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Orchid Pharma Limited Audit Report / Information 2021
60526_rns_2021-05-22_2eda8501-07ab-497e-8406-c69af055e507.pdf
Audit Report / Information
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| Formerly known as Orchid Chemicals & Pharmaceuticals Limited }
Corp. Off.: Orchid Pharma Ltd., 'Orchid Towers' 313, Valluvarkottam High Road, Nungambakkam, Chennai - 600 034. India CIN: L24222TN1992PLC022994
| Off.: | Formerly known as Orchid Chemicals & Pharmaceuticals Limited }Orchid Pharma Ltd., 'Orchid Towers' 313, Valluvarkottam High Road, Nungambakkam, Chennai - 600 034. | |
|---|---|---|
| May 22, 2021 | ||
| National Stock Exchange of India Ltd | BSE Limited | |
| Listing Department | Corporate Relationship Department | |
| Exchange Plaza, 5th Floor, | 1st floor, New Trading Ring | |
| Plot No: C/1, G - Block, Bandra — Kurla | Rotunda Building, P J Towers | |
| Complex, Bandra (East), | Dalal Street, Fort | |
| Mumbai - 400 051 | Mumbai - 400 001 | |
| NSE Symbol: ORCHPHARMA | BSE Code: 524372 | |
| Luxembourg Stock Exchange | London Stock Exchange | |
| Bourse de Luxembourg | 10 Paternoster Square | |
| BP 165, L-2011 Luxembourg Siege social | London | |
| 11, avenue de la Portal — Neuve | EC4M 7LS | |
| United Kingdom |
Sub: Disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015 Outcome of Board meeting held on May 22, 2021
Dear Sir/Madam
We refer to our communication dated May 15, 2021 submitted to your good office pertaining to the Board meeting to be held on May 22, 2021. Further, in accordance with Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, we would like to inform that the Board of Directors at their meeting held today i.e., May 22, 2021 have inter-alia:
-
Considered, approved and taken on record the Audited financial statements (Standalone and Consolidated) for the Quarter and Financial year ended March 31, 2021 along with the Statement of Assets and Liabilities. A copy of the duly signed financial statements along with the Auditor's report (Standalone and Consolidated) are enclosed herewith. The Statement of impact of Audit qualifications for Audit report with modified opinion is appended herewith.
-
Approved the change of Registrar to an Issue and Share Transfer Agent {RTA) from M/s. Integrated Registry Management Services Private Limited, Chennai to M/s Abhipra Capital Limited, New Delhi.
-
Approved the proposal to delist the Global Depository Receipts (GDRs) of the Company from the Luxembourg Stock Exchange and London Stock Exchange Limited subject to compliance of various formalities required in this regard.
-
Subject to the receipt of requisite approvals, has approved the transfer of its NPNC Formulations Division (IKKT Undertaking) at lrungattukottai, Chennai to a Joint Venture with a subsidiary of Bionpharma INC, a US based generic pharmaceutical company with a commercial portfolio and a pipeline of generic products in the United States through Business Transfer Agreement to be executed between the Company and a "New Company" to be incorporated. Please find enclosed disclosure pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 as Annexure to this letter.
( Formerly known as Orchid Chemicals & Pharmaceuticals Limited } Corp. Off.: Orchid Pharma Ltd., 'Orchid Towers' 313, Valluvarkottam High Road, Nungambakkam, Chennai - 600 034. India CIN: L24222TN1992PLC022994
-
Proposed steps to be taken by the incoming investor for achieving the Minimum Public shareholding- The Promoters would be opting for Offer for Sale mechanism to bring the Minimum Public Shareholding to 10% to ensure adherence with approved Resolution plan for the Company and other applicable Regulations.
-
Approved the constitution of the Business Consolidation Committee to evaluate the proposal of business consolidation of M/s. Dhanuka Laboratories Limited and Orchid Pharma Limited. The said consolidation was planned as a part of the Resolution plan of the Company and will bring significant synergies to the complete business.
-
The Board is happy to inform that Orchid had developed a new molecule known as OCID-5090, which was licensed to a company named Allecra Therapeutics, this molecule was undergoing the clinical trials and we are happy to inform that the molecule has cleared the Phase 3 clinical trials. Allecra Therapeutics would now either directly or through out license file for NDA of this molecule. Allecra has already out licensed the product to Haini Pharmaceuticals, China for the Chinese Territory at a value of $78mn plus royalties. As per the IP Agreement between Orchid Pharma Limited and Allecra Therapeutics, Orchid is entitled to receive a Royalty of 6-8% on the worldwide sales of the product. Therefore, once the molecule is commercialised, Orchid can expect a regular stream of Royalty from Allecra. Further, the rights to develop and commercialise the molecule in India (which is under patent protection) remain with Orchid Pharma Limited, and the company is evaluating the various options to commercialise the product.
Kindly take the above on your records.
