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Auditor Report of Astec Lifesciences Ltd.

Mar 31, 2016

To the Members of Astec LifeSciences Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Astec LifeSciences Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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 there under.

5. 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 financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the 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 financial statements.

7. 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

8. 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 31 March 2016, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. 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 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 it appears from our examination of those books;

c. The balance sheet, the Statement of Profit and Loss and the cash flow statements comply dealt with by this report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as at 31 March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March

2016 from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

g. 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 financial statements - Refer Note 31 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The annexure referred to in independent auditors report to the members of the Company on the standalone financial statements for the year ended 31 March 2016. We report that:

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

(b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties are held in the name of the company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) The Company has granted loans to one company covered in the register maintained under section 189 of the Companies Act, 2013.

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the Company covered in the register maintained under section 189 of the Act are not, prima facie, prejudicial to the interest of the company.

(b) In the case of the loan granted to the company covered in the register maintained under section 189 of the Act, the borrower has been regular in the payment of the principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to the Company covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture or service of Agro Products, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute

Nature of dues

Amount in Lacs

Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Income Tax

27.16

FY 2006-07

High Court

Income Tax Act, 1961

Income Tax

5.35

0.54

FY 2010-11 FY 2011-12

CIT (A)

Income Tax Act, 1961

Income Tax

31.29

85.31

FY 2008-09 FY 2009-10

ITAT

MVAT Act 2002

CST

53.02

1,445.21

FY 2004-05 FY 2006-07

JSCT (Appeal)

Central Excise Act

Excise Duty

151.06

1,521.10

205.80

13.70

3,867.564

April 2010 to March 2014

FY 2010-FY 2014

CESTAT

approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ASTEC LIFESCIENCES LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

To the Members of Astec LifeSciences Limited

We were engaged to audit the internal financial controls over financial reporting of Astec LifeSciences Limited ("the Company") as of March 31, 2016, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Shah & Kathariya

Chartered Accountants

Firm Registration No.: 115171W

CA P. M. Kathariya

Partner

Membership No.: 031315

Place: Mumbai

Date: 4th May 2016


Mar 31, 2015

Report on the Financial Statements

1. We have audited the accompanying financial statements of Astec LifeSciences Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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 financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial controls relevant to the Company's preparation of the 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 the 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 financial statements.

6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

9. 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 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 it appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as at 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March 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:

g. the Company does not have any pending litigations which would impact its standalone financial position;

h. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

i. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 between physical inventory and book records were noticed on physical verification

(iii) The Company has granted unsecured loan to companies, firms or other parties covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) receipt of the principal amount and the interest is regular; and

(b) there is no overdue amount in respect of loans granted to such companies, firms or other parties

(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 fixed assets and sale of services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions ofclause3(v)of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii)(a) The Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year- end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

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

Income Tax Income Tax 27.15 FY 2006-07 High Court Act, 1961

Income Tax Income Tax 30.46 FY 2009-10 CIT (A) Act, 1961 42.65 FY 2010-11

0.54 FY 2012-13

MVAT Act CST 53.02 FY 2004-05 JSCT (Appeal) 2002

Central Excise Excise Duty 151.06 - CESTAT Act

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

Place: Mumbai For Shah & Kathariya

Date: 16 May 2015 Chartered Accountants

Sd/-

Firm's Registration No.: 115171W

CA. PM Kathariya

Partner

Membership No.: 031315


Mar 31, 2014

1. We have audited the accompanying financial statements of ASTEC LIFESCIENCES LIMITED, ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, along with significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 principles generally accepted in India, including the Accounting Standards referred to in sub- section (3C) of Section 211 of 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.

Auditors'' Responsibility

3. 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.

4. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in the case of Statement of Profit and Loss, of the profitfor 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

Report on Other Legal and Regulatory Requirements

7. 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.

8. 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 financial statements dealt with by this report are in agreement with the books of account.

d. In our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 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 ; and

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 referred to the Auditor''s Report

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 12.70 Crore and the year-end balance is Rs. 12.70 Crore.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, receipt of the principal amount and the interest is regular.

(d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

(e) The Company has not taken loans from parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(e) to (iii)(g) of the Order are not applicable.

