Mar 31, 2015
We have audited the accompanying standalone financial statements of
Span Diagnostics Limited, which comprise the Balance Sheet as at March
31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 with respect to the
preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. 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 and ensuring their operating
effectiveness and 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.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the standalone financial statements. The
procedures selected depend on the auditors' judgment, including the
assessment of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Company's preparation of the standalone financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the Company's
Directors, as well as evaluating the overall presentation of the
standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
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 accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31,2015, its profit and its cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors' Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in theAnnexure, a
statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
(2) As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;
b. In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
c. The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in aareement with the
books of account:
d. In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act
read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2015 from being
appointed as a director in terms of Section 164 (2) of the Act;
f. 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 has disclosed the impact of pending litigations on its
financial position in its standalone financial statements - Refer Note
30 on Contingent Liabilities to the standalone financial statements;
(ii) The Company did not have any long-term contracts including
derivative contracts hence, the question of any material foreseeable
losses does not arise;
(iii) There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by the Company.
ANNEXURE TO INDEPENDENT AUDITOR'S REPORT [Referred to in paragraph 1
under 'Report on Other Legal and Regulatory Requirements' in the
Independent Auditor's Report of even date to the members of Span
Diagnostics Limited on the standalone financial statements for the year
ended March 31,2015]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) During the year, the fixed assets of the Company have been
physically verified by the management and as informed, no material
discrepancies were noticed on such verification. In our opinion, the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. '
(ii) (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable. However, the Company does not have any inventory as on
March 31,2015.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. As informed
no material discrepancies were noticed on physical verification carried
out during the year.
(iii) The Company has granted unsecured loans to companies covered in
the register maintained under Section 189 of the Act.
(a) The repayment of principal amounts is based on the revised
repayment schedule. However, the company has not received any interest
during the year.
(b) In respect of the aforesaid loans, there is no overdue amount of
loans granted to companies, firms or other parties listed in the
register maintained under Section 189 of the Act.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in internal
control system of the Company.
(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by
Reserve Bank of India and the provisions of Sections 73 to 76 of the
Act and the rules framed there under with regard to the acceptance of
deposits. Further, as informed, no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any other Tribunal on the Company in respect of the
aforesaid deposits. .
(vi) We have broadly reviewed the books of account maintained by the
Company in respect of products where the maintenance of cost records
has been specified by the Central Government under sub-section (1) of
Section 148 of the Act and the rules framed there underand we are of
the opinion that prima facie, the prescribed accounts and records have
been made and maintained.
(vii) (a) The Company is generally regular in depositing with
appropriate authorities, undisputed statutory dues including provident
fund, employees' state insurance, income tax, sales tax, wealth tax,
service tax, value added tax, customs duty, excise duty, cess and any
other material statutory dues applicable to it.
(b) According to the information and explanation given to us, the dues
with respect to income tax, sales tax, wealth tax, service tax, value
added tax, customs duty, excise duty, cess and any other material
statutory dues applicable to it, which have not been deposited on
account of any dispute, are as follows:
Sr.
No. Name of the statute Nature of Amount in
dues Rs.
1. The Bombay Sales Tax
Act, 1959 Sales Tax 4,89,142
2. The Bombay Sales Tax
Act, 1959 Sales Tax 1,11,245
3. The Bombay Sales Tax
Act, 1959 Sales Tax 2,37,451
4. The income tax Act, 1961 Income tax 2,16,07,889
Name of the statute Period to which Forum where
the amount dispute is
relates pending
The Bombay Sales Tax Act, 1959 1998-99 Tribunal
The Bombay Sales Tax Act, 1959 1997-98 Commissioner
Appeals
The Bombay Sales Tax Act, 1959 1996-97 Tribunal
The income tax Act, 1961 A.Y.2003-04 ITAT
(c) According to the information and explanations given to us, there
were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
(viii) The Company does not have accumulated losses at the end of the
financial year nor has incurred cash losses in the current and
immediately preceding financial year.
(ix) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to financial
institution(s), bank(s) or debenture holder(s).
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks orfinancial institutions.
(xi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which the loans were
obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such instance by the management.