Thanking you,
Yours faithfully,
| Formerly known as Orchid Chemicals & Pharmaceuticals Limited }
Corp. Off.: Orchid Pharma Ltd., 'Orchid Towers' 313, Valluvarkottam High Road, Nungambakkam, Chennai - 600 034. India CIN: L24222TN1992PLC022994
Annexure |
| OrchidPharma¥ Formerly known as Orchid Chemicals & Pharmaceuticals Limited } | ||
|---|---|---|
| Orchid Pharma Ltd., 'Orchid Towers' 313, Valluvarkottam High Road, Nungambakkam, Chennai - 600 034. | CIN: L24222TN1992PLC022994 | |
| Annexure | ||
| Particulars | Remarks | |
| The amount and percentage of the turnoverrevenueincomeworthandnetororcontributedby such unit or division of theduring thelast financial year;entitylisted | NPNCTurnover of itsFormulationsDivisionUndertaking)(IKKTFinancialthefor2020-2021 is Rs.2133.26 Lakhs (4.7%) | |
| NPNCFormulationsworthNetrelatingtoUndertaking)MarchDivision(IKKTonas31,2021 is Rs.7775.06 Lakhs | ||
| (b) | agreement for salewhichDatetheonhasbeen entered into; | The Proposed transaction is conditional uponcompletionsatisfactoryrespectivetheofconditions precedent by the parties (includingshareholders and other necessary approvals ) |
| agreementwouldenteredThesaleforbeShareholdersapprovalaftertheofproposedincorporationAssociateofcompletion of other necessary formalities. | ||
| {c) | expectedcompletionThedatesale/ofofdisposal; | completionSubjectsatisfactoryoftoconditions precedent {including shareholdersand other necessary approvals) by the partiesand in accordance with the other provisions ofBTA, the transaction will be effective by July31,2021mayothersuchdateorasbetweenmutuallyagreedpartiesthe"Closing Date"). |
| (d) | Considerationreceivedfromsuchsale/disposal; | considerationThetransactiontheforestimatedRs.170Croresbeuptotocombination of cash and equity stake up to26% in the "New Company" |
| {e) | Brief details of buyers and whether any of thepromoter/promoterbuyersbelongthetocompanies.group/groupdetailsyes,Ifthereof; | CompanyNewwouldThe("Buyer")beCompanyAssociateandtheofisincorporated. Orchid Pharma Limited will have26% Stake in the new Company.companyproposedwouldTheincorporated in India as an Associate of OrchidPharma Limited and Subsidiary of BionpharmapharmaceuticalbasedgenericUSINC,acompany. |
| OrchidPharma¥ | ||
|---|---|---|
| Corp. Off.: Orchid Pharma Ltd., 'Orchid Towers' 313, Valluvarkottam High Road, Nungambakkam, Chennai | ( Formerly known as Orchid Chemicals & Pharmaceuticals Limited }- 600 034. | |
| (f) | Whetherwouldtransactionthefall | CIN: L24222TN1992PLC022994within The transaction would fall under the purview |
| party transactions?relatedIfthe same is done at "arm's length"; | yes, whether of related party transaction. The transaction isundertaken on arm' length basis. | |
| (g) | sub-clause, "slump sale" shall mean the transfer of one or moreand liabilities in such sales. | Additionally, in case of a slump sale, indicative disclosures provided for amalgamation/ merger,shall be disclosed by the listed entity with respect to such slump sale. For the purpose of thisundertakings, asresult ofathe sale fora lump sum consideration, without values being assigned to the individual assets |
| Areas of business of the entity (ies) | ||
| Seller | ||
| PharmaOrchidvertically(Seller)Ltd.isamanufacturingmarketing.TheandSeller'sPharmaceutical Ingredients (API), Finished Dosage Forms. | companyspanningintegratedentirethepharmaceutical value chain from discovery to delivery with established credentials in research,pharmaceuticalsolutionsincludeActive | |
| Buyer | ||
| incorporatedThebuyer is tobeasain NPNC Formulations business. | subsidiary of BionpharmabasedgenericUSINC,apharmaceutical company as and an Associate of Orchid Pharma Limited and would be engaged | |
| Rationale of the proposed Slump Sale | ||
| pandemic. | This strategic collaboration, will help Orchid expand its Formulations base in Regulated Marketswith a strong partner with a presence in US, which is especially important in light of current | |
| Brief details of change in shareholding pattern (if any) of the listed entity | ||
| There will be no change in the Shareholding of Orchid Pharmaproposed transaction. | Limited consequent to the | |
| Orchid Pharma Limited | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Regd. Office: "Orchid Towers' #313, Valvar Kottak High Road, Nungambakkam, Chennai - 600034, Tamil Nadu, IndiaPh. +91 - 44 - 2821 1000 / 2823 0000 Fax: +91 - 44 - 2821 1002 Email id: [email protected] Website: www.orchidpharma.com | |||||||||||
| CIN: L24222TN1992PLC022994 | |||||||||||
| Statement of Audited Consolidated and Standalone Financial Results for the quarter and year ended March 31, 2021 | |||||||||||
| S. No. | (All amounts are in lakhs of Indian Rupees, unless otherwise stated) | ||||||||||
| Particulars | Standalone financial results | ||||||||||
| For the quarter ended | Consolidated financial results | ||||||||||
| Mar 31, 2021 Dec 31, 2020 | For the year ended | For the quarter ended | |||||||||
| (Audited) | Mar 31, 2020 | Mar 31, 2021 | Mar 31, 2020 | Mar 31, 2021 | Dec 31, 2020 | For the year ended | |||||
| (Unaudited) | (Audited) | (Audited) | (Audited) | (Audited) | (Unaudited) | Mar 31, 2020 | Mar 31, 2021 | Mar 31, 2020 | |||
| Income from Continuing Operations | (Audited) | (Audited) | (Audited) | ||||||||
| $\overline{2}$ | Net Sales / Income from operations | 12,049.42 | 10,263.02 | 11,010.99 | |||||||
| Other Income (Net) | 253.63 | 173.65 | 569.78 | 45,059.50 | 48.120.90 | 11,955.97 | 10,278.40 | 8,728,37 | 45.006.04 | ||
| 647.52 | 2.427.72 | 1.128.68 | 173.65 | 548.68 | 1,522.57 | 48.383.15 | |||||
| Total Income (1+2)Expenses | 12,303.05 | 10,436.67 | 11,580.77 | 2,427.72 | |||||||
| 45,717.02 | 50,548.62 | 13,084.65 | 10,452.05 | 9,277.05 | 46,528.61 | ||||||
| Cost of materials consumed | 5,580.70 | 6.376.34 | 5,797.03 | 50,807.87 | |||||||
| Purchase of stock-in-trade - Traded goods | 9.16 | 24,496.08 | 21.991.46 | 5,608.57 | 6,342.43 | 4.380.63 | 24.559.55 | ||||
| Changes in inventories of raw material, work-in-progress, stock- | 2.319.39 | (366.59) | 556.95 | 46.97 | $\sim$ | 39.44 | ÷ | 22.121.19 | |||
| in-trade and finished goodsEmployee benefit expenses | (1.568.79) | (2.007.26) | 2,220.76 | (380.04) | (1,870.92) | (1.709.36) | 45.96 | ||||
| Finance costs | 937.40 | 1.862.88 | 1,850.55 | (1.832.56) | |||||||
| 1,188.55 | 1,253.34 | 78.10 | 6,439.88 | 7.159.97 | 981.35 | 1,926.60 | 955.72 | 6,710.79 | |||
| Depreciation and amortization expenseOther expenses | 2.032.17 | 2.899.28 | 3,119.33 | 5,133.56 | 415.85 | 1,188.55 | 1.253.34 | 78.10 | 5,133.56 | 7,485.49 | |
| 840.12 | 2.944.58 | 5,600.47 | 10,889.86 | 11.790.74 | 2,032.74 | 2.899.28 | 2,320.59 | 10.891.64 | 415.85 | ||
| Total Expenses | 9.913.65 | 19.996.64 | 1,397.202,882.90 | 1.121.59 | 10.467.24 | 11,792.78 | |||||