(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 inventoryand fixedassets and for the sale of goods and services.During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion,the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products/services and are of the opinion that,prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) The Company is regular in depositing 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, as applicable,with the appropriate authorities.Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, 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 dispute is Lacs) relates pending. Income tax Income Tax 27.15 FY 2006-07 ITAT Act, 1961 64.31 FY 2009-10 CIT(A)

05.35 FY 2010-11 The company has FY 2008-09 preferred appeal

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion,the Company has not defaulted in repayment of dues to any financial institution or bank or to debenture-holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

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

(xv) In our opinion and according to the information and explanations given to us, the term and conditions on which the Company has given guarantees for loans taken by subsidiary from banks are not prejudicial to the interest of the Company

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, 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, prima facie,prejudicial to the interest of the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the year.Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For M/s. Shah & Kathariya Chartered Accountants Sd/- Firm Reg. No.115171W CA. P. M. Kathariya Partner Date: 30th May, 2014 M.No.: 031315 Place: Mumbai


Mar 31, 2013

Report on the Financial Statements

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

2. 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 principles generally accepted in India, including 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

3. 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.

4. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013; ii) in the case of Statement of Profit and Loss, 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

Report on Other Legal and Regulatory Requirements

7. 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.

8. 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 financial statements dealt with by this report are in agreement with the books of account.

d. In our opinion, the financial statements comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act; and

e. On the basis of written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure referred to the Auditor''s Report

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(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 between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 6.99 Crores and the year-end balance is 6.99 Crores.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, primafacie, prejudicial to the interest of the Company.

(c) In respect of loans granted, receipt of the principal amount and the interest is regular.

(d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

(e) The Company has taken loans from parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 1.71 Crore and the year-end balance is Rs. 1.71 Crore

(f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of loans taken, repayment of the principal amount and the interest is regular.

(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 the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered. (b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products/services and are of the opinion that, primafacie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) The Company is regular in depositing 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, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable. (b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount statute (Rs.in Lakhs)

Income tax Act, Income Tax 27.15 1961 85.31

Central Sales Tax Sales Tax 116.49 Act, 1962

Name of the Statute Period to which Forum where the amount re- dispute is lates pending

Income tax Act,1961 FY 2009-10 CIT(A) FY 2009-10

Central Sales Tax Act, 1962 FY 2006-07 Sales tax (Appeal)

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4 (xiii) of the Order are not applicable.

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

(xv) In our opinion and according to the information and explanations given to us, the term and conditions on which the Company has given guarantees for loans taken by subsidiary from banks are not prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, 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, primafacie, prejudicial to the interest of the Company.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.



For M/s P. M. Kathariya & Co.

Chartered Accountants

Sd/-

Firm Registration No.: 104922W

CA. P. M. Kathariya

Date : 24th May, 2013 (Proprietor)

Place : Mumbai Membership No.: 31315


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. ASTEC LIFESCIENCES LIMITED as at March 31, 2012 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 (Auditor's Report) Order, 2003, issued by central government of India, in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments as mentioned above, we report as follows:-

a) We have obtained all the information and explanations which to the best of our knowledge & belief were necessary for the 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 such books.

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

d) In our opinion, the Balance Sheet & Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable,

c) On the basis of 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 Section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion & to the best of our information & 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:

i. in the case of the Balance Sheet,, of the state of affairs of the Company as at March 31, 2012;

ii. in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure referred to the Auditors' Report

1. In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets,

(b) In our opinion fixed assets have been physic ally verified by the management at reasonable intervals no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year, and it has not affected the going concern.

2. In respect of its inventories:

(a) As informed to us physical verification of inventory has been conducted at reasonable intervals by the management.

(b) Procedures for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. There are no inadequacies in such procedures that should be reported.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification earned out at the end of the year.

3. In respect of loans granted and taken to/from parties covered in the register maintained u/s 301 of the Companies Act, 1956:

(a) 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 Act, Accordingly, clause (iii)(b) to (iii)(d) of paragraph 4 of the order are not applicable to the Company for the Current year.

(e) The company has taken loan from Directors and Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,2217,704/- and the year end balance of loans taken from such parties was Rs. 95,52,241/-

(f) In our opinion and according to the information and explanation 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

(g) The loans taken are re-payable on demand. As informed, the lenders have not demanded repayment of any such loan during the year, thus, there has been no default on the part of the company. The payment of interest has been regular.

4. In respect of internal control:

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 and fixed assets and for the sale of goods and services. During the course of audit, we have not observed continuing failure to correct major weaknesses in internal control system.

5. In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956:

(a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act 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 explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956 and exceeding the value of Rs. 5 Lakh with any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In respect of deposits from public:

As per the information and explanation given to us, no deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules farmed there order have been accepted by the Company.

7. In respect of internal audit system:

In our opinion, the Company has an internal audit system commensurate with its size and nature of business.

6. In respect of maintenance of cost records:

We are informed that the Company is not required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of the Act.

9. In respect of statutory dues:

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education 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.