For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration NO.103523W
Prashant Maharishi
Partner
Membership No. 41452
Place: Mumbai
Date : May 30, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Span
Diagnostics Limited ("the Company"), which comprise the Balance Sheet
as at March 31,2014, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements 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. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2014;
(b) in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the accounting standards referred to in
sub-section (3C) of Section 211 of the Act;
e. on the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
ANNEXURE TO INDEPENDENT AUDITORS'' REPORT
[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' in the Independent Auditors'' Report of even date to the
members of Span Diagnostics Limited on the financial statements for the
year ended March 31, 2014]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All the fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification.
(c) During the year, the Company has entered into an agreement to
disposed off a substantial part of the Fixed Assets. On the basis of
our examination of the books and records of the company, and according
to the information and explanations given to us, we are of the opinion
that the disposal of the said part of fixed assets has not affected the
going concern status of the Company.
(ii) (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification carried
out at the end of the year.
(iii) (a) The Company has granted loan to two companies covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 1,35,90,384 and the
year-end balance of loans granted to such parties was Rs. 1,15,40,114.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) The parties have repaid the principal amounts as stipulated and
have also been regular in the payment of interest to the company.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 301 of
the Companies Act, 1956.
(e) The Company had taken loan from 1 companies covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount involved during the year was Rs. 43,00,000 and the year-end
aggregate balance of loans taken from such parties was Rs. 28,00,000.
(f) In our opinion, the rate of interest and other terms and conditions
for such loans are not, prima facie, prejudicial to the interest of the
Company.
(g) In respect of the aforesaid loans, the company is regular in
repaying the principal amounts as stipulated and has been regular in
payment of interest.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct weakness
in internal control system of the company.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rs. five lakhs have been entered into
during the financial year at prices which are reasonable having regard
to the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
to the deposits accepted from the public. According to the information
and explanations given to us, no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any other Tribunal on the company in respect of the
aforesaid deposits.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act and we are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained.
(ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees'' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, cess and other material statutory dues applicable to it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other undisputed statutory dues were outstanding, at the year end, for
a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the statute Nature of dues Amount in Period to which
Rs. the amount relates
The Bombay Sales Sales Tax 4,89,142 1998-99
Tax Act, 1959
The Bombay Sales Sales Tax 1,11,245 1997-98
Tax Act, 1959
The Bombay Sales Sales Tax 2,37,451 1996-97
Tax Act, 1959
The income Income Tax 2,16,07,889 AY 2003-04
Tax Act, 1961
Name of the statute Forum where
dispute is pending
The Bombay Sales Tribunal
Tax Act, 1959
The Bombay Sales Commissioner Appeals
Tax Act, 1959
The Bombay Sales Tribunal
Tax Act, 1959
The income ITAT
Tax Act, 1961
(x) In our opinion, the accumulated losses of the company are not more
than fifty percent of its net worth. Further, the company has not
incurred cash losses during the financial year covered by our audit and
the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003
(as amended) are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause (xiv) of paragraph 4 of the Companies (Auditor''s
Report) Order, 2003 (as amended) are not applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
(xvi) In our opinion, the term loans have been applied for the purpose
for which the loans were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to the information and explanation given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised money by way of public issue during the
year.
(xxi) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.,
Chartered Accountants
Firm Registration No. 103523W
Prashant M. Maharishi
Partner
Membership No.41452
Place : Ahmedabad
Date : May 23, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Span
Diagnostics Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors'' Responsibility :
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion :
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements :
1. As required by the Companies (Auditors'' Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection (3C) of section 211 of the Companies Act, 1956;
e. on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO AUDITORS'' REPORT
[Referred to in paragraph 3 of the Auditors'' Report of even date to the
members of Span
Diagnostics Limited on the financial statements for the year ended
March 31, 2013]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) As per the information and explanations provided by the management,
all the fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the company during the year.
(ii) (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification carried
out at the end of the year.
(iii) (a) The Company has granted loan to one company covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 15,393,431 and the
year-end balance of loans granted to such parties was Rs. 13,685,081.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) The parties have repaid the principal amounts as stipulated and
have also been regular in the payment of interest to the company.
(d) There is no overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 301 of
the Companies Act, 1956
(e) The Company had taken loan from one company covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount involved during the year was Rs. 23,00,000 and the year-end
balance of loans taken from such parties was Rs. 23,00,000.
(f) In our opinion, the rate of interest and other terms and conditions
for such loans are not, prima facie, prejudicial to the interest of the
Company.
