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Auditor Report of ADS Diagnostic Ltd.

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of ADS DIAGNOSTIC 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

Auditor''s 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 auditor''s 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 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 (Auditor''s 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 compl/ with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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 Companies Act, 1956.

ANNEXURE referred to in paragraph 1 of our report of even date to the members of ADS DIAGNOSTIC LIMITED on the accounts of the Company for the year ended 31st March 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a)The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) No fixed assets were disposed off during the year so as to affect the Company as a going concern.

(ii) (a)The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) in our opinion the procedures of physical verification of inventories followed by the management are reasonable and adequate relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account. The Company has written down inventories to the extent of Rs.76,09,287 on account of diminution in their net realizable value.

(iii) 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. Where the Company has taken unsecured loans, where the aggregate amount involved during the year was Rs. 179,27,291/- and where outstanding balance as at the year-end was Rs. 1,22,73,621 /-, from four parties covered in the register maintained under section 301 of the Companies Act, 1956, the terms and conditions, in our opinion are not prejudicial to the interest of the Company.

(iv) In our opinion, there is 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 sales. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and 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 registe required to be maintained under that section have been so entered. We have been explained that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) During the year under observation, the Company had an internal audit system commensurate with its size & nature of its business wherein it was observed that all transactions are carried out under the personal supervision of senior officials/directors of the Company.

(viii) According to the information and explanations given to us, cost accounting records have not been prescribed for the company u/s 209(1)(d) of the Companies Act 1956; hence Clause (viii) of Para 4 of the Order is not applicable.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Income-tax, Wealth Tax, Provident Fund, Sales Tax, Service Tax, and other material statutory dues applicable to it, with the appropriate authorities, and, there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax, Sales-tax, Customs duty, Wealth tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute, except for the following:

Name of Statute Period to Forum where Amount(Rs) (Nature of dues) which amount dispute is pending relates

Customs Duty 1995-96 Commissionerate 40,00,000 (Amount (Customs) deposited under protest Rs.500,000

Customs Duty 1993-94 Commissionerate (Directorate of Revenue Intelligence) 56,01,507 Income Tax AY 1988-89,& High Court 18,73,290 AY 1989-90

Income Tax AY 2012-13 Assessing Officer (CPC) 5,57,380

TDS demands Various Assessing Officer 69,700 financial (Traces) years

(x) The company has accumulated losses of Rs. 896,336 as at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank or NBFC.

(xii) The Company has not granted loans and 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. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions; hence Clause (xv) of Para 4 of the Order is not applicable.

(xvi) The Company has not taken any term loans; hence Clause (xvi) of Para 4 of the Order is not applicable.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the period under report, we are of the opinion 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 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) As the Company has not issued any debentures, Clause (xix) of Para 4 of the Order is not applicable.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For R. NAG PAL ASSOCIATES Chartered Accountants Firm Registration No.002626N

(CA J. S. Qadros) Partner M No.089181

Place; New Delhi Dated: 30th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ADS DIAGNOSTIC LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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.

Auditor''s 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 auditor''s 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, except with regard to Note no. 31(c) regarding non-provision of leave encashment in accordance with Accounting Standard (AS)-15 (revised 2005) - Employee Benefits, wherein liability has not been determined under the Actuarial Valuation Method as at the year end,

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 Profit and Loss Account, 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 (Auditor''s 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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE referred to in paragraph 1 of our report of even date to the members of ADS DIAGNOSTIC LIMITED on the accounts of the Company for the year ended 31st March 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) A substantial portion of the Fixed Assets have been physically verified by the management during the year and to the best of our knowledge and information given to us, no material discrepancies have been noticed on such physical verification.

(c) Fixed assets disposed off during the year, are not material so as to affect the Company as a going concern.

(ii) (a) The Inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion the procedures of physical verification of inventories 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. The discrepancies noticed on physical verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

(iii) 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. Where the Company has taken unsecured loans, where the aggregate amount involved during the year was Rs. 174,14,476/- and where outstanding balance as at the year end was Rs. 148,99,196/-, from four parties covered in the register maintained under section 301 of the Companies Act, 1956, the terms and conditions, in our opinion are not prejudicial to the interest of the Company.

