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Auditor Report of Medinova Diagnostic Services Ltd.

Mar 31, 2016

To the Members of

Medinova Diagnostic Services Limited

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Medinova Diagnostic Services Limited (''the Company’), which comprise the Balance sheet as at 31st March 2016, the Statement of Profit and Loss and the Cash Flew Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITORS’ RESPONSIBILITY

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

We have taken into account the Provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Sub-Section 10 of section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether financial statements are free from material misstatement.

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 auditors’ judgment, including 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 control 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.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 3151 March 2016 and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS AS REQUIRED BY SECTION 143(3) OF THE ACT. We report that:

1. As required by the Companies (Audit Report) Order, 2016 (‘the Order'') issued by the Central Government of India in terms of sub - section 11 of Section 143 of the Act, w e give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Sub-Section 3 of Section 143 of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Prof it and Loss and the Cash Row Statement dealt with by the 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 on 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Sub-Section 2 of Section 164 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 B'' ; and

g) With respect to the other matters to be included in the Auditors ‘ 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. There were no pending litigations that effects the Company''s financial position.

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

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

Referred to in Paragraph 1 under the heading “Report on other Legal & Regulatory Requirement" of our report of even date to the financial statements of the Company for the year ended 31st March 2016:

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. The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

2. Stocks of Diagnostic kits, Lab Chemicals, Consumables, Medicare items, house-keeping items, stationery have been physically verified by the management during the year at reasonable intervals, the frequency of which in our opinion is reasonable.

3. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in Register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, the company has not given any loan or guarantees or made investments as contemplated under Section 185 and 186 of the Companies Act, 2013.

5. The Company has not accepted any deposits from the public and therefore, the provisions of the Clause 3(v) of the Order are not applicable to the Company.

6. Reporting under Clause 3(vi) of the Order is not applicable as the Company’s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. According to the information and explanations given to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employee state insurance, Income Tax, Cess and other statutory dues applicable to it with the appropriate authorities.

b. There were, no undisputed amounts payable in respect of provident fund, employee state insurance, Income Tax, Cess and other Statutory dues in arrears as at 31st March 2016 for a period of more than six from the date they became payable except in the following cases.

Name of the Statute

Nature of Dues

Amount (Rs.)

Customs Act,1962

Due including interest & Penalty

2,93,848

Income Tax Act,1961

Interest on Delay Payment of TDS

13,29,715

Employee State Insurance Act,1948

Contribution Payable

89,072

Professional Tax Act, 1987

Professional Tax Payable

18,880

c. According to the information and explanations given to us and on the basis of our examination of records of the company, there w ere no amounts which were required to be transferred to the Investor Education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and Rules there under.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9. The Company has not raised monies by way of initial public offer or further public offer (including debt instruments) or term loans hence reporting under clause 3(ix) of the Order is not applicable.

10. To the best of our knowledge and the information and explanations given to us, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. The company is not a Nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. The company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

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

We have audited the internal controls over financial reporting of Medinova Diagnostics Services Limited (‘the Company’) as of 31st March 2016 in conjunction with our audit of the Standalone Financial Statements of the company for the year ended on the date.

Management’s Responsibility for Internal Financial Controls

The company’s management is responsible for establishment and maintaining internal financial control based on the internal control over financial reporting criteria established by the company considered 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 the Chartered Accountants of India (‘the Guidance Note’). 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 Act.

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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those standards and 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 were established and maintained and if such controls operated effectively in all material aspects.

Our audit involves performing procedure 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 controls based on the assessed risk. The procedure selected depends on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone 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 audit opinion on the company’s 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 principles and procedure that

i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditure of the company are being made on only in accordance with authorization of the management and directors of the company; and

iii. 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 Controls over Financial Reporting

Because of 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, projection of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedure may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, 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 31st March 2016, based on the internal control over financial reporting criteria established by the company considered the essential components of internal control stated in the Guidance Note.

For Ratnam Dhaveji & Co

Chartered Accountants

Firm Regn No 006677S

C V Ratnam Dhaveji

Place: Hyderabad Partner

Date: 25.05.2016 M.No 203479


Mar 31, 2015

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

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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 Statements specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, 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.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our Audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. 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 financial control 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 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. 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

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 March 31, 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS As required by Section 143(3) of the Act.

We report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement 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;

e) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in its notes.

ii) The Company does not have any long-term contracts including derivative contracts as such there is no requirement to make provision.

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

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. The company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and its nature of its assets.

2. In respect of inventories;

a. The stocks of machine spares and consumables have been physically verified by the management during/at the end of year, the frequency of which, in our opinion, is reasonable.

b. In our opinion the procedures for physical verification of stocks followed by the management is reasonable and adequate with reference to the size of the Company and the nature of its operations.

c. The company has maintained proper records showing full particulars, including according to the information given, there were no discrepancies noted on physical verification of stocks.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act, Therefore, the provisions of Clause 3(iii), (iii a) & (iii b) of the said Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system that commensurate with the size of the company and the nature its business with regard to purchase of fixed assets and sale of services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across, nor have been informed, of any continuing failure to correct major weakness in the aforesaid internal control system.