(g) In respect of the aforesaid loans, the company is regular in
repaying the principal amounts as stipulated and has been regular in
payment of interest.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct weakness
in internal control system of the company.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements have been entered into during the financial year are
reasonable except in some of the transactions, for which no comments is
being made owing to the unique and specialized nature of the items
involved and absence of any comparable prices. For price justification
reliance is placed on the information and explanation given by the
management.
(vi) In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
to the deposits accepted from the public. According to the information
and explanation given to us, no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any other Tribunal on the company in respect of the
aforesaid deposits.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act and we are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, investor education and protection fund, employees'' state
insurance, income tax, wealth tax, service tax, sales-tax, customs
duty, excise duty, cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income tax,
wealth tax, service tax, sales-tax, customs duty, excise duty, cess and
other undisputed statutory dues were outstanding, at the year end, for
a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income tax, sales-tax, wealth tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows :
Name of the
statute Nature of
dues Amount Period to
which Forum where
Rs. in
Lacs the
amount
relates dispute is
pending
The Bombay
Sales Sales Tax 4.89 1998-99 Tribunal
Tax Act, 1959
The Bombay Sales Sales Tax 1.12 1990-91 Commissioner
Appeals
Tax Act, 1959
The income Income Tax 216.08 AY 2003-04 ITAT
Tax Act, 1961
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
financial institutions, bank, or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003
(as amended) are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause (xiv) of paragraph 4 of the Companies (Auditor''s
Report) Order, 2003 (as amended) are not applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
(xvi) In our opinion, the term loans have been applied for the purpose
for which the loans were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to the information and explanation given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(XX) The Company has not raised money by way of public issue during the
year.
(xxi) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
FRN No.103523W
Prashant Maharishi
Place : Surat Partner
Date : May 15, 2013
Membership No.41452
Mar 31, 2012
1. We have audited the attached Balance Sheet of Span Diagnostics
Limited ('the Company') as at March 31, 2012 and also the Statement of
Profit and Loss and the cash flow statement for the year ended on that
date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, (as
amended), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India
(the 'Act') and on the basis of such checks of the books and records of
the company as we considered appropriate and according to the
information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the paragraph 3 above, we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. The balance sheet, statement of profit and loss and cash flow
statement dealt with by this report are in agreement with the books of
account;
iv. In our opinion, the balance sheet, statement of profit and loss
and cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2012;
b) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors' Report [Referred to in paragraph 3 of the
Auditors' Report of even date to the members of Span Diagnostics
Limited on the financial statements for the year ended March 31 2012]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) According to the information and explanation given to us, the
Company has formulated a regular program, of verification by which all
the assets of the Company shall be verified in a phased manner, which
in our opinion, is reasonable having regard to the size of the Company
and nature of its assets. As informed, no material discrepancies were
noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the company during the year.
(ii) (a) The inventory (excluding stocks with third parties) has been
physically verified by the management during the year. In respect of
inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification carried
out at the end of the year.
(iii) (a) The Company has granted loan to one company covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 9,342,369 and the year-
end balance of loans granted to such parties was Rs. 9,342,369.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) The principal amount and accrued interest is repayable within four
years starting after one and half year from the date of agreement
provided the entire principal balance and any accrued but unpaid
interest shall be fully paid on or before December 01, 2016.
(d) In respect of the aforesaid loans and interest thereon, there are
no overdue amounts.
(e) The Company had taken unsecured loan from three directors and their
relatives covered in the register maintained under section 301 of the
Companies Act, 1956. The maximum amount involved during the year was
Rs. 8,590,000 and the year-end balance of loans taken from such parties
was Rs. 7,090,000.
(f) In our opinion, the rate of interest and other terms and conditions
for such loans are not, prima facie, prejudicial to the interest of the
Company.
(g) In respect of the aforesaid loans, the company is regular in
repaying the principal amounts as stipulated and has been regular in
payment of interest.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct weakness
in internal control system of the company.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rs. five lakhs have been entered into
during the financial year at prices which are reasonable having regard
to the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
to the deposits accepted from the public. According to the information
and explanations given to us, no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any other Tribunal on the company in respect of the
aforesaid deposits.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have been informed by the management that maintenance of cost
records has not been prescribed by the Central Government under clause
(d) of sub-section (1) of Section 209 of the Act for any of the
products of the company.