(iv) In our opinion, there is 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 sales. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on the audit procedures applied by us and 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 required to be maintained under that section have been so entered. We have been explained that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) During the year under observation, the Company had an internal audit system commensurate with its size & nature of its business wherein it was observed that all transactions are carried out under the personal supervision of senior officials/directors of the Company.

(viii) According to the information and explanations given to us, cost accounting records have not been prescribed for the company u/s 209(l)(d) of the Companies Act 1956; hence Clause (viii) of Para 4 of the Order is not applicable.

(ix) (a) As per records produced before us and according to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues applicable to it like, Income-tax, Wealth Tax, Provident Fund, Sales Tax, Service Tax, and other material statutory dues applicable to it, with the appropriate authorities, and, except for service tax payable of Rs.2,629/-, there were no arrears of such dues at the end of the year which have remained outstanding for a period of more than six months from the date they became payable.

(b) As per records produced before us and according to the information and explanations given to us there are no dues of Income-tax, Sales-tax, Customs duty, Wealth tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute, except for the following:

Name of Statute Period to which Forum where dispute is pending Amount(Rs.) (Nature of dues) amount relates

Customs Duty 1995-96 Commissionarate (Customs) 40,00,000

Customs Duty 1993-94 Commissionarate (Directorate of Revenue Intelligence) 56,01,507

Income Tax AY 1988-89, & High Court 18,73,290 AY 1989-90

(x) The company has accumulated losses of Rs. 13,34,112 as at the end of the financial year, and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any bank or NBFC.

(xii) The Company has not granted loans and 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. Hence, Clause (xiii) of Para 4 of the Order is not applicable.

(xiv) In our opinion the Company is not dealing in or trading in shares, debentures or other investments. Accordingly, Clause (xiv) of Para 4 of the Order is not applicable.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions; hence Clause (xv) of Para 4 of the Order is not applicable.

(xvi) The Company has not taken any term loans; hence Clause (xvi) of Para 4 of the Order is not applicable.

(xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company for the period under report, we are of the opinion 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 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) As the Company has not issued any debentures, Clause (xix) of Para 4 of the Order is not applicable.

(xx) As the Company has not raised any money by way of public issues during the year, Clause (xx) of Para 4 of the Order is not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For R.NAGPAL ASSOCIATES Chartered Accountants

Firm Registration No. 002626N

(CA J. S. Qadros)

Partner

M No.089181

Place: New Delhi

Dated: 30th May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of ADS Diagnostic Limited as at 31st March, 2012 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an option on these financial statements based on our audit.

2. We conducted our audit in accordance with generally accepted standard in India. These standard 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 n test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principle used and significant estimates made by the 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 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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 except the non-provision of bonus payable for the year in terms of the provisions of The Payment of the Bonus Act, 1956 (Refer Note 1(g) and Note 23(b)), the non compliance of provisions of the Accounting Standard (AS - 15) (Revised) " Employee Benefits" issued by the Institute of Chartered Accountants of India, in respect of the Provision for Leave Encashment under Actuarial Valuation using the Projected Unit Credit Method at the year end (Refer Note 1(h) and Note 23(c)), as stipulated under section 209 of the Companies Act, 1956, as required by law, have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3)(c) of the Companies Act, 1956, to the extent applicable and / or stated otherwise.

e) On the basis of written representation received from the Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that none of Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of 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 subject to; (i) Note 23(b) regarding non-provision of bonus payable as per the terms of The Payment of Bonus Act, 1956 of Rs. 0.18 Lacs.

(ii) Note 23(c) regarding non-provision of Leave Encashment in accordance with the terms of the Accounting Standard (AS -15) (Revised) "Employee Benefits" issued by the Institute of Chartered Accountants of India, where the liability has not been determined under the Actuarial Valuation Method at the year end.

(iii) Note 29 regarding debit and credit balances, which are subject to confirmation.

(iv) Note 38A.a) regarding non-provision of liability in respect of redemption fine imposed by the Commissioner of Customs II, New Delhi.

(v) Note 38A.b) regarding the dispute on imposition of Custom Duty on import of certain Medical Equipments.