5. The company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the company.

We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been specified under sub section (1) of Section 148 of the Act, and are of the opinion that primafacie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. a. According to the information and explanations given to us and on the basis of the examination of records of the company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, employee state insurance and other material statutory dues as applicable have been regularly deposited, though there has been a slight delay in depositing in some cases. No undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than 6 months from the date of becoming payable expect in the following cases.

Sl. No Name of the Statute Nature of Liability Amount (Rs.)

1. Customs Act, 1962 Custom Duty (Including Interest & Penalty) 2,93,848

2. Income Tax Act, 1961 Interest on Delayed Payment of TDS 11,26,877

3. The Employees' Provident Funds and Contributions Payable 44,416 Miscellaneous Provisions Act, 1952

4. Employee State Insurance Act, 1948 Contributions Payable 92,137

b. According to the information and explanations given to us and on the basis of our examination of records of the Company, there are no material dues which have not been deposited with the appropriate authorities on account of any dispute. However according to the information and explanations given to us following dues have not been deposited by the company on account of disputes.

Sl. No Name of the Statute Forum where dispute Period to which Amount is pending the amount relates (Rs.)

1. The Employees' Provident Funds Employees Provident fund 1998-2001 5,61,36 and Miscellaneous Provisions Act, 1952 Appellate Tribunal, New Delhi.

c. According to the information and explanations given to us and on the basis of our examination of records of the Company, there were no amounts which were required to be transferred to the investor education and protection fund in the accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

8. The Accumulated losses of the Company at the end of the financial year are more than Fifty percent of its Net worth. The company has incurred cash losses in the financial year. However, the company has not incurred cash losses in immediately preceding financial year.

9. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the year, Therefore, the provisions of Clause (ix) of the said Order is not applicable.

10. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of Clause (x) of the said Order is not applicable.

11. The Company did not have any term loans outstanding during the year. Therefore, the provisions of Clause (xi) of the said Order is not applicable.

12. According to the information and explanations, no material fraud on or by the Company has been noticed or reported during the course of our audit.

for Ratnam Dhaveji & Co

Chartered Accountants

Firm Regn. No. 006677S

Place : Hyderabad C V Ratnam Dhaveji

Date : 22nd May, 2015 Partner

M.No. 203479


Mar 31, 2014

We have audited the accompanying financial statements of MEDINOVA DIAGNOSTIC SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Profit and Loss Statement and 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.

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 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 the internal controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2) As required by sub-section (3) of section 227 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 purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

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

b. All fixed assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. No material discrepancies were noticed on such verification.

c. During the year, the company has disposed off the company''s Diagnostic Unit at Bangalore together with all its assets and liabilities. According to the information and explanations given to us, we are of the opinion that the sale of the said unit has not affected the going concern status of the company.

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 were noticed on physical verification.

iii) a. The Company had taken Loans from three parties covered in the Register maintained under section 301 of the Companies Act, 1956. However loans obtained from two parties were settled by way of assignment of Debt / adjustment towards sale consideration during the year. The maximum amount involved during the year was Rs.16,82,21,893/- and the yearend balance was Rs. 23,63,045/-. The said loans/ advances are interest free and other terms and conditions on which the said loans/ advances were obtained are not prima facie prejudicial to the interest of the Company. As per the information and explanations given to us, there are no specific conditions as to repayment of these loans.

b. The Company had granted inter-corporate loans, unsecured loans (including the balances in current account under loans and advances) to a Company listed in the register maintained under Section 301 of the Companies Act, 1956. However, the said loans advanced were settled by way of assignment of Debt during the year. The maximum amount involved during the year in these transactions was Rs. 12,35,38,622/- and the year-end balance of the said Loans & Advances was Rs.NIL.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of it''s business, with regard to purchase of inventory and fixed assets and with regard to sale of Services. During the course of our audit no major weaknesses have been noticed in internal controls in these areas.

v) a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, during the year under audit, the Company has not accepted any deposits in the nature of public Deposits.

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

viii) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Companies Act, 1956 for any of its products.

ix) a. The provisions of Sales Tax, Excise Duty, Cess and others are not applicable to the company. However, the Company is not regular in depositing the Provident Fund and Employees'' State Insurance Contributions & Income tax Dues.

b. According to the information and explanations given to us excepting an amount of Rs.19,05,031/- representing Provident Fund, ESI Contributions and Income Tax dues, there were no other undisputed statutory dues outstanding, at the yearend for a period of more than six months from the date they became payable.

c. According to the records of the Company and on the basis of the information and explanations given to us, there are no dues of Sales-tax, Income-tax, Custom Duty, Wealth tax, Excise Duty, Service Tax & Cess which have not been deposited on account of any dispute, excepting the interest on Provident Fund as per the details given hereunder.