(ix) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees' state insurance,
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, cess and other material statutory dues applicable to it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other undisputed statutory dues were outstanding, at the year end, for
a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Name of the Nature of Amount Period to which Forum where
statute dues Rs. in the amount relates dispute is pending
Lacs
The Bombay
Sales Sales Tax 4.89 1998-99 Tribunal
Tax Act,
1959
The Bombay
Sales Sales Tax 1.12 1990-91 Commissioner
Appeals
Tax Act,
1959
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003
(as amended) are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause (xiv) of paragraph 4 of the Companies (Auditor's
Report) Order, 2003 (as amended) are not applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
(xvi) In our opinion, the term loans have been applied for the purpose
for which the loans were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to the information and explanation given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised money by way of public issue during the
year.
(xxi) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
FRN No.103523W
Prashant Maharishi
Place : Surat
Partner
Date : 26th May, 2012 Membership No.41452
Mar 31, 2011
1. We have audited the attached Balance Sheet of Span Diagnostics
Limited ('the Company') as at March 31, 2011 and also the Profit and
Loss account and the Cash flow statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2.We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whetherthe
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3.As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of 'The Companies Act, 1956' of India (the Act') and on
the basis of such checks of the books and records of the company as we
considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the paragraph 3 above, we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
books;
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2011;
b) in the case of the profit and loss account, of the profit for the
year ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors' Report
[Referred to in paragraph 3 of the Auditors' Report of even date to the
members of
Span Diagnostics Limited on the financial statements for the year ended
March 31st 2011]
(i)
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of
fixed assets.
(b) According to information and explanation given to us, the Company
has formulated a regular program of verification by which all the
assets of the Company shall be verified in a phased manner, which in
our opinion, is reasonable having regard to the size of the Company and
nature of its assets. As informed, no material discrepancies were
noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
(ii)
(a) The inventory (excluding stocks with third parties) has been
physically verified by the management during the year. In
respect of inventory lying with third parties, these have substantially
been confirmed by them. In our opinion, the frequency of verification
is reasonable.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification carried
out at the end of the year.
(iii)
(a) As informed, the Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Hence,
requirement of clauses 4(iii)(b), (c) and (d) of the Companies
(Auditor's Report) Order 2003 are not applicable.
(b) The Company had taken loan from one company covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount involved during the year was Rs.2.00 lacs and the year-end
balance of loan taken from such party was Nil. The Company has also
taken unsecured loan from four directors covered in register maintained
under section 301 of the Companies Act, 1956. The maximum amount
outstanding at any time during the year was Rs.30.35 lacs and year end
balance was Rs.30.35 lacs.
(c) In our opinion, the rate of interest and other terms and conditions
for such loans are not, prima facie, prejudicial to the interest of the
Company.
(d) According to information and explanation given to us, in respect of
the aforesaid loans, the Company is regular in repaying the principal
amounts as stipulated and has been regular in payment of interest.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct any major
weaknesses in the aforesaid internal control system of the Company.
(v)
(a) According to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakhs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the reevant time.
(vi) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
58A and 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
to the deposits accepted from the public. According to the information
and explanations given to us, no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any otherTribunal on the Company in respect of the
aforesaid deposits.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii)We have been informed by the management that maintenance of cost
record has not been prescribed by the Central Government under section
209(1 )(d) of the Companies Act, 1956 in respect of products
manufactured by the Company.
(ix)
(a) According to the information and explanation given to us and on the
basis of records as verified by us, the Company is generally regular in
depositing with appropriate authorities undisputed statutory dues
including provident fund, investor education and protection fund,
employees' state insurance, income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty, cess and other material statutory dues
applicable to it.
Further, since the Central Governent has till date not prescribed the
amount of cess payable under section 441A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
other undisputed statutory dues were outstanding, at the year end, for
a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us, as at
March 31, 2011, there have been no disputed dues which have not been
deposited with respective authorities in respect of Income tax, Wealth
tax, Excise duty, Service tax and cess except for disputed dues of
sales tax as given below:
FY to which the Forum where dispute Amount
matter pertains dispute pending (Rs in Lacs)
Sales Tax 1990-91 Commissioner Appeals 1.12
Sales Tax 1998-99 Tribunal 4.89
(x) The Company does not have any accumulated losses as at March 31,
2011 and it has not incurred cash losses during the financial year
ended March 31,2011 and in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
financial institutions and banks.