(vi) Note 38A.c) regarding non-provision of liability in respect of the appeal filed by the Income Tax Authorities, New Delhi.

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 principle generally accepted in India:

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

(iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date.



ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 3 of our Report of Even date:

To the Shareholders of ADS Diagnostic Limited on the Accounts for the year ended 31st March 2012.

1 a) The Company has maintained proper records showing full particulars including quantitative detail and the situation of its Fixed Assets on the basis of the information available;

b) According to the information and explanations given to us, physical verification of Fixed Assets is being conducted in a phased manner by the Management under a programme deigned to cover all the Fixed Assets over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account;

c) In our opinion and according to the information and explanations given to us, no Fixed Assets were disposed off and / or retired during the year.

2 a) We have been informed that the stock of Diagnostic consumables and Trading Goods are being physically verified by the Management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure followed by the Management for physical verification of Stocks was reasonable and adequate in relation to the size of the Company and the nature of its business,

d) In our opinion and according to the Information and explanation given to us, the Company has maintained proper records of its inventories. The discrepancies between the physical stocks and the book stocks Were not material and the same have been properly dealt with in the books of account.

3 a) During the year, the Company has granted loans to a Company listed in the register maintained under Section 301 of the Companies Act, 1956, at different times during the year, aggregating to Rs. 4.95 Lacs during the year and the balance outstanding at the year end was Rs. 0.00 Lacs;

b) In our opinion and according to the information and explanations given to us, the rate of interest and the other terms and conditions on which these loans were granted were prima facie not prejudicial to the interest of the company;

c) In our opinion and according to the information and explanations given to us, the principal amount in respect of these loans were repayable only on demand and there is no repayment schedule. The interest is payable on demand;

d) There is no overdue amount in respect of loans granted by the Company to a Company listed to the register maintained under Section 301 of the Companies Act, 1956, as these are repayable on demand. In respect of the interest, there are no overdue amounts.

e) The Company has taken unsecured loans from three of its Directors, at different times during the year, aggregating to Rs. 115.52 Lacs during the year and the balance outstanding at the year end was Rs. 107.52 Lacs.

f) In our opinion and according to the information and explanations given to us, the terms and condition of these interest free loans are not prima facie prejudicial to the interest of the Company;

g) In our opinion and according to the information and explanations given to us, the principal amount in respect of these interest free loans are repayable only on demand;

h) There is no overdue amount in respect of the loans taken by the Company from three of its Directors, as these are repayable on demand.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory, Fixed assets and also 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 controls.

5 a) According to the information and explanations given to us by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangement, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered;

b) In respect of transactions made in pursuance of contracts or arrangements exceeding value of Rupees Five Lacs entered during the financial year and because of the uniqueness and specialized nature of these contracts and arrangements, in certain cases these have been made at prices for which no comparative quotations are available, and we are unable to comment, whether the transactions were made at prevailing market prices at the relevant time.

6 The Company has not accepted any deposit from the public.

7 In our opinion, the Internal Audit System is commensurate with the size of the Company and the nature of its business, though the scope of work needs to be further extended.

8 It has been informed to us that the Central Government has not prescribed maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956, for the products of the Company.

9 a) According to the records, information and explanations provided to us, the Company is generally regular in depositing with the appropriate authorities undisputed amounts of provident fund, investor education protection fund, income tax, Sales tax, service tax, customs duty and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Forum Where Dispute is Unpaid Amount No. Statutory Pending (Rs. in lacs) Due

1 Customs Duty Commissioner of Customs 40.00 Commissioner of Directorate of Revenue Intelligence 56.02 2 Income Tax High Court 18.73

10 The Company has accumulated losses of Rs. 2.45 Lacs but has not incurred any cash loss, during the financial year covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Bank.

12 According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, provisions of Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14 In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15 On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge by the Company were applied to us and to the information and explanations given to us, the term loans availed by the Company were applied for the purposes for which the loans were obtained.

17 According to the information and explanations given to us and on the 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 investments.

18 According to the information and explanations given to us, no preferential allotment of shares has been made by the company during the year.