| 12,898.33 | 14.969.83 | 17,011.59 | 55,304.24 | 17,745.34 | |||||||
| 5 | 59,394,37 | 13,429.17 | 14,924.51 | 7,025.15 | 56,053.50 | ||||||
| 6 | Loss before exceptional items and tax (3-4)Exceptional items (refer note 4) | (595.28) | (4, 533, 16) | (5,430.82) | (9, 587.22) | 57,777.05 | |||||
| $\overline{7}$ | $\sim$ | (8, 845.75) | (344.52) | (4, 472.45) | 2,251.90 | (9,524.89) | |||||
| Loss before tax from continuing operations (5+6) | (595.28) | (4, 533, 16) | (5, 430, 82) | (9, 587.22) | $\sim$ | (6,969.18) | |||||
| 8 | Tax expense | (B, 845.75) | (344.52) | (4,472,46) | 2,251.90 | (9,524.69) | (6.969.15) | ||||
| Current tax | |||||||||||
| Deferred tax | ٠ | $\overline{\phantom{a}}$ | |||||||||
| Total Tax Expenses | ٠ | $\sim$ | $\tilde{\phantom{a}}$ | $\overline{a}$ | ٠ | ||||||
| $\sim$ | $\sim$ | $\sim$ | $\sim$ | $\ddot{\phantom{0}}$ | $\sim$ | $\ddot{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | |||
| 9 | $\sim$ | $\sim$ | $\sim$ | $\overline{\phantom{a}}$ | $\blacksquare$ | ||||||
| Loss for the period from continuing operations (7-8) | (595.28) | (4, 533.16) | (5, 430.82) | (9,587.22) | $\overline{a}$ | ||||||
| (3, 845.75) | (344.52) | (4, 472, 46) | 2,251.90 | (9,524.69) | |||||||
| (6.959.18) |
$\mathbf{r}$
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$\langle \cdot, \cdot \rangle$
$5.15.544$
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| Orchid Pharma Limited | |||
|---|---|---|---|
| Zistement of vingites Couzoncated and Standsions Financial Results for the duarier and year quere maren all keep to theS. No. Particulars | Stand alone financial results | Consolidated financial results | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For the quarter ended | For the year ended | For the quarter ended | For the year ended | ||||||||
| Mar 31, 2021(Audited) | Dec 31, 2020(Unaudited) | Mar 31, 2020(Audited) | Mar 31, 2021(Audited) | Mar 31, 2020(Audited) | Mar 31, 2021(Audited) | Dec 31, 2020(Unaudited) | Mar 31, 2020(Audited) | Mar 31, 2021(Acclifed) | Mar 31, 2020(Audited) | ||
| a | Loss for the period from continuing operations (7-8) | (595.28) | (4, 533, 16) | (5, 430.82) | (9, 587.22) | (8.845.75) | (344.52) | (4.472.46) | 2.251.90 | (9.524.89) | (6, 959.18) |
| Loss from discontinued operations (refer note 6) | (2, 128.11) | (2, 128.11) | (6.137.83) | (2.12811) | (5, 137.83) | (2.178.11) | (5, 137, 83) | ||||
| 11 | Tax expense of discontinued operations. | $\sim$ | ۰. | ||||||||
| Loss from discontinued operations (after tax) (10-11) | (2.123.11) | (2.128.11) | (6.137.83) | (2, 128, 11) | (6, 137.83) | (2.128.11) | (6, 137.93) | ||||
| 13 | Loss for the period (9+12) | (2, 723.39) | (4, 533, 16) | (5,430.82) | (11, 715.33) | (14, 983.58) | (2,472.63) | (4.472.45) | (3,885.93) | [1,653.00] | (13,107,01) |
| 14 | Other comprehensive income, net of income tax | ||||||||||
| [a] (ii) dems that will not be reclassified to profit or loss. | 210.79 | (47.61) | (263.77) | 66.47 | (202.23) | 210 79 | (47.6") | (263.77) | 66.47 | (202.23) | |
| (a) income tax relating to items that will not be reclassified to | |||||||||||
| profit or loss. | |||||||||||
| (b) (f) demis that will be reclassified to profit or loss. | |||||||||||
| (a) income tax relating to items that will be reclassified to | |||||||||||
| profit or loss. | |||||||||||
| Total other comprehensive income/ (loss), net of income tax | 210.79 | (47.61) | (263.77) | 66.47 | (202.23) | 210.79 | (47.61) | (263.77) | 65.47 | (262.23) | |
| 15 | Total comprehensive Loss for the period (13+14) | (2, 512.60) | (4,580.77) | (5,694.59) | (11, 648.86) | (15, 185.81) | (2, 261.84) | (4,520.07) | (4, 149.70) | (11, 585, 53) | (13,309.24) |
| 15 | Paid-up equity share capital | 4.081.64 | 4.081.64 | 4.081.64 | 4.081.54 | 4.031.64 | 4.081.64 | 4.081.64 | 4,081.64 | 4 081.64 | 4,081.64 |
| Face value per share (Rs) | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | 10.00 | |
| Earning per share (Rs) (not annualised) | |||||||||||
| Basic | (5.67) | (11.11) | (13.31) | (28.70) | (16.87) | (6.06) | (10.96) | (9.52) | (28.55) | (14.75) | |
| - Diluted | (5.67) | (11.11) | (13.31) | (28.70) | (16.87) | (6.06) | (10.96) | (9.52) | (23.55) | (14.75) | |
enlistated and Standalone Financial Results for the quarter and year ended March 31, 2021 (Cd, td., ).
$\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{L}(\mathcal{$
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Statement of Audited Consolidated and Standalons Financial Results for the quarter and year ended March 31, 2021 (Contd. 1)
Notes:
- 1 The above results for the custler and year ended March 31, 2021 as reviewed and recommended by the Audit committee of the Board, has been approved by the Board of Directors at its meeting held on May 22, 2021 The statuto company have expressed a modified audit opinion.
- 2 The Company has accounted the business combination during March 31, 2020 with provisional numbers due to Covid19 related restrictions in derting complete valuation for various assets and liabilities, including impairment property, plant and equipment, capital work in progress, intergibles and intangibles under development. During the year, the Company has optained a detailed valuation report on litting of the general lockdown through exter consequental adjustments were made and previous year figures have been restated from the date of adquisition as provided in Ind AS 103 for provisional accounting for business combinations.
- 3 During the quarter and year ended March 31, 2021, the Company has incurred a net loss of Rs. 11715.33 lakhs on a standalone basis and as of March 31, 2021 the Company's accumulated losses amounted to Rs.213329.45 lakhs. implementation of the approved resolution plan, the above financial results have been continued to be prepared on a going concern basis.
- 4 The COVID-19 par lemic is rapidly spreading throughout the world. Orchid's plants and offices were under nationwide lockduwn since March 24, 2020 (ii) May 03, 2020 and again during June 2020. However, the production was during the lock down as the Company falls under the essential goods industry category. The Company has made detailed assessment of its figurdity position for the next year and the recoverability and carrying value of its a plant and equipment, investments, inventory and trade receivables. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company continues to eva probable considering the orders on hand. The situation is changing rapidly giving rise to inherent uncertainly around the extent and timing of the potential future impact of the COVID-19 which may be different from that es approval of the financial results. The Company will continue to closely mentior any material changes arising of future economic conditions and impact on its business.