(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 stale insurance, income tax, sales tax, wealth tax, service 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.

10. In respect of accumulated losses and cash losses:

The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. In respect of dues to financial institution/banks/debentures;

Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or banks

12. In respect of loans and advances granted on the basis of security:

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 respect of provisions applicable to Chit fund:

In our opinion and according to information and explanations given to us the company is not chit fund or a nidhi or mutual benefit fund/society.

14. In respect of dealing or trading in shares, securities, debentures and other investment:

According to information and explanations given to us the company is not dealing in or trading in shares, securities, debentures and other investments.

15. In respect of guarantee given for loans taken by others:

In our opinion and according to the information and explanations given to us, the term and conditions on which the Company has given guarantees for loans taken by subsidiary from banks are not prejudicial to the interest of the Company.

16. In respect of application of term loans:

In our opinion, the term loan raised by the company during the year has not been applied for the purpose for which it was raised.

17. In respect of fund used:

Based on an overall examination of the Balance Sheet of the company and a review of the consolidated fund flow statement for the year, we report that no funds raised on short-term basis have been used for long-term investment

18. In respect of preferential allotment of shares:

The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, during the year.

19. In respect of securities created for debentures:

The company has not issued any debentures during the year. Therefore provisions of clause 4(xix) of the order are not applicable to the company.

20. In respect of end use of money raised by public issues:

The company has not raised any money from the public during the year under audit.

21. In respect of fraud:

According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For M/s. P. M. Kathariya & Co. Chartered Accountants Sd/- Firm Reg. No. 104922W

CA. P. M. Kathariya (Proprietor) M. No: 31315

Date: 28th May, 2012 Place: Mumbai


Mar 31, 2011

1. We have audited the attached Balance Sheet of ASTEC LIFESCIENCES LTD. as at 31 st March' 2011, the Profit and Loss Account and 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. These 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 amount 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Amendment Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 (4A) of the Companies Act, 1956, and in the basis of such checks of the books and records, as we understand appropriate and according to the information and explanation given to us during the course of audit, we enclose 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 Annexure referred to above, we report that:

a. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by law have been kept by the company as far as appears from our examination of books.

c. The Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this report are i n agreement with the books of accou nt mai ntai ned by the company.

d. On the basis of written representation received from the Directors as on 31 st March 2011 and taken on records by the Board of Directors we report that none of the Directors is disqualified as on 31st March 2011 from being a appointed as a Director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956,

e. In our opinion the Balance Sheet, the 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 thecompanies Act' 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit and Loss Account and cash flow statement read together with the Notes thereon 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 principles generally accepted in India:

i. In case of Balance Sheet of the state of affairs of the company as at 31st March 2011.

ii. In the case of 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 referred to the Auditors' Report

1. a. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. We have been informed that the management during the year has physically verified the fixed assets. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. According to information and explanation given to us, no material discrepancies were noticed on such physical verification.

c. The company has not disposed off any major part of the Assets d u ring the year.

2. a. As explained to us, inventories have been physically verified by the Management at reasonable

intervals during the year, the frequency of such Verification is reasonable.

b. As per information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and the natu re of its busi ness.

c. In our opinion and according to the information and explanations given to us, the company is maintaining proper record of inventory. The discrepancies noticed on verification between the Physical stocks and the book records were not material and have been properly dealt with in the books of account.

d. The valuation of stock is fair and proper and is in accordance with the generally accepted accounting principles.

3. a. 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. The company has taken unsecured loans from directors, companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,76,47,174/- and the year end balance of loans taken from such person was Rs. 1,47,17,701 /-

b. In our Opinion and according to the information given to us, the terms and conditions are not prima facie prejudicial to the interest of the company.

c. As the loans taken by the company are repayable on demand the question of overdue amounts does notarise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and natu re of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of audit, we have not observed any conti nu ing fai lure to correct major weakness in internal control.

5. a. In our opinion and according to the information and explanations given to us the transactions

made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. According to the information and explanations given to us, and having regard to the explanations that some of the items purchased, sold or services availed are of a special nature for which comparable alternative price are not available, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 during the year have been made at prices which are considered reasonable.

6. As per the information and explanation given to us, the company has not accepted any public deposits with i n the pu rview of section 58 A of the Companies Act.

7. In our opinion, the company has an internal auditsystemcommensuratewiththesizeand natureof its business.

8. We are informed that the central government has not prescribed mai ntenance of cost records under section 209 {1) (d) of the Companies Act, 1956, in respect of the products manufactured by the company.

