on Balance sheetdate. Therefore, depreciation has not been charged upon the same. The Depreciation on the samewould be charged from the day such Plant and Machinery is completely installed and will be available touse to the Company. The Management has verified the same and provided information and explanationto us in relation to the same and we have relied on the said information and representation.
2. We draw your attention to Note 36 of Balance sheet which states that Closing Balances are reliedupon as per books of accounts as there is absence of significant periodic balance confirmation forverification of outstanding balance of debtors and creditors. Debtors and Creditors Balances are subjectto Confirmation. Debtors & Creditors Balances are as per Management representation and relied uponby the auditors. The consequential impact thereof on the account is not ascertainable.
3. We draw attention to Note 22 of the financial statements, which describes that the Company has paidonly a part of its income tax liability for the Assessment Year 2024-25 and the balance amount of Rs.57,51,300 remains unpaid as at March 31, 2025.
Our opinion is not modified in respect to the said matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the financial statements of the current period. These matters were addressed in the context ofour audit of the financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
We have determined the matters described below to be key audit matter to be communicated in ourreport.
PARTICULARS
AUDITOR’S RESPONSE
Statutory liabilities
The Company has various tax litigations pendingbefore various authorities, the outcomes of whichare material but not practicable for the Companyto estimate the timings of cash outflows.
For legal, regulatory and tax matters our proceduresincluded examining external legal opinionsobtained by management; meeting with regionaland local management and examining relevantGroup correspondence; discussing litigations withthe Company’s legal counsel and tax head;assessing management’s conclusions throughunderstanding precedents set in similar cases; andcircularization, where appropriate, of confirmationsto third party legal representatives regarding certainmaterial cases.
We also involved our internal tax specialists to gainan understanding and to determine the level ofexposure for tax litigations of the Company.
The outcomes of these tax litigations remainuncertain, and as of the date of our audit report,the Company has been unable to reliably estimatethe timing of any cash outflows that may resultfrom these litigations. The ultimate resolution of
these matters may result in material adjustmentsto the financial statements in future periods.
In light of the above, we examined the level ofprovisions recorded in financial statements
As per Section 185 of the companies Act, 2013, the company cannot provide loans directly or indirectlyto any of its directors or relative of director or entities in which director is interested. If the companyadvances loan in contravention to Section 185, the company shall be punishable with fine which shallnot be less than Rs. 5 Lakh but may extend to Rs.25 Lakh.
Company has provided loans to directors which is in non-compliance of section 185 of the CompaniesAct, 2013. Details of loans to directors are as follows :
Particulars
Nature of relationshipwith the company
Amount
Balance as on31.03.2025
Mihir Ghatalia
Managing Director
55,39,483
0
Nimit Ghatalia
Whole Time Director
1,55,75,904
Mira Ghatalia
Relative of Director andCFO
3,08,48,598
Chetan K Mehta
Independent Director
2,00,000
Bina Ghatalia
Relative of director
4,68,81,900
Ekta N Ghatalia
73,50,000
The Company's Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these financial statements that givea true and fair view of the financial position, financial performance, changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including theAccounting Standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability tocontinue as a Going Concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Company or tocease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee thatan 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 theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, 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 proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we arealso responsible for expressing our opinion on whether the Company has adequate internal financialcontrols system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates 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 orconditions that may cast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor's report tothe related disclosures in the financial statements or, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable,related safeguards.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.
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 ourknowledge 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 asit appears from our examination of those books
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (IndAS) specified under Section 133 of the Act, read with 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 takenon record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 frombeing 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 theCompany and the operating effectiveness of such controls, refer to our separate Report in "AnnexureB".
(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements.
ii. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.
iv.
(a) The management has represented that, to the best of its knowledge and belief, other than asdisclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the company to or in anyother person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
(b) The management has represented, that, to the best of its knowledge and belief, other than asdisclosed in the notes to the accounts, no funds have been received by the company from any person(s)or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded inwriting or otherwise, that the company shall, whether, directly or indirectly, lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on audit procedures which we considered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe that the representations under subclause(i) and (ii) contain any material mis-statement
v. The company has not declared or paid any dividend during the year in contravention of the provisionsof section 123 of the Companies Act, 2013.
3. Based on our examination carried out in accordance with the Implementation Guidance on Reportingon Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 issued by the Instituteof Chartered Accountants of India, which included test checks, we report that the company has not usedan accounting software for maintaining its books of account which has a feature of recording audit trail(edit log) facility and the same has not been operated throughout the year for all relevant transactionsrecorded in the software.
a. Further, during the course of our audit we were unable to check instance of the audit trail featurebeing tampered with. Our examination of the audit trail was in the context of an audit of financialstatements carried out in accordance with the Standard of Auditing and only to the extent required byRule 11(g) of the Companies (Audit and Auditors) Rules,2014.
b. We have not carried out any audit or examination of the audit trail beyond the matters required bythe aforesaid Rule 11(g) nor have we carried out any standalone audit or examination of the audit trail.
c. 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 audittrail as per the statutory requirements for record retention is not applicable for the financial year endedMarch 31, 2025.
(a member firm of M A R C K S Network)
Chartered AccountantsICAI FRN: 106584W/W100751
(Partner)
ICAI MRN: 179547
Place: MumbaiDate: 30th May 2025
UDIN: 25179547BMMBGL7897