-
- The stalement has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" prescribed under section 133 of the companies Act. 2 recognised accounting practices and policies generally accepted in India, to the extent applicable.
- 6 During the quarter ended March 31, 2021, the Company has decided to sell off the undertaking at Irungattukottai, the land at Vishakhapatnam and the land and buildings at Orchid Towers, Accordingly, the related assets/ li classified as Non current assets held for sale and Disposable Groups as per Ind AS 105. The Company also re-presented the disclosures of the operations of the Company for the quarter and year ended March 31, 2021 and quart March 31, 2020 presented in the audited results so that the disclosures relate to all operations that have been discontinued by the end of the recorting period for the latest period presented read with cote 8 below.
- The operations of the Company falls under a sinole operating segment i.e., "Pharmaceuticals" in accordance with Ind AS 109 "Operating Segments" and hence no recorting as per Ind AS 108 is applicable.
- 8 The figures for the quarter ended March 31, 2021 represents the balancing figure between the audited results for the year ended March 31, 2021 and the unaudited figures for the nine months ended on December 31, 2020.
$S.F.Gw}$
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| Statement of assets and liabilities | (Ps in lakhs) | |||
|---|---|---|---|---|
| Standalone | Consolidated | |||
| Particulars | As at | As at | As at | As at |
| March 31, 2021 | March 31, 2020 | March 31, 2021 | Warch 31, 2020 | |
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 67.001.85 | 84.352.63 | 67,007.68 | 84.370.24 |
| Intangible assets | 35.85 | 1,423.24 | 36.86 | 1,423.25 |
| Capital work in progress. | 743.06 | 1,507.18 | 743.06 | 1,507.18 |
| intanoible assets under development | $\sim$ | 1,054.07 | $\sim$ | 1.054.07 |
| Financial Assets | ||||
| Investments | 40.44 | 33.82 | 40.44 | 33.82 |
| Other financial assets | 399.72 | 140.76 | 399.72 | 140.76 |
| Other non-current assets | 511.74 | 528.77 | ||
| 68.221.93 | 88,521.70 | 68,739.50 | 69,059 M | |
| Current assets | ||||
| Inventories | 15,056.57 | 14,078.10 | 15,288.53 | 14, 169.47 |
| Financial Assets | ||||
| investments. | 1,502.08 | 1,502.08 | ||
| Trade receivables | 13,196.12 | 6,638.11 | 13.569.81 | 6,796.94 |
| Cash and cash equivalents | 1,475.04 | 8,817.10 | 1,569.39 | 8,989.15 |
| Bank balances other than above | 421.78 | 8.414.88 | 421.78 | 8.414 88 |
| Other financial assets | 7.07 | 11.75 | 7.07 | 11.75 |
| Current tax assets (net) | 5,445.99 | 5,938.27 | 5,445.99 | 5.938.27 |
| Non current assets held for sale and disposal groups (refer note 6 above). | 12,085.19 | $\sim$ | 12.085.19 | $\tilde{\phantom{a}}$ |
| Other current assets | 5,035.09 | 12,579.24 | 5.095.87 | 12.611.98 |
| 54,224.93 | 56,477.45 | 54,985.71 | 56,932.44 | |
| Total - Assets | 1,22,446.86 | 1,44,999.15 | 1,23,725.21 | 1,45,990.53 |
| Equity and Liabilities | ||||
| Equity | 4.081.64 | |||
| Equity share capital | 4.081.64 | 4,031.64 | 4.081.64 | |
| Other Equity | 64.052.04 | 75,700.90 | 61,209.14 | 72,516.84 |
| 68.133.68 | 79,782.54 | 65,290.78 | 76,598.48 | |
| Non current iizbilities | ||||
| Financial Liabilities | 50.397.07 | 42.749.74 | 50.397.07 | |
| Borrowings | 42.749.74 | |||
| Provisions | 1,153.89322.52 | 1,178.54322.62 | 1,153.89322.62 | 1,179.54322.62 |
| Deferred tax liabilities (Net) | 44.226.25 | 51,898.23 | 44,226.25 | 51,898.23 |
| Current liabilities | ||||
| Financial Liabilities | 284.26 | $\overline{\phantom{a}}$ | 284.26 | |
| Borrowings | 6.873.99 | 6.021.19 | 10,995.24 | 10.158.86 |
| Trade pavables | 352.44 | 324.91 | 352.44 | 324.91 |
| Provisions | 2.576.24 | 6,972.28 | 2,576.24 | 7,010.05 |
| Other current liabilities | 10,086,93 | 13,318.38 | 14,208.18 | 17,493.82 |
| 1,22,446.86 | 1,44,999.15 | 1,23,725.21 | 1,45,990.53 | |
| Total - Equity and Liabilities |
$5 - 5 - 10$
Statemen' of Audited Consolidated and Standalone Einancial Results for the quarter and year ended March 31, 2021 (Contd...)
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Statement of Audited Consolidated and Standalone Financial Results for the quarter and year ended March 31, 2021 (Contd...)
