Page 331 - CA Final PARAM Digital Book.
P. 331

requires you to make a due diligence audit in the areas of assets of pharmaceutical company especially
                 with reference to valuation aspect of assets. State what may be your areas of analysis in order to ensure
                 that the assets are not stated at overvalued amounts.

          Answer  ➢  Different Types
                      Due  diligence  is  an  all-pervasive  exercise  to  review  all  important  aspects  like  financial,  legal,

                      commercial, etc. before taking any final decision in the matter.

                  ➢  Review of Financial Statements
                      As far as any hidden liabilities or overvalued assets are concerned, this shall form part of such a
                      review of Financial Statements. Normally, cases of hidden liabilities and overvalued assets are not
                      apparent from books of accounts and financial statements. Review of financial statements does not
                      involve examination from the viewpoint of  extraordinary items, analysis of  significant deviations,
                      etc.
                  ➢  Hidden Liabilities
                      However,  in  order  to  investigate  hidden  liabilities,  the  auditor  should  pay  his  attention  to  the
                      following areas
                             Government
                              •  The  company  may  not  show  any  show  cause  notices  which  have  not  matured  into
                                demands, as contingent liabilities. These may be material and important.
                              •  Tax liabilities under direct and indirect taxes.
                              •  Long pending sales tax assessments.
                              •  Pending  final  assessments  of  customs  duty  where  provisional  assessment  only  has
                                been completed.

                             Share Holders
                              •  Agreement to buy back shares sold at a stated price.

                             Financers
                              •  The company may have given “Letters of Comfort” to banks and Financial Institutions.
                              •  Since these are not “guarantees”, these may not be disclosed in the Balance sheet of
                                the target company.

                             Subsidiaries
                              •  The Company may have sold some subsidiaries/businesses and may have agreed to take
                                over and indemnify all liabilities and contingent liabilities of the same prior to the date
                                of transfer. These may not be reflected in the books of accounts of the company.

                             Employees
                              •  Unfunded gratuity/superannuation/leave salary liabilities; incorrect gratuity valuations.
                              •  Huge labour claims under negotiation when the labour wage agreement has already
                                expired.
                             Customer
                              •  Product  and  other  liability  claims;  warranty  liabilities;  product  returns/  discounts;
                                liquidated damages for late deliveries etc. and all litigation.

                             Other Third-Party Liabilities
                              •  Environmental problems/claims/third party claims.
                              •  Future lease liabilities.
                              •  Contingent liabilities not shown in books.

                  ➢  Regularly Overvalued Assets
                      The auditor shall have to specifically examine the following areas:
                             Fixed Assets
                              •  Underused or obsolete Plant and Machinery and their spares;
                              •  Asset values which have been impaired due to sudden fall in market value etc.
                              •  Litigated assets and property.

                             Investments
                              •  Investments carried at cost though realizable value is much lower.
                              •  Investments carrying a very low rate of income / return.
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