We have audited the accompanying Standalone Financial
Statements of VENUS REMEDIES LIMITED ("the Company"),
which comprise the Standalone Balance Sheet as at March 31,
2025, and the Standalone Statement of Profit and Loss (including
other comprehensive income), Standalone Statement of Changes
in Equity and Standalone Statement of Cash Flows for the year
then ended, and notes to the Standalone Financial Statements,
including a summary of material accounting policies and
other explanatory information (hereinafter referred to as "the
Standalone Financial Statements").
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 Companies Act,
2013 ("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, and profit (including other 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 Act.
Our responsibilities under those SAs are further described in
the Auditor's Responsibilities for the Audit of the Standalone
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 Standalone Financial Statements under the provisions of the
Act 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.
EMPHASIS OF MATTER
We draw attention to Note 3 of the accompanying financial results,
which describes that the Board of Directors of the Company,
based on a legal opinion, has resolved to write off the time-barred
unsecured Foreign Currency Convertible Bond (FCCB) Liability of
USD 4.59 Million (H38.68 crores), which has remained unclaimed
for over 10 years and is no longer legally enforceable under
applicable laws. Accordingly, the outstanding principal amount
of the FCCB liability of H28.77 crores has been transferred from
Unsecured Loans to the Capital Reserve, considering its nature as
a capital receipt. While the unpaid accrued interest component of
H9.91 crores, being of revenue nature, has been recognized as an
exceptional item in the Statement of Profit and Loss.
Our opinion is not modified in respect of above matter.
INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
THEREON
The Company's management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company's annual
report, but does not include the Standalone Financial Statements
and our auditors' 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 in the 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 THE
STANDALONE FINANCIAL STATEMENTS
The Company's management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the state of affairs,
profit / loss (including other comprehensive income), changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) 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 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 Standalone Financial
Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management
and Board of Directors are 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.
Board of Directors is also responsible for overseeing the Company's
financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether
the Standalone 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
the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the
Standalone 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 Act, we
are also responsible for expressing our opinion on whether
the company has adequate internal financial controls with
reference to Standalone Financial Statements 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 Standalone 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
auditors' 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
Standalone Financial Statements, including the disclosures,
and whether the Standalone 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 Standalone Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditors' 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 (Auditors' Report) Order, 2020
("the Order") issued by the Central Government of India in
terms of Section 143(11) of the Act, we give in "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 (including other comprehensive income), the
Statement of Changes in Equity and the Statement of
Cash Flows 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 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 March 31, 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) In our opinion, the managerial remuneration for the
year ended 31st March, 2025 has been paid / provided
by the Company to its directors in accordance with
the provisions of Section 197 read with Schedule V
to the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.
(h) With respect to the other matters to be included in
the Auditors' Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations
given to us:
i. The Company has disclosed the impact of
pending litigations as at 31st March, 2025 on
its financial position in its Standalone Financial
Statements - Refer Note 44 to the Standalone
Financial Statements;
ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if any,
on long-term contracts including derivative
contracts;
iii. There is no amount which are required to be
transferred, to the Investor Education and
Protection Fund by the Company;
iv. (a) 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
persons or entities, 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 ("Ultimate
Beneficiaries") by or on behalf of the
Company or
• provide any guarantee, security or the
like to or on behalf of the Ultimate
Beneficiaries;
(b) The management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any persons or entities, 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 ("Ultimate
Beneficiaries") by or
• on behalf of the Funding Party or
provide any guarantee, security or the
like from or on behalf of the Ultimate
Beneficiaries; and
(c) Based on such audit procedures as
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 (iv)
(a) and (iv) (b) above contain any material
misstatement;
v. The company has not declared or paid any
dividend during the year and accordingly
compliance of Section 123 of the Act is not
applicable during the year; and
vi. The reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 is applicable
from 1 April 2023.
Based on our examination which included test checks the
Company has used accounting software's for maintaining its
books of account, which have a feature of recording audit trail
(edit log) facility and the same has operated throughout the year
for all relevant transactions recorded in the respective software
and the audit trail feature has not been tampered with and the
audit trail has been preserved by the company as per the statutory
requirements for record retention.
For J.K Jain & Associates
Chartered Accountants
FRN-004025N
J. K. Jain
Partner
M.No. 083140
UDIN: 25083140BMSCJF7714
Place: Panchkula
Date: 26th May, 2025
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