| Statement of cash flows | Standalone | Consolidated | ||
|---|---|---|---|---|
| Particulars | As at | As at | As at | As at |
| March 31, 2021 | March 31, 2020 | March 31, 2021 | March 31, 2020 | |
| Cash Flow From Operating Activities | ||||
| Profit/loss before income lax | (11.715.33) | (14.983.57) | (11, 653.00) | (13, 107.01) |
| Adjustments for | ||||
| Depreciation and amortisation expense on continuing operations. | 10,889.85 | 11,790.74 | 10,891.64 | 11.792.78 |
| Depreciation and amortisation excense on discontinuing operations. | 756.54 | 799.33 | 756.54 | 799.33 |
| (Profit)/ loss on sale of fixed assets | 6.50 | (8.82) | 6.50 | (8.82) |
| Interest income | (73.26) | (2,417.51) | (73.25) | (2,417.51) |
| Forex (Gain)/ Loss Unrealised | $(202.5-)$ | 3,782.17 | 561.67 | 3,108.55 |
| Allowance for expected credit loss. | 132.80 | 3,096.54 | 132.80 | 265.49 |
| Finance costs | 5,133.56 | 415.85 | 5,133.56 | 415.85 |
| Fair valuation (Gain)/ Loss on investments | (90.10) | (90.10) | ||
| (Profit) / loss on sale of investments | (104.08) | (104.06) | ||
| 4,653,65 | 2,474.73 | 5.562.27 | 849.56 | |
| Change in operating assets and fiabilities | ||||
| (Increase)/ decrease in Other financial assets | (326.82) | 829.13 | (325.82) | 829.15 |
| (Increase)/ decrease in inventories | (3,209.26) | $1,23 + 55$ | (3.349.85) | 1,406.28 |
| (Increase)/ decrease in trade receivables | (7, 475.32) | 3.813.57 | (8.202.48) | 4.401.10 |
| (Increase)/ decrease in Other assets | 6.744.41 | (697.03) | 6,733.40 | (688.52) |
| Increase/ (decrease) in provisions and other fiabilities | (305.49) | (512.87) | (343.25) | (528.69) |
| Increase/ (decrease) in trade payables | 1.862.85 | (139.21) | 1,793.05 | 769.19 |
| Cash generated from operations. | 1.944.02 | 6,999.90 | 1,866.32 | 7,038.17 |
| Less : Income taxes paid (net of refunds) | 492.28 | 1,042.13 | 492.25 | 1,042.13 |
| Net cash from operating activities (A) | 2,436.30 | 8.042.03 | 2,358.60 | 8,080.30 |
| Cash Flows From Investing Activities | ||||
| Purchase of PPE (including changes in CWIP). | (60.40) | (423.47) | (60.40) | (424.24) |
| Sale proceeds of PPE | 28.64 | $\overline{\phantom{a}}$ | 28.64 | $\blacksquare$ |
| (Purchase)/ disposal proceeds of investments | (1.307.90) | (1.307.90) | $\sim$ | |
| (investments in)/ Maturity of fixed deposits with banks | 7,993.10 | 14717.94 | 7.993.10 | 14,717.94 |
| Interest received | 67.07 | 2,417.51 | 67.07 | 2,417.51 |
$S.F.F.WY$
Hhambs PARRAY
Statement of Audited Consolidated and Standalone F encral Results fer th er ecd year ended HM ch 31,202 [Cova )
| Proceeds froin issue cfProceeds from Borrowings | 4,000.69 75,408.40 | |||
|---|---|---|---|---|
| Repayment of derrevings on np!e mentation cf Resclution PlanFingnce costs | a0s 410.32)(32.53)] | (12.508. oiG | ||
| eee | ||||
| jNet cash from (used in) financing activities (C) | [tte49aa7) | 5,033.45) | (16.43 | |
| Net increase/decrease in cash and cash equivalents (A+B+C) | (7,242.08), | (279.44) | ate | |
| Cash and cach equivalents at the beginning of {he financial year | $817.10 | 9,096.54 | 9.231 203 | |
| ivash and cash equivalents at end of the year | §75.08 | 2,817.10 | 2,959.15 |
Managing Director
Place: Gurgzon Date May 22. 2v21 Initialled for identification purposes
Manish Dranuka Sunil Gupta
Chief Financial Officer
—____|
B.Com,, FCA CNGSN & ASSOCIATES LLP CHARTERED ACCOUNTANTS M.com., FCA
Flat No.6, First Floor, Vignesh Apartments, North Avenue, ee Sri Nagar Colony, Little Mount, Chennal - 600 015. Tel : +91-44-22301251 ; Fax : 91-44-4554 1482 V. VIVEK ANAND Web : www.cngsn.com ; Email : [email protected] B.Com., FCA
Dr. C.N. GANGADARAN B.Com., FCA, MBIM (Lond,), Phd,
S. NEELAKANTAN
CHINNSAMY GANESAN B.Com., FCA, DISA (ICAI)
D. KALAIALAGAN B.Com., FCA, DISA (ICAI)
K. PARTHASARATHY B.Com., FCA
NYAPATHY SRILATHA M.Com., FCA, PGDFM
E.K. SRIVATSAN B.Com., FCA
Independent Auditors' Report efinancial results for the quarter and year ended March 31, 2021 of
The Board of Directors Orchid Pharma Limited "Orchid Towers" 313Valluvar Kottam High Road Nungambakkam, Chennai 600 034.
Report on the audit of the Standalone Financial Results
Qualified Opinion
We have audited the accompanying stan "Company") for the quarter and the year ended March 31 , 2021 ('Statement') Requirements) by the company pursuant to the requirement of Regulation 33 of the SEBI Regulations, 2015, as amended ('Listing Regulations'). dalone quarterly financial results of Orchid Pharma Limited (the _ attached herewith, being submitted (Listing Obligations ang Disclosure
In Our opinion and to the best of our information and accordin effects of the matter described in the Basis for Qualified Opinio gto the explanations given to us. except for the N Section of our report, the Statement:
- (a) {Ss presented in accordance with the re regard; and quirements of Regulation 33 of the Listing Regulations in this
- (b) give a true and fair view in conformit applicable accounting standards an loss and other comprehensive inco March 31, 2021, ywith the recognition and Measurement principles laid down in the d other accounting principles generally accepted in India of the net me and other financial information for the quarter and year endad
Basis for Qualified Opinion
Due to the extension of complete/ partial lockdown across India to contain the spread of the Covid'i9 virus, the company could not complete the physical verification of fixed assets and its related reconciliation with the books of account. Accordingly, we are unable to comment on the possible impact, if any, arising oui of the above matiers This is was qualified in our earlier year audit report also.
£ We conducted our audit in accordance with the standards on auditing (SAs) specified under section 143 (10) of the Companies Act 2013 ('the Act'). 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 (ICA!) together with the ethical requirements that are relevant to our audit of the financial statemenis 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 ICAI's code of ethics. We believe that the audit evidence we have obiained is sufficient and appropriate to provide a basis for our qualified opinion.
Emphasis of Matter
Without qualifying our opinion, we draw attention to the following matters:
(a) The Company has taken certain lands on lease for its operations in respect of which the lease agreement expired before the date of commencement of the Corporate Insolvency Resolution Process. As part of the right to review the existing agreements, the Company has made a detailed assessment of the market rent for the property and the market value of the property for outright purchase. Since the present rent as per erstwhile lease agreements is significantly high considering the market value of the property itself, the Company is in talks with the lessor for renewal of the lease with lower rent or for outright purchase of ihe property as part of the implementation of the resolution plan. However, no finality is reached on this matter as of date.
Pending completion of the negotiation and the uncertainties involved, the Company disputed the portion of the lease rent, considered to be excessive than the market rate as assessed by an independent valuer amounting to Rs.1,025.67 Lakhs for the year ended March 31, 2021 in respect of the aforesaid lease. The same has been treated as contingent liabilities in the standalone financial statemenis of the Company.
Based on legal opinion obtained, the management is of the opinion that no liability will anse on completion of the negotiation.
(b) Note 4 of the Statement which describes the uncertainties and the impact of Covid-19 pandemic on the Company's operations and results as assessed by the management.