9. a. The company is regular in depositing with appropriate authorities undisputed statutory dues

including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears, as at 31st march 2011 for a period of more than six month from trie dates they became payable.

10. The company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and accordingtothe information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or banks.

12. According to our examinations of the records of the company and the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pi edge of shares, debentures and other securities.

13. According to informations & explanations given to us, the company has given guarantee for loans taken by subsidiary from banks. The terms & conditions whereof in our opinion are not prim facia prejudiciary to the interest of the company.

14. In our opinion, the term loans have been applied for the purpose for which they were raised.

15. According to the information and explanations provided to us by the management, we are of the opinion that, funds raised for short-term sources were not utilised for long-term investments and funds raised on long-term basis have not been used for short-term investments.

16. Accordingtothe information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

17. The company has not issued any secured debentures during the year and accordingly the provision of clause 4(xix) of the Companies (Auditors Report) Amended Order, 2004 are not applicable.

18. The company is not a sick industrial company within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986).

19. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted practice in India, and in accordingtothe information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor we have been informed such case by the management..

For P. M. Kathariya & Co. Chartered Accountants

Firm Reg. No.104922W

CA. P. M. Kathariya Date: 27th May, 2011 (Proprietor)

Place: Mumbai M.No: 31315


Mar 31, 2010

1. We have audited the attached Balance Sheet of Astec LifeSciences Limited (the Company) as at 31 st March 2010, the Profit and Loss Account and 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. These 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 amount 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Amendment Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 (4A)ofthe Companies Act, 1956, and in the basis of such checks of the books and records, as we understand appropriate and according to the information and explanation given to us during the course of audit, we enclose 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 Annexure referred to above, we report that:

a. We have obtained all the information and explanation, which to the best of our knowledge and bel ief were necessary for the purpose of our aud it.

b. In our opinion, proper books of accounts as required by law have been kept by the Company as far as appears from our examination of books.

c. The Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account maintained by the Company.

d. On the basis of written representation received from the Directors as on 31st March 2010 and taken on records by the Board of Directors we report that none of the Directors is disqualified as on 31st March 2010 from being a appointed as a Director in terms of clause (g) of sub section (1) of Section 274ofthe Companies Act, 1956.

e. In our opinion the Balance Sheet, the 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.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit and Loss Account and cash flow statement read together with the Notes thereon 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 principles generally accepted in India:

i. In case of Balance Sheet of the state of affairs of the Company as at 31st March 2010

ii. In the case of 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 referred to the Auditors Report

1. a. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. We have been informed that the management during the year has physically verified the fixed assets. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. According to information and explanation given to us, no material discrepancies were noticed on such physical verification.

c. The Company has not disposed off any major part of the Assets during the year.

2. a. As explained to us, inventories have been physically verified by the Management at reasonable intervals during the year, the frequ -ency of such Verification is reasonable.

b. As per information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, 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 explanations given to us, the Company is maintaining proper record of inventory. The discrepancies noticed on verification between the Physical stocks and the book records were not material and have been properly dealt with in the books of account.

d. The valuation of stock is fair and proper and is in accordance with the generally accepted accounting principles.

3. a. 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. The Company has taken unsecured loans from directors, companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,76,47,174/- and the year end balance of loans taken from such person was Rs. 1,76,47,174/-

b. In our Opinion and according to the information given to us, the terms and conditions are not prima facie prejudicial to the interest ofthe Company.

c. As the loans taken by the Company are repayable on demand the question of overdue amounts does not arise

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the Company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. a. In our opinion and according to the information and explanations given to us the transactions made in pursuance of contra -cts or arrangements that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. According to the information and explanations given to us, and having regard to the explanations that some of the items purchased, sold or services availed are of a special nature for which comparable alternative price are not available, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 during the year have been made at prices which are considered reasonable.

6. As per the information and explanation given to us, the Company has not accepted any public deposits within the purview of section 58 A of the Companies Act.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We are informed that the central government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, in respect of the products manufactured by the Company.

9. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears, as at 31st march 2009 for a period of more than six month from the dates they became payable.

10. The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and 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 a financial institution or banks.

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

13. The Company has not given guarantees for loans from banks taken by other companies/firms.

14. In our opinion, the term loans have been applied for the purpose for which they were raised.

15. According to the information and explanations provided to us by the management, we are of the opinion that, funds raised for short-term sources were not utilised for long-term investments and funds raised on long-term basis have not been used for short-term investments.

16. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

17. The Company has not issued any secured debentures during the year and accordingly the provision of clause 4(xix) of the Companies (Auditors Report) Amended Order, 2004 are not applicable.