19 The Company has not issued any debenture during the year. Therefore, the provisions of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20 The Company has not raise any monies by way of public issue during the year.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For KHATTAR KHANNA & ASSOCIATES Chartered Accountants Registration No.: 014731N

RAJIV KHANNA Partner Membership No.: 091611

Place: New Delhi Date: 29th May, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of ADS Diagnostic Ltd. as at 31st March, 2011 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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.

We conducted our audit in accordance with generally accepted auditing standards in India. These 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 principle used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to above, 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 except the non-provision of bonus payable for the year in terms of the provisions of The Payment of the Bonus Act, 1965 (Refer Significant Accounting Policy No. 7 and Note 11), the non compliance of provisions of the Accounting Standard (AS -15) (Revised) "Employee Benefits" issued by the Institute of Chartered Accountants of India, in respect of the Provision for Leave Encashment under Actuarial Valuation using the Projected Unit Credit Method at the year end (Refer Significant Accounting Policy No. 8.B.i. and Note 13), as stipulated under section 209 of the Companies Act, 1956, as required by law, have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3)(C) of the Companies Act, 1956, to the extent applicable and / or stated otherwise.

e) On the basis of written representation received from the Directors of the Company as at 31st March, 2011 and taken on record by the Board of Directors, we report that none of , Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of 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 subject to;

(i) Note 1 and Note 7a. regarding non-provision of liability in respect of redemption fine imposed by the Commissioner of Customs II, New Delhi.

(ii) Note 2 and Note 7b. regarding the dispute on imposition of Custom Duty on import of certain Medical Equipments.

(iii) Note 3 and Note 7c. regarding non-provision of liability in respect of the appeal filed by the Income Tax Authorities, New Delhi.

(iv) Note 5 regarding debit and credit balances, which are subject to confirmation.

(v) Note 11 regarding non-provision of bonus payable as per the terms of The Payment of Bonus Act, 1965 of Rs. 0.18 Lacs.

(vi) Note 13 regarding non-provision of Leave Encashment in accordance with the terms of the Accounting Standard (AS - 15) (Revised) 'Employee Benefits" issued by the Institute of Chartered Accountants of India, wherein the liability has not been determined under the Actuarial Valuation Method at the year end.

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 principle generally accepted in India:

(i) In the case of the Balance Sheet, of the STATE OF AFFAIRS of the Company as at 31st March, 2011;

(ii) In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

(iii) In the case of the Cash Flow Statement of the CASH FLOWS for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT Referred to in Para 1 of our report of even date.

1 a) The Company has maintained proper records showing full particulars including quantitative details and the situation of its Fixed Assets on the basis of the information available;

b) According to the information and explanations given to us, physical verification of Fixed Assets is being conducted in a phased manner by the Management under a programme designed to cover all the Fixed Assets over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account;

c) In our opinion and according to the information and explanations given to us, no Fixed Assets were disposed off and / or retired during the year.

2 a) We have been informed that the stock of X-ray films, Medicines, Developing Materials and Stores & Spares are being physically verified by the Management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure followed by the Management for physical verification of stocks was reasonable and adequate in relation to the size of the Company and the nature of its business;

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories. The discrepancies between the physical stocks and the book stocks were not material and the same have been properly dealt with in the books of account.

3 a) During the year, the Company has granted loans to a Company listed in the register maintained under Section 301 of the Companies Act, 1956, at different times during the year, aggregating to Rs. 32.00 Lacs during the year and the balance outstanding at the year end was Rs. 0.00 Lacs;

b) In our opinion and according to the information and explanations given to us, the rate of interest and the other terms and conditions of which these loans were granted were prima facie not prejudicial to the interest of the Company;

c) In our opinion and according to the information and explanations given to us, the principal amount in respect of these loans were repayable only on demand and there is no repayment schedule. The interest is payable on demand;

d) There is no overdue amount in respect of loans granted by the Company a Company listed in the register maintained under Section 301 of the Companies Act, 1956, as these are repayable on demand. In respect of the interest, there are no overdue amounts.

e) The Company has taken interest free unsecured loans from three of its Directors and an interest bearing loan from a Company listed in the register maintained under Section 301 of the Companies Act, 1956, at different times during the year, aggregating to Rs. 148.10 Lacs during the year and the balance outstanding at the year end was Rs. 106.02 Lacs.

f) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and the other terms and conditions of these loans are not prima facie prejudicial to the interest of the Company;

g) In our opinion and according to the information and explanations given to us, the principal amount in respect of these loans is repayable only on demand and there is no repayment schedule. The interest wherever applicable was payable only on demand;

h) There is no overdue amount in respect of loans taken by the Company from three of its Directors and a Company listed in the register maintained under Section 301 of the Companies Act, 1956, as these are repayable on demand. In respect of the interest wherever applicable, there are no overdue amounts.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and also 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 controls.

5 a) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of contracts or arrangement, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 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 the value of Rupees Five Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market price at the relevant time.

6 The Company has not accepted any deposit from the public.

7 In our opinion, the Internal Audit System is commensurate with the size of the Company and the nature of its business, though the scope of work needs to be further extended.

8 It has been informed to us that the Central Government has not prescribed maintenance of Cost Records under Section 209(l)(d) of the Companies Act, 1956, for the products of the Company.

9 a) According to the records, information and explanations provided to us, the Company is generally regular in depositing with the appropriate authorities undisputed amounts of provident fund, investor education protection fund, income tax, sales tax, service tax, customs duty and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of the Forum Where Dispute Unpaid Amount No. Statutory Due is pending (Rs. in lacs)

1 Income Tax High Court 18.73

2 Customs Duty Commissioner of Customs 40.00

Commissioner of Directorate of Revenue Intelligence 56.02

10 The Company has accumulated losses of Rs. 3.37 Lacs but has not incurred any cash loss during the financial year covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Bank.

12 According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, provisions of Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14 In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15 On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge and belief and according to the information and explanations given to us, the term loans availed by the Company were applied for the purposes for which the loans were obtained.

17 According to the information and explanations given to us and on the 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 investments.

18 According to the information and explanations given to us, no preferential allotment of shares has been made by the Company during the year.

19 The Company has not issued any debentures during the year. Therefore, the provisions of clause (xix) of Paragraph 4 of the Order are not applicable to the Company.

20 The Company has not raised any monies by way of public issue during the year.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For KHATTAR KHANNA & ASSOCIATES Chartered Accountants

RAJIV KHANNA Partner Membership No: 091611 Firm Registration No.: 014731N

Place : New Delhi Date : 30th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of ADS Diagnostic Ltd. as at 31st March, 2010 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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.

We conducted our audit in accordance with generally accepted auditing standards in India. These 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 principle used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to above, 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 except the non-provision of bonus payable for the year in terms of the provisions of The Payment of the Bonus Act, 1965 (Refer Significant Accounting Policy No. 7 and Note 11), the non compliance of provisions of the Accounting Standard (AS - 15) (Revised) "Employee Benefits" issued by the Institute of Chartered Accountants of India, in respect of the Provision for Leave Encashment under Actuarial Valuation using the Projected Unit Credit Method at the year end (Refer Significant Accounting Policy No. 8.B.i. and Note 13), as stipulated under section 209 of the Companies Act, 1956, as required by law, have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3) (C) of the "Companies Act, 1956, to the extent applicable and / or stated otherwise.

e) On the basis of written representation received from the Directors of the Company as at 31st March, 2010 and taken on record by the Board of Directors, we report that none of Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of 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 subject to;

(i) Note 1 and Note 7a. regarding non-provision of liability in respect of redemption fine imposed by the Commissioner of Customs II, New Delhi.

(ii) Note 2 and Note 7b. regarding the dispute on imposition of Custom Duty on import of certain Medical Equipments.

(Hi) Note 3 and Note 7c. regarding non-provision of liability in respect of the appeal filed by the Income Tax Authorities, New Delhi.

(iv) Note 5 regarding debit and credit balances, which are subject to confirmation.

(v) Note 11 regarding non-provision of "bonus payable as per the terms of The Payment of Bonus Act, 1965 of Rs. 0.16 Lacs.