Other Matters
Further to the continuous spreading of COVID -19 across India, the Central and State Governments announced partial/ complete lock down during April and May 2021 to contain the spread of the virus. This has resulted in restriction on physical visit to the client locations and the need for carrying out alternative audit procedures as per the Standards on Auditing prescribed by the Institute of Chartered Accountants of India (ICAI).
As a result of the above, the major portion of the audit was carried out based on remote access of the data as provided the management. This has been carried out based on the advisory on "Specific Considerations while conducting Distance Audit/ Remote Audit/ Online Audit under current Covid-19 situation" issued by the Auditing and Assurance Standards Board of ICAI. We have been represented by the management that the date prov
for our audit purposes is correct, complete, reliable and are directly generated by the accounting system of the Company without any further manual modifications
We bring to the attention of the users that the audit of the financial statements has been performed in the aforesaid conditions
Our opinion is not modified in respect of the above matter.
Management's Responsibilities for the Standalone Financial Results
The Statement has been prepared on the basis of the Standalone annual financial statements. The Company's Board of Directors are responsible for the preparation of the Statement that gives a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescnbed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.
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 ihe preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concer, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease 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
Auditors' Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 the Statement.
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 Statement, 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, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
- . Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
- Conclude on the appropriateness of the Board of Directors' 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 Statement 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 Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial results 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 results.
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.
For CNGSN & ASSOCIATES LLP Chartered Accountants Firm Registration No.004915S/ S200036
V Summy Gascar
(CHINNSAMY GANESAN) Partner Membership No. 027501 UDIN: 21027501AAAACO5041
Place: Chennai Date: May 22, 2021
C N GS & R. THIRUMALMARUGAN _ K. PARTHASARATHY CHARTERED ACCOUNTANTS M.Com., FCA B.Com., FCA
Flat No.6, First Floor, Vignesh Apartments, North Avenue, B. RAMAKRISHNAN NYAPATHY SRILATHA Si Nagar Colony, Little Mount, Chennai - 600 015. B.Com., Grad. CWA, FCA = M.Com., FCA, P@DFM Tel : *91-44-22301251 ; Fax : +91-44-4554 1482 V. VIVEK ANAND E.K. SRIVATSAN Web : www.cngsn.com ; Email : [email protected] B.Com., FCA B.Com., FCA
Ux Dr. C.N. GANGADARAN B.Com., FCA, MBIM (Lond,), Ph.d,
S. NEELAKANTAN D. KALAIALAGAN
CHINNSAMY GANESAN B.Com., FCA, DISA (ICAI)
N AS S 0 Cc IATE S L L p B.Com., FCA B.Com., FCA, DISA (ICAI)
Independent Auditors' Report
on quarter and year to date consolidated financial results for the quarter and year ended March 31, 2021 of M/s Orchid Pharma Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
The Board of Directors Orchid Pharma Limited Orchid Towers" 313 Valluvar Kottam High Road Nungambakkam, Chennai 600 034.
Report on the audit of the Consolidated Financial Results
Qualified Opinion
We have audited the accompanying Statement of Consolidated Financial Results of M/s. Orchid Pharma Limited ('Holding company') and its subsidiaries (holding company and its subsidiaries together referred to as "the Group'), for the quarter and year ended March 31, 2021 ('the Statement"), being submitted by the holding company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations').
in our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the statement:
- (a) include the financial results for the quarter and year ended March 31, 2021, of the following subsidiary companies:
- (i) | Orchid Europe Limited, UK
- (ii) | Orchid Pharmaceuticals Inc., USA
- (iii) Bexel Pharmaceuticals Inc., USA
- (iv) Orchid Pharmaceuticals SA (Proprietary) Limited, South Africa
- (v) Diakron Pharmaceuticals, Inc. USA
- (b) is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended: and
- (c) gives a true and fair view, in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of consolidated total comprehensive loss (comprising of net loss and other comprehensive loss) and other financial information of the Group for the quarter and year ended March 31, 2021
Basis for Qualified Opinion
We draw attention to the following matters:
- (a) Due to the extension of complete/ partial lockdown across India to contain the spread of the Covid'19 virus, the company could not complete the physical verification of fixed assets and its related reconciliation with the books of account. Accordingly, we are unable to comment on the possible impact, if any, arising out of the above matters. This is was qualified in our earlier year audit report also; and
- S The consolidated financial results for the quarter and year ended March 31, 2021 include the financial results for the quarter and year ended March 31, 2021 of the following subsidiary companies:
- (i) Orchid Europe Limited, UK
- (ii) Orchid Pharmaceuticals Inc., USA
- (iii) Bexel Pharmaceuticals Inc., USA
- (iv) Orchid Pharmaceuticals SA (Proprietary) Limited, South Africa
- (v) Diakron Pharmaceuticals, Inc. USA
We did not audit the financial statements of the above subsidiaries that reflect total assets of Rs. 2,211.11 lakhs and net assets of (-) Rs.6,402.23 lakhs as at March 31, 2021, total revenue of Rs. 848.69 lakhs, total comprehensive loss (comprising of loss and other comprehensive income) of (-) Rs.580.31 lakhs and net cash flows amounting to Rs.77.70 lakhs for the year ended on that date, as considered in the consolidated financial statements.
The financial statements of the subsidiaries are unaudited and have been furnished to us by the management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries, is based solely on such unaudited financial statements. Accordingly, we do not express any opinion on the completeness and true and fair view of the financial statements, including adjustments, if any, required on the carrying amount of assets and liabilities of the above subsidiaries and the balance in foreign currency translation reserve as at March 31, 2021 included in the Consolidated Financial Statements. This has also been qualified in our limited review reports of the earlier quarters and audit reports of earlier years.
(c) Our audit report has been qualified in respect of matters referred to clauses (a) and (b) above.
We conducted our audit in accordance with the standards on auditing (SAs) specified under section 143 (10) of the Companies Act 2013 ('the Act"). 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 Group, its subsidiaries in accordance with the code of ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the 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 ICAI's 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
{Without qualifying our opinion, we draw attention to the following matters:
(a) The Group has taken certain lands on lease for its operations in respect of which the lease agreement expired before the date of commencement of the Corporate Insolvency Resolution Process. As part of the right to review the existing agreements, the Group has made a detailed assessment of the market rent for the property and the market value of the property for outright purchase. Since the present rent as per erstwhile lease agreements is significantly high considering the market value of the property itself, the Group Is in talks with the lessor for renewal of the lease with lower rent or for outright purchase of the property as part of the implementation of the resolution plan. However, no finality is reached on this matter as of date
Pending completion of the negotiation and the uncertainties involved, the Group disputed the portion of the lease rent, considered to be excessive than the market rate as assessed by an independent valuer, amounting to Rs.1,025.67 Lakhs for the year ended March 31, 2021 in respect of the aforesaid lease. The same has been treated as contingent liabilities in the consolidated financial statements of the Group.