18. The Company has raised money through a Public Issue during the year. The Company has issued 75,00,150/-equity share® Rs. 82/-pershare.(Rs. 10/-face value and Rs. 72/-on account of share premium)

19. The Company is not a sick industrial Company within the meaning of clause (O) of subsection (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986).

20. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted practise in India, and in according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor we have been informed such case by the management.

For P. M. Kathariya & Co.

Chartered Accountants

Firm Reg. No.104922W

CA P. M. Kathariya Date: 24th May, 2010 (Proprieter)

Place: Mumbai M. No: 31315






Mar 31, 2009

We have audited the attached Balance Sheet of M/S ASTEC LIFESCIENCES LTD.

1. As at 31st March 2009, the Profit and Loss Account and 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. These 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 amount and disclosures in the FinancialStatements. An audit also includes assessing the accounting principles used and significant estimates made by management, as welt as evaluating the overall statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Amendment Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 (4A) of the Companies Act, 1956, and in the basis of such checks of the bool s and records, as we understand appropriate and according to the information and explanatio i given to us during the course of audit, we enclose in the Annexure, a statement on the matt jrs specified in paragraphs 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 explanj tion, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by law have been kept by the company as far as appears from our examination of books.

c. The Balance Sheet, the Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account maintained by the company.

d. On the basis of written representation received from the Directors as on 31st March 2009 and taken on records by the Board of Directors we report that none of the Directors is disqualified as on 31st March 2009 from being a-appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

e. In our opinion the Balance Sheet, the 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.

f. In our opinion and to the best of our information and according to trie explanations given to us, the said Balance Sheet, the Profit and Loss Account and cash flow statement read together with the Notes thereon 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 principles generally accepted in

# India: 0.

i) In case of Balance Sheet of the state of affairs of the company as at 31st March 2009. ii. In the case of 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.

ANNEXTURE REFERRED TO THE AUDITORS REPORT TO THE MEMBERS OF ASTEC LIFESCIENCES LIMITED FOR THE YEAR ENDED 31st MARCH 2009.

WE REPORT THAT

1.

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

b. We have been informed that the management during the year has physically verified the fixed assets. In our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. According to information and explanation given to us, no material discrepancies were noticed on such physical verification.

c. The Company has not disposed off any major part of the Assets during the year.

2. a. As explained to us, inventories have been physically verified by the Management at reasonable intervals during the year, the frequency of such Verification is reasonable.

b. As per information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, 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 explanations given to us, the company is maintaining proper record of inventory. The discrepancies noticed on verification between the Physical stocks and the book records were not material and have been properly dealt with in the books of account.

d. The valuation of stock is fair and proper and is in accordance with the generally accepted accounting principles.

a. 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. The company has taken unsecured loans from directors, companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,60,43,033/- and the year end balance of loans taken from such person was Rs. 1,60,43,033/-

b. In our Opinion and according to the information given to us, the terms and conditions are not prima facie prejudicial to the interest of the company.

c. As the loans taken by the company are repayable on demand the question of overdue amounts does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. a. In our opinion and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. According to the information and explanations given to us, and having regard to the explanations thatsome of the items purchased, sold or services availed are of a special nature for which comparable alternative price are not available, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 during the year have been made at prices which are considered reasonable.

6. As per the information and explanation given to us, the company has not accepted any public deposits within the purview of section 58 A of the Companies Act.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. We are informed that the central government ha* not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, in respect of the products manufactured by the company.

9. a. The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable.

b. According to. the.information and explanations given to us, no. undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears, as at 31st march 2009 for a period of more than six month frcrr. the dates they became payable.

10. The company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and 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 a financial institution or banks.

12. According to our examinations of the records of the company and the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of piedge of shares, debentures and other securities.

13. The company has not given guarantees for loans from banks taken by other companies/firms.

14. In our opinion, the term loans have been applied for the purpose for which they were raised.

15. According to the Information and explanations provided to us by the management, we are of the opinion that, funds raised for short-term sources were not utilised for long-term investments and funds raised on long-term basis have not been used for short-term investments.

16. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

17. The Company has not issued any secured debentures during the year and accordingly the provision of clause 4(xix) of the Companies (Auditors Report) Amended Order, 2004 are not - applicable.

18. The company has not raised any money through a Public Issue during the year.

19. The company is not a sick industrial company within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986).

20. During the course of our examination of the books and records of the company carried out in accordance with the generally accepted practise in India, and in according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor we have been informed such case by the management.

For P.M.KATHARIYA & CO. Chartered Accountants

CA. P. M. KATHARIYA (PROPRIETOR) M. No. 31315

Place: Mumbai Date :21st July 2009

 
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