We have audited the financial statements of Gujarat
Terce Laboratories Limited (“the Company”), which
comprise the balance sheet as on 31st March
2025, and the statement of Profit and Loss and
statement of cash flows for the year then ended,
and notes to the financial statements, including
a summary of significant accounting policies and
other explanatory information.
In our opinion and to the best of our information
and according to the explanations given to
us, the aforesaid 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, of the state of affairs
of the Company as at 31st March, 2025, its losses
and its cash flows for the year ended on that date.
Basis for Opinion
We have conducted our audit in accordance with
the Standards on Auditing (SAs) 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 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
together with the ethical requirements that are
relevant to our audit of the financial statements
under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements and the Code of Ethics.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in
our professional judgment, were of most
significance in our audit of the standalone
financial statements of the current period. These
matters were addressed in the context of our
audit of the standalone financial statements as
a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on
these matters. We have determined the matters
described below to be the key audit matters to
be communicated in our report:
• In January 2018, the Board of Directors of
the company had decided to discontinue
the operations of the Metal Division,
which had already been suspended by the
management for some years. From the
financial year ending on 31st March 2018,
the Metal Division has been classified as
Discontinued Operations. At the time of
such classification, the recoverable value of
items of property, plant and equipment was
estimated based on the report of a registered
valuer. For the financial year ended on 31st
March 2025, no financial transactions or
impairment losses have been identified for
the said division.
• The Income Tax Department had made
additions to the income of the company on
various grounds for the financial years 2010¬
11, 2011-12, 2012-13 and 2013-14, against
which, the company had preferred appeals
before the Commissioner of Income Tax
(Appeals) during the respective periods in
which the matters were decided. The appeals
were disposed of by the Commissioner
with a reduction in demands, which were
duly paid by the company against the
appeal orders. However, in respect of those
matters, the Income Tax Department had
preferred further appeals before the Income
Tax Appellate Tribunal, Ahmedabad, and the
matters were decided by the Hon. Tribunal
against the company. The company had filed
a Miscellaneous Application for rectification
of the said orders which was decided by the
Hon. Tribunal against the company. Against
the said orders, the company had filed a
petition before Hon. Gujarat High court.
During the year under audit, the Income Tax
Department had launched a dispute resolution
scheme, viz. the Direct Tax Vivaad se Vishwas
scheme. The company has opted for settlement
of pending disputes under this scheme and filed
an application for the same in Form 1 as per the
scheme. The company is awaiting the certificate
in Form 2 from the Income Tax Department.
As per the declaration in the said Form 1, the
company has provided '341.71 lakh as tax item.
Information other than the financial statements
and auditors' report thereon.
The Company's board of directors is responsible
for the preparation of the other information. The
other information comprises the information
included in the Board's Report including
Annexures to Board's Report but does not
include the financial statements and our auditor's
report thereon.
Our opinion on the 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 financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements, or our knowledge
obtained during the course of our 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.
Responsibilities of Management and Those
Charged with Governance for the Standalone
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 financial statements that
give a true and fair view of the financial position,
financial performance and cash flows of the
Company in accordance with the accounting
principles generally accepted in India, including
the Indian Accounting Standards specified under
section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015.
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 financial statements that give 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 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
Financial Statements
Our objectives are to obtain reasonable
assurance about whether the 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
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of these 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 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 Companies Act, 2013, we are also
responsible for expressing our opinion on
whether the company has adequate internal
financial controls system in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by 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 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 financial statements,
including the disclosures, and whether
the financial statements represent the
underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements
in the standalone financial statements that,
individually or in aggregate, makes it probable
that the economic decisions of a reasonably
knowledgeable user of the standalone financial
statements may be influenced. We consider
quantitative materiality and qualitative factors
in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements
in the standalone financial statements.
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 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 Order”), issued
by the Central Government of India in
terms of sub-section (11) of section 143 of
the Companies Act, 2013, 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 and the Cash Flow
Statement dealt with in this Report are in
agreement with the books of account.
d) In our opinion, the aforesaid financial
statements comply with the Indian
Accounting Standards specified
under Section 133 of the Act, read
with Companies (Indian Accounting
Standards) Rules, 2015.
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 financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate Report
in 'Annexure B'.
g) With respect to the matters to be included
in the Auditor's Report under section
197(16), In our opinion and according
to the information and explanations
given to us, the remuneration paid by
the Company to its directors during
the current year is in accordance with
the provisions of section 197 of the
Act. The remuneration paid to any
director is not in excess of the limit
laid down under section 197 of the
Act. The Ministry of Corporate Affairs
has not prescribed other details under
section 197(16) which are required to
be commented upon by us.
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, in our opinion and to the best of
our information and according to the
explanations given to us:
(i) The details of pending litigations
of the Company have been
disclosed in Note 35 to the financial
statements. The company has
provided for tax liability of disputed
matters for the financial years 2010¬
11, 2011-12, 2012-13 and 2013-
14 under the Direct Tax Vivaad se
Vishwas scheme.
(ii) The Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses.
(iii) There were no amounts which
were required to be transferred
to the Investor Education and
Protection Fund by the Company.
(iv) The management has represented
that, to the best of its 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
entity(ies), including foreign
entities (“intermediaries”), 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
beneficiaries”) or provide any
guarantee, security or the like on
behalf of the ultimate beneficiaries;
(v) The management has represented,
that, to the best of its knowledge
and belief, 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 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 beneficiaries”) or provide
any guarantee, security or the
like on behalf of the ultimate
beneficiaries; and
(vi) Based on such audit procedures
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 (i) and (ii) of
Rule 11(e), as provided under
(a) and (b) above, contain any
material misstatement.
i) No dividends have been declared or
paid during the year by the company.
j) Based on our examination which
included test checks, the company
has used an 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. Further, during the course
of our audit we did not come across
any instance of the audit trail feature
being tampered with.
For M. A. Shah & Co.
Chartered Accountants
FRN:0112630W
Place: Anand Pramesh Doshi, FCA
Date: 26 May 2025 (Partner)
UDIN: 25045319BMISXL3104 Membership No.: 045319
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