Based on legal opinion obtained, the management is of the opinion that no liability will arise on completion of the negotiation.
(b) Note 4 of the Statement which describes the uncertainties and the impact of Covid-19 pandemic on the Group's operations and results as assessed by the management.
Other Matters
Further to the continuous spreading of COVID -19 across India, the Central and State Governments announced partial/ complete lock down during April and May 2021 to contain the spread of the virus. This has resulted in restriction on physical visit to the client locations and the need for carrying out alternative audit procedures as per the Standards on Auditing prescribed by the Institute of Chartered Accountants of India (ICAI).
As a result of the above, the major portion of the audit was carried out based on remote access of the data as provided the management. This has been carried out based on the advisory on "Specific Considerations while conducting Distance Audit/ Remote Audit/ Online Audit under current Covid-19 situation" issued by the Auditing and Assurance Standards Board of ICAI. We have been represented by the management that the data provided for our audit purposes is correct, complete, reliable and are directly generated by the accounting system of the Company without any further manual modifications.
We bring to the attention of the users that the audit of the financial statements has been performed in the aforesaid conditions.
Our audit opinion is not modified in respect of the above matter.
Management's Responsibilities for the Consolidated Financial Results
The Statement has been prepared on the basis of the Consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information of the Group including its subsidiaries in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.
The respective Board of Directors of the companies included in the Group and of its subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and its subsidiaries 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Holding Company, as aforesaid.
In preparing the Statement, the respective Board of Directors of the companies included in the Group and of its Subsidiaries are responsible for assessing the ability of the Group and of its subsidiaries to continue as a going concem, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its subsidiaries are responsible for overseeing the financial reporting process of the Group and of its subsidiaries.
Auditors' Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 the Statement.
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 Statement, 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, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
- eEvaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
- « Conclude on the appropriateness of the Board of Directors' 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 ability of the Group and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's reporto the related disclosures in the Statement 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 Group and its subsidiaries to cease to continue as a going concern.
- eEvaluate the overall presentation, structure and content of Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.
- ¢ Obtain sufficient appropriate audit evidence regarding the Statement of the entities within the Group and its subsidiaries to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement of which we are the independent auditors. For the other entities included in the Statements, which have been unaudited, the Holding Company's Board of Directors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the standalone financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial results 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 results.
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.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.
For CNGSN & ASSOCIATES LLP Chartered Accountants Firm Registration No.004915S/ $200036
L bern Gave
(CHINNSAMY GANESAN) Partner Membership No. 027501 UDIN: 21027501AAAACO5041
Place: Chennai Date: May 22, 2021
Statement on Impact of Audit Qualifications (for audit reports with modified opinion submitted along with Annual Audited Financial Results
Statement on Impact of Audit Qualifications Submitted for the Financial Year ended March 31, 2021 — Standalone Basis
| Statement on Impact of AuditQualificationssubmitted along with Annual Audited Financial Results | (for audit reports with modified opinion | ||
|---|---|---|---|
| Statement on Impact of Audit | Qualifications Submitted for the Financial Year endedMarch 31, 2021 — Standalone Basis | ||
| Pursuant to Regulation 33 & 52 of the SEBI | (Amendment)(LODR) | Regulations,2016 | |
| Audited figures (as | Audited figures (audited | ||
| SLNo | Particulars | reported beforeadjusting forwoequalifications) (Rs.aeIn Lakhs) | figures after adjustingfwpeaeor qualifications) (Rs.In Lakhs) |
| 1 | Turnover /Total Income(including other income) | 45717.02 | 45717.02 |
| 2 | Total Expenditure (Includingfinance cost and exceptionalitems) | 57365.88 | 57365.88 |
| 3 | Net Profit / (Loss) | (11648.86) | (11648.86) |
| 4 | Earnings per Share (In Rs.) | (28.70) | (28.70) |
| 56 | Total AssetsTotal Liabilities | 122446.8654313.18 | 122446.8654313.18 |
| 7 | Net worth | 68133.68 | 68133.68 |
| 8 | Any Other Financial item(s) (asfelt appropriate by themanagement) | - | - |
| Audit | Qualification (Each audit qualification separately) | ||
| (a) | Details of Audit Qualification: Due to the extension of complete/ partial lockdown across | containIndiathetoassetsandrelatedits | spreadCovid'19thevirus,theofcompany could not complete the physical verification of fixedbooksreconciliationwiththeofaccount. Accordingly, we are unable to comment on the |
| is was qualified in our earlier year audit report also. | possible impact, if any, arising out of the above matters. This | ||
| (b) | Type of Audit Qualification : | Qualified opinion | |
| (c )(d) | Frequency of Qualification:For Audit Qualification(s) | RepetitiveN.A. | |
| where the impact is quantifiedby the auditor, ManagementViews: | |||
| (ec ) For Audit Qualification(s) where the impact is not quantified by the auditor: | |||
| (i) | Management's estimation onthe impact of auditqualification: | N.A. | |
| (ii) | If management is unable toestimate the impact, reason for restrictions in most part of the year the physicalthe same | verification could not be conducted. | The management confirms that due to lock downOnce the lockdown is lifted and normalcy resumed this will be |
| undertaken in a phased manner |
| (iii) | Auditor's Comment on (i) or | Refer "Basis for Qualified Opinion" in audit | ||||||
|---|---|---|---|---|---|---|---|---|
| (ii) above: | report read with relevant notes in the financial | |||||||
| results, the same is self-explanatory. | ||||||||
| III | Signatories | |||||||
| $Sd$ /- | $Sd$ /- | $Sd$ /- | ||||||
| Sunil Gupta | Manish Dhanuka | Manoj Goyal | ||||||
| Chief Financial Officer | Managing Director | Audit Committee Chairman | ||||||
| Place: Gurgaon | ||||||||
| Date: May 22, 2021 | ||||||||
| Statutory Auditor | ||||||||