(xii) According to information and explanation given to us, we are of
the opinion that the Company has not granted any loans and advances on
the basis of security by way of pledge of shares, debentures or other
securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
(xvi) To the best of our knowledge and belief and according to
information and explanation given to us, term Loans obtained by the
Company were prima facie applied by the Company during the year for the
purpose for which loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii)According to the information and explanations given to us, the
Company has made preferential allotment of shares to parties and
companies covered in the register maintained under section 301 of the
Act. In our opinion, the price at which shares have been issued is not
prejudicial to the interest of the Company.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) As informed to us, the Company has not raised money by way of
public issues during the year.
(xxi) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
FRN NO.103523W
Chetan Desai
Partner
Membership No.17000
Place : Surat
Date : 20th May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of SPAN DIAGNOSTICS
LIMITED as at 31st March 2010, the Profit and Loss Account and also the
Cash Flow Statement for the year ended on that date annexed thereto.
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the annexure a statement on the matters specified in paragraphs 4
and 5 of the said order.
4. Furtherto our comments in the annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary forthe purpose of our
audit;
(b) In our opinion proper books of accounts as required by law have
been kept by the Company, so far as appears from our examination of the
books;
(c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts;
(d) In our opinion, the Balance Sheet, the Profit & Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred in sub section (3C) of section 211 of the
Companies Act, 1956;
(e) On the basis of the written representations received from the
directors, as on March 31,2010 and taken on record by the Board of
Directors, we report that none of the directors of the Company is
disqualified as on March 31,2010, from being appointed as director of
the Company under clause (g) of sub section (1) of section 274 of the
Companies Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanation given to us, the said accounts read together with notes
thereon as appearing in schedule of Accounting Policies and Notes on
Accounts give the information required by the Companies Act, 1956 in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India -
(1) in the case of Balance Sheet, of the state of affairs of the
Company as at March 31,2010,
(2) in the case of Profit and Loss Account, of the Profit of the
Company for the year ended on that date; and
(3) in the case of Cash flow statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors Report Referred to in paragraph 3 of our
Report of even date:
i)
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b) According to the information and explanations given to us, the
Company has formulated a regular program of verification by which all
the assets of the Company shall be verified in a phased manner, which
in our opinion, is reasonable having regard to the size of the Company
and nature of its assets. To the best of our knowledge, no material
discrepancies were noticed on verification conducted during the year as
compared with the book records.
c) There was no disposal of a substantial part of fixed assets.
ii)
a) As explained to us, inventory has been physically verified during
the year by the management. In our opinion frequency of verification is
reasonable.
b) In our opinion and according to information and explanation given to
us and on the basis of our examinations, the procedure of physical
verification of inventory followed by the management is reasonable and
adequate in relation to size of the Company and the nature of its
business.
c) In our opinion and according to information and explanation given to
us and on the basis of our examination of records of inventory, the
Company is maintaining proper records of inventory. The discrepancies
noticed on physical verification of inventory as compared to the book
records were not material and have been properly dealt with in the
books.of Ã> accounts.
iii)
a) According to the information and explanations given to us, the
Company has, during the year, not granted any loans, secured or
unsecured, to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly,
provision of clause (iii)b to (iii)d are not applicable to the Company.
e) The Company has taken unsecured loan from two companies covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount outstanding at any time during the year was Rs.
32.00 lacs and year end balance was Rs. 2.00 lacs. The Company has also
taken unsecured loan from four directors covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount outstanding at any time during the year was Rs.51.50 lacs and
year end balance was Rs. 17.35 lacs.
f) In our opinion and according to the information and explanations
given to us, the rate of interest and terms and condition on which the
above loans have been taken are prima facie not prejudicial to the
interest of Company.
g) According to information and explanation given to us, in our
opinion, in respect of the above loans, where stipulations are made,
the Company is regular in repayment of the principal amount and
interest as stipulated.
iv) In our opinion and according to information and explanation given
to us, there are adequate internal control systems commensurate with
the size of the Company and nature of its business with regard to the
purchase of inventories, fixed assets and with regard to the sale of
goods and rendering of services. Further, on the basis of our
examination and according to the information and explanations given to
us, no major weakness in the aforesaid internal control systems, has
been noticed.