(vi) Note 13 regarding non-provision of Leave Encashment in accordance with the terms of the Accounting Standard (AS -15) (Revised)"Employee Benefits" issued by the Institute of Chartered Accountants of India, wherein the liability has not been determined under the Actuarial Valuation Method at the year end.

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 principle generally accepted in India:

(i) In the case of the Balance Sheet, of the STATE OF AFFAIRS of the Company as at 31st March 2010;

(ii) In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

(iii) In the case of the Cash Flow Statement of the CASH FLOW for the year ended on that date.

ADS DIAGNOSTIC LIMITED, NEW DELHI ANNEXURE TO AUDITORS REPORT Referred to in Para 1 of our report of even date.

1 a) The Company has maintained proper records showing full particulars including

quantitative details and the situation of its Fixed Assets on the basis of the information available;

b) According to the information and explanations given to us, physical verification of Fixed Assets is being conducted in a phased manner by the Management under a programme designed to cover all the Fixed Assets over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account;

c) The assets disposed off and / or retired during the year are not that substantial a part of the fixed assets that they affect the going concern status of the Company.

2 a) We have been informed that the stock of X-ray films, Medicines, Developing Materials

and Stores & Spares are being physically verified by the Management at reasonable intervals;

b) In our opinion and according to the information and explanations given to us, the procedure followed by the Management for physical verification of stocks was reasonable and adequate in relation to the size of the Company and the nature of its business;

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories. The discrepancies between the physical stocks and the book stocks were not material and the same have been properly dealt with in the books of account.

3 a) During the year, the Company has not granted any loans to parties listed in the register

maintained under Section 301 of the Companies Act, 1956;

b) The Company has taken unsecured loans from Three of its Directors, at different times during the year, aggregating to Rs. 87.30 Lacs during the year and the balance outstanding at the year end was Rs. 122.10 Lacs.

c) In our opinion and according to the information and explanations given to us, the terms and conditions of these interest free loan are not prima facie prejudicial to the interest of the Company;

d) In our opinion and according to the information and explanations given to us, the principal amount in respect of these interest free loan are repayable only on demand;

e) There is no overdue amount in respect of loans taken by the Company from three of its Directors, as these are repayable on demand.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and also 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 controls.

5 a) According to the information and explanations given to us, we are of the opinion that

the transactions made in pursuance of contracts or arrangement, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 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 the value of Rupees Five Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market price at the relevant time.

6 The Company has not accepted any deposit from the public.

7 In our opinion, the Internal Audit System is commensurate with the size of the Company and the nature of its business, though the scope of work needs to be further extended.

8 It has been informed to us that the Central Government has not prescribed maintenance of Cost Records under Section 209(l)(d) of the Companies Act, 1956, for the products of the Company.

9 a) According to the records, information and explanations provided to us, the Company is

generally regular in depositing with the appropriate authorities undisputed amounts of provident fund, investor education protection fund, income tax, sales tax, service tax, customs duty and other statutory dues applicable to it and no undisputed amounts payable were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities are as under:

SI. Name of the Statutory Due Forum Where Dispute is Unpaid Amount No. Pending (Rs. in lacs) 1 Income Tax High Court 18.73 2 Customs Duty Commissioner of Customs 40.00 Commissioner of Directorate of Revenue Intelligence 56.02

10 The Company has accumulated losses of Rs. 10.74 Lacs but has not incurred any cash loss during the financial "ear covered by our audit or in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the Bank.

12 According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, provisions of Clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14 In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15 On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 To the best of our knowledge and belief and according to the information and explanations given to us, the term loans availed by the Company were applied for the purposes for which the loans were obtained.

17 According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company, we report that norunds raised on short term basis have been used for long term investments.

18 According to the information and explanations given to us, no preferential allotment of shares has been made by the Company during the year.

19 The Company has not issued any debentures during the year. Therefore, the provisions of clause (xix) of Paragraph 4 of the Order are not applicable to the Company.

20 The Company has not raised any monies by way of public issue during the year.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during ths year that causes the financial statements to be materially misstated.

For KHATTAR KHANNA & ASSOCIATES Chartered Accountants RAJIV KHANNA Partner Place : New Delhi Membership No: 091611 Date : 26th May, 2010 Firm Registration No.: 014731N

 
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