| Refer our Independent Auditors' report dated May 22, 2021 on Standalone Financial Results | ||||||||
| of the Company | ||||||||
| For CNGSN&Associates LLP | ||||||||
| Chartered AccountantsFirm Registration No.004915S/S200036 | ||||||||
| $Sd$ /- | ||||||||
| Chinnsamy Ganesan | ||||||||
| Partner | ||||||||
| Membership No.027501 | ||||||||
| Place: Chennai | ||||||||
| Date: May 22, 2021 |
Statement on Impact of Audit for audit reports with modified opinion submitted along with Annual Audited Financial Results
Statement on Impact of Audit Qualifications Submitted for the Financial Year ended March 31, 2021 — Consolidated Basis [Pursuant to Regulation 33 & 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
| Statement on Impact of Auditfor audit reports with modified opinion | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| submitted along with Annual Audited Financial Results | |||||||||
| Statement on Impact of AuditQualifications Submitted for the Financial Year endedMarch 31, 2021 — Consolidated Basis | |||||||||
| [Pursuant to Regulation 33 & 52 of the SEBI (LODR) (Amendment) Regulations, 2016] | |||||||||
| I | Audited figures (as | Audited figures | |||||||
| SILNo Particulars | reported beforeadjusting for | (audited figures afteradjusting for | |||||||
| qualifications) (Rs. qualifications) (Rs. In | |||||||||
| In Lakhs) | Lakhs) | ||||||||
| 1 | Turnover /Total Income | 46,528.61 | 46,528.61 | ||||||
| (including other income) | |||||||||
| 2 | Total Expenditure (Including | 58,115.14 | 58,115.14 | ||||||
| finance cost and exceptionalitems) | |||||||||
| 3 | ProfitNet/ (Loss) | (11586.53) | (11586.53) | ||||||
| 4 | Earnings per Share (In Rs.) | (28.55) | (28.55) | ||||||
| 5 | Total Assets | 123725.21 | 123725.21 | ||||||
| 6 | Total Liabilities | 58434.43 | 58434.43 | ||||||
| 7 | Net worth | 65290.78 | 65290.78 | ||||||
| 8 | Any Other Financial item(s) (as | ||||||||
| felt appropriate by the | - | - | |||||||
| Il_ | management)Audit Qualification (Each audit qualification separately) | ||||||||
| II_ | Audit Qualification (Each audit qualification separately) | ||||||||
| 1 (@ | Details of Audit Qualification: (a) | Due to the extension of complete/ partial | |||||||
| lockdown across India to contain the spread of | |||||||||
| Covid'l9virus,the | companycouldnotthe | ||||||||
| completephysicalthe | verificationfixedof | ||||||||
| andrelatedassetsits | reconciliationwiththe | ||||||||
| books of account. Accordingly, we are unable to | |||||||||
| comment on the possible impact, if any, arising | |||||||||
| our earlier year audit report also; | out of the above matters. This is was qualified in | ||||||||
| (b) | Type of Audit Qualification : | Qualified opinion |
| (d) | For Audit Qualification(s)where the impact is quantifiedby the auditor, ManagementViews: | N.A. | |
|---|---|---|---|
| (e) For Audit Qualification(s) where the impact is not quantified by the auditor: | |||
| (i) | Management's estimation on | N.A | |
| the impact of audit | |||
| qualification: | |||
| (ii) | If management is unable to | The management confirms that due to lock | |
| estimate the impact, reason for | down restrictions in most part of the year the | ||
| the same | physical verification could not be conducted.Once the lock down is lifted and normalcy | ||
| resumed this will be undertaken in a phased | |||
| manner | |||
| (iii) | Auditor's Comment on (i) or | Refer "Basis for Qualified Opinion" in audit | |
| (ii) above: | report read with relevant notes in the financial | ||
| results, the same is self-explanatory. | |||
| $\mathbf{I}$ | Audit Qualification (Each audit qualification separately) | ||
| $\overline{2}$ | (a) | Details of Audit Qualification: | The Consolidated Financial Statements for the |
| year ended March 31, 2021 include the financial | |||
| statements for the year ended March 31, 2021, | |||
| of the following subsidiary companies: | |||
| (i) Orchid Europe Limited, UK | |||
| (ii) Orchid Pharmaceuticals Inc., USA | |||
| (iii) Bexel Pharmaceuticals Inc., USA | |||
| $(iv)$ OrchidPharmaceuticalsSA | |||
| (Proprietary) Limited, South Africa(v) Diakron Pharmaceuticals, Inc. USA | |||
| We did not audit the financial statements of | |||
| the above subsidiaries that reflect total assets | |||
| of Rs. 2,211.11 lakhs and net assets of $(-)$ | |||
| Rs.6,402.23 lakhs as at March 31, 2021, total | |||
| of Rs.848.69lakhs,totalrevenue | |||
| comprehensive loss (comprising of loss and | |||
| other comprehensive income) of (-) | |||
| Rs.580.31 lakhs and net cash flows | |||
| amounting to Rs.77.70 lakhs for the year | |||
| ended on that date, as considered in the | |||
| consolidated financial statements. |
| (b)(c)(d) | Type of Audit Qualification:Frequency of Qualification:For Audit Qualification(s)where the impact is quantifiedby the auditor, Management | The financial statements of the subsidiariesare unaudited and have been furnished to usby the management and our opinion on theConsolidated Financial Statements, in so faras it relates to the amounts and disclosuresincluded in respect of the subsidiaries, isbased solely on such unaudited financialstatements. Accordingly, we do not expressany opinion on the completeness and trueand fair view of the financial statements,including adjustments, if any, required onthe carrying amount of assets and liabilitiesof the above subsidiaries and the balance inforeign currency translation reserve as atMarch 31, 2021 included in the ConsolidatedFinancial Statements. This has also beenqualified in our limited review reports of theearlier quarters and audit reports of earlieryears.Qualified opinionRepetitiveN.A. |
|---|---|---|
| Views: | ||
| (e) For Audit Qualification(s) where the impact is not quantified by the auditor: | ||
| (i) | Management's estimation on | N.A. |
| the impact of auditqualification: | ||
| (ii) | If management is unable toestimate the impact, reason forthe same | The subsidiaries of the Company are located inUSA, UK and South Africa.Audit is notcompulsory for companies in USA, if they areThe audit for the UKnot publicly traded.subsidiary is being done during fourth quarter ofthe Financial year and the subsidiary at SouthAfrica does not have any operations. The costof getting financials audited is also higher inUSA.Hence the management has usedfinancials for the purposeunauditedofconsolidation, however the management has |
| 2020 | appointed auditor now for audit for the year | |||||||
|---|---|---|---|---|---|---|---|---|
| (iii) | Auditor's Comment on (i) or(ii) above: | Refer "Basis for Qualified Opinion" in auditreport read with relevant notes in the financialresults, the same is self-explanatory. | ||||||
| Ш | Signatories | |||||||
| $Sd$ /-Sunil Gupta | Chief Financial Officer | $Sd$ /-Manish DhanukaManaging Director | $Sd$ /-Manoj GoyalAudit Committee Chairman | |||||
| Place: GurgaonDate: May 22, 2021 | ||||||||
| Statutory Auditor | ||||||||
| Refer our Independent Auditors' report dated May 22, 2021 on Standalone Financial Resultsof the Company | ||||||||
| For CNGSN&Associates LLPChartered AccountantsFirm Registration No.004915S/S200036 | ||||||||
| $Sd$ /-Chinnsamy GanesanPartnerMembership No.027501 | ||||||||
| Place: ChennaiDate: May 22, 2021 |