v)
a) In our opinion and according to information and explanation given to
us, all the transactions that need to be entered into the register
maintained in pursuance of section 301 of the Companies Act, 1956 have
been so entered.
b) As per the examination of records and according to information and
explanations given to us, the transactions made in pursuance of
contract or arrangement entered in the register maintained under
section 301 of the Companies Act, 1956 exceeding the value of rupees
five lacs have been made at prices which were reasonable having regard
to prevailing market prices at the relevant times.
vi) According to information and explanation given to us, we are of the
opinion that, the Company has complied with the provision of section
58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance
of deposits) Rules, 1975 with regard to the deposits accepted from the
public. As per the information given to us, no order was passed by the
Company Law Board or National Company Law Tribunal or Reserve Bank of
India or any court or any other Tribunal.
vii) According to information and explanation given to us, Company has
internal audit system commensurate with the size of Company and nature
of its business.
viii) We have been informed by the management that maintenance of cost
record has not been prescribed by the Central Government under section
209(1 )(d) of the Companies Act, 1956 in respect of products
manufactured by the Company.
ix)
a) As per the records of the Company, the Company is generally regular
in depositing with appropriate authority undisputed statutory dues
including provident fund, investor education and protection fund,
employees state insurance, income tax, sales tax, wealth tax, service
tax, custom duty, excise duty, cess and other material statutory dues
applicable to it with the appropriate authority.
b) According to information and explanation given to us, there was no
undisputed amount payable in respect of income tax, sales tax, wealth
tax, service tax, custom duty, excise duty, cess were outstanding, as
at 31.03.2010 for the period of more than six months from the date they
became payable.
c) According to the information and explanations given to us, details
of dues of excise duty and sales tax which have not been deposited on
account of dispute are given below:
Particulars FY to which the Forum where
matter pertains dispute pending Amount (Rs in Lacs)
Excise Duty 1993-94 Excise Authorities 1.26
Sales Tax 1990-91 Commissioner
Appeals 1.12
Sales Tax 1998-99 Tribunal 4.89
x) The Company dose not have any accumulated loss at the end of the
financial year March 31,2010 and Company has not incurred cash losses
during the financial year ended March 31,2010 and in the immediately
preceding financial year ended March 31,2009.
xi) Based on our audit procedure and on the basis of information and
explanations given to us by the management, we are of the opinion that
the Company has not defaulted in repayments of dues to financial
institutions and banks.
xii) According to information and explanation given to us and based on
the documents and records produced to us, the Company has not granted
any loans and advances on the basis of security by way of pledge of
shares, debentures or other securities.
xiii) According to information and explanation given to us, we are of
the opinion that the Company is neither a chit fund nor a nidhi/mutual
benefit society. Therefore, in our opinion, the provisions of sub
clause (xiii) of the Companies (Auditors Report) Order, 2003 (as
amended) are not applicable to the Company.
xiv) As per the records of the Company and the information and
explanation given to us by the management the Company is not dealing in
shares, securities, debentures and other investment. Accordingly, the
provisions of sub-clause (xiv) of the Companies (Auditors Report)
Order, 2003 (as amended) are not applicable.
xv) According to information and explanation given to us the Company
has not given any guarantee during the year for loans taken by others
from banks orfinancial institutions.
xvi) To the best of our knowledge and belief and according to
information and explanation given to us, Term Loans obtained by the
company were prima facie applied by the company during the year for the
purpose for which the loans were obtained.
xvii) According to information and explanation given to us and on
overall examination of the Balance Sheet of the Company, we report that
short term funds have not been used to finance long term investments.
xviii) The Company has made preferential allotment of equity shares to
the promoters. However, as per the information and explanations given
to us, the price at which the shares were allotted are not prima facie
prejudicial to the interest of the Company.
a) As per the records of the Company the Company has not issued any
debentures during the year.
xx) As informed to us, the Company has not raised money by way of
public issues during the year.
xxi) Based upon the audit procedure performed and information and
explanations given by the management, we report that no frauds on or by
the Company has been noticed or reported during the course of our
audit.
For Y. B. Desai & Associates,
Chartered Accountants
Firm ICAI Registration No.102368W
Y. B. Desai
PARTNER
Surat, June 5, 2010 Membership No. 8767
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