We have audited the accompanying standalone financial
statements of PAR DRUGS AND CHEMICALS LIMITED
("the Company"), which comprise the balance sheet as
at 31st March 2025, and the statement of Profit and Loss
(including other comprehensive income), the statement
of changes in equity and the statement of cash flows for
the year 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
standalone 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 Indian
Accounting Standards prescribed under section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended ("Ind AS") and other
accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025,
and its profit, total comprehensive income, changes in
equity and its cash flows for the year ended on that date.
Basis for Opinion
We 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 financial statements of the current period.
These matters were addressed in the context of our
audit of the 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.
Assessment of Going Concern Assumption due to
Strategic Business Restructuring
Why this matter was considered to be one of the most
significant in the audit
During the year, the Company's Board of Directors
approved a slump sale of its primary business unit,
which contributed more than 99% of the Company's
revenue from operations. Concurrently, the Company
has resolved to enter into new business segments
including clean energy, real estate, and capital markets.
These developments involve significant judgement by
the management in assessing the Company's ability to
continue as a going concern and executing the transition
effectively.
How the matter was addressed in the audit
Our audit procedures included, among others:
• Reviewing the Board minutes and shareholder
communications regarding the slump sale and
proposed new business lines;
• Evaluating management's forecast and cash flow
projections post-sale;
• Assessing the valuation reports and terms of the
related party transaction;
• Verifying availability of financial resources from the
transaction to fund future operations;
• Evaluating the adequacy of disclosures made in the
financial statements.
We found the disclosures to be appropriate and the
management's conclusion regarding going concern to
be reasonable based on the available facts and plans.
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 Management Discussion and
Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does
not include the standalone 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 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.
Management's Responsibility for 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
standalone financial statements that give a true and fair
view of the financial position, financial performance,
including other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the Ind AS and other accounting principles
generally accepted in India, including the accounting
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 for safeguarding of the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
implementation and maintenance of 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 statement
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 Standards on Auditing ("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 financial statements.
As part of an audit in accordance with Standards on
Auditing ("SAs"), we exercise professional judgment and
maintain professional skepticism 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.
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:
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.
As required by Section 143(3) of the Act, based on our
audit 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 Ind AS specified under
Section 133 of the Act.
(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 over financial reporting of the Company
and the operating effectiveness of such controls,
refer to our separate Report in "Annexure - B".
(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 explanation given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provision
of section 197 of 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, in
our opinion and to the best of our information and
according to the explanations given to us:
i. The Company does not have any pending litigations
which would impact its financial position.
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 it's knowledge and belief, as disclosed
in the note 28.4 to the accounts, 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, 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 it's knowledge and belief, as disclosed in the note
28.5 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 in writing
or otherwise, that the Company shall, 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.
vi. Based on the 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 (i) and (ii) of Rule 11(e) contain any
material mis-statement.
vii. During the year company has not declare or paid
any dividend, hence reporting under Rule 11(f) of
Companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended March 31,
2025.
viii. 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 April 1, 2023, and
accordingly, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014 is applicable for the
financial year ended March 31, 2025 and company
has maintained books of accounts using accounting
software which has a feature of reporting audit trail.
SARUPRIA SOMANI & ASSOCIATES
(Firm Registration No - 010674C)
CHARTERED ACCOUNTANTS
Sd/-
MIRAL MEHTA (Partner)
M.No.145361
UDIN - 25145361BMLKCF4039
Bhavnagar
08 th May, 2025
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