Name of Amount Period to Forum where the (Rs.in which the dispute is Statute lakhs) amount pending relates

Employees 5.61 1998-2001 Employees Provident Provident Fund Fund Appellate Act,1952 Tribunal, New Delhi.

x) The accumulated losses of the Company at the end of the Financial Year are more than Fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding Financial Year.

xi) The company has not defaulted in repayment of dues to Financial Institutions, Banks and Debenture Holders.

xii) The Company has not granted any loans or advances on the basis of security by the way of pledge of shares, debentures or other securities.

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

xiv) In our opinion, and according to the information and explanations given to us, 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 to the Company.

xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) The provisions of Clause (xvi) is not applicable to the Company during the year under consideration since there are no term loans outstanding as at the year end.

xvii) The funds raised on short term basis have not been used for long term investment and whereas part of long term funds were used for working capital requirement of the company.

xviii) During the year, the Company has not made, any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures and hence creation of securities or charge for debentures does not arise.

xx) During the year, the company has not raised any money by way of public issue. Hence other matters specified in the Clause are not applicable to the Company.

xxi) As per the checks carried out by us, no fraud on or by the company has been noticed or reported during the year under report.

for J B REDDY & CO., Chartered Accountants Firm Regn. No. 003256S

Place : Hyderabad A V REDDY Date : 30th May, 2014 Partner M.No. 023983


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MEDINOVA DIAGNOSTIC LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Profit and Loss Statement and 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. 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 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 the internal controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2) As required by sub-section (3) of section 227 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 purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2013 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 in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

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

b. All fixed assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of Fixed Assets 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 were noticed on physical verification.

iii) a. The Company had taken Loans from three parties covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the yearend balance was Rs.16,27,77,917/-. The said loans/ advances are interest free and other terms and conditions on which the said loans/ advances were obtained are not prima facie prejudicial to the interest of the Company. As per the information and explanations given to us, there are no specific conditions as to repayment of these loans.

b. The Company had granted inter-corporate loans, unsecured loans (including the balances in current account under loans and advances) to a Company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in these transactions during the year was Rs.12,53,87,256/- and the year-end balance of the said Loans & Advances was Rs.12,26,97,637/-. As per the information and explanations given to us, in view of the settlement arrangement reached with the said Company, no further interest is to be charged on the dues w.e.f 1st April, 2004 and the said dues are to be repaid by the said Company in a phased manner.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of it''s business, with regard to purchase of inventory and fixed assets and with regard to sale of Services. During the course of our audit no major weaknesses have been noticed in internal controls in these areas.

v) a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, during the year under audit, the Company has not accepted any deposits in the nature of public Deposits.

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

viii The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Companies Act, 1956 for any of its products.

ix a. The provisions of Sales Tax, Excise Duty, Cess and others are not applicable to the company. However, the Company is not regular in depositing the Provident Fund and Employees'' State Insurance Contributions & Income tax Dues.

b. According to the information and explanations given to us excepting an amount of Rs.32,47,831/- representing Provident Fund and ESI Contributions & Income Tax dues, there were no other undisputed statutory dues outstanding, at the yearend for a period of more than six months from the date they became payable.

c. According to the records of the Company and on the basis of the information and explanations given to us, there are no dues of Sales-tax, Income-tax, Custom Duty, Wealth tax, Excise Duty, Service Tax & Cess which have not been deposited on account of any dispute, excepting the interest on Provident Fund as per the details given hereunder.

Name of Amount Period to Forum where the (Rs.in which the dispute is Statute lakhs) amount pending relates

Employees 5.61 1998-2001 Employees Provident Provident Fund Fund Appellate Act,1952 Tribunal, New Delhi.

x) The accumulated losses of the Company at the end of the Financial Year are more than Fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding Financial Year.

xi) The company has not defaulted in repayment of dues to Financical Institutions, Banks and Debenture Holders..

xii) The Company has not granted any loans or advances on the basis of security by the way of pledge of shares, debentures or other securities.

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

xiv) In our opinion, and according to the information and explanations given to us, 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 to the Company.

xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) The provisions of Clause (xvi) is not applicable to the Company during the year under consideration since there are no term loans outstanding as at the year end.

xvii) The funds raised on short term basis have not been used for long term investment and whereas part of long term funds were used for working capital requirement of the company.

xviii) The Company has not made, during the year, any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures and hence creation of securities or charge for debentures does not arise.

xx) During the year, the company has not raised any money by way of public issue. Hence other matters specified in the Clause are not applicable to the Company.

xxi) As per the checks carried out by us, no fraud on or by the company has been noticed or reported during the year under report.

for J B REDDY & CO.,

Chartered Accountants

Firm Regn. No. 003256S

Place : Hyderabad A V REDDY

Date : 28th May, 2013 Partner

M.No. 23983


Mar 31, 2012

We have audited the accompanying financial statements of MEDINOVA DIAGNOSTIC SERVICES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2012, the Profit and Loss Statement and 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.

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 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'Responsibility '

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 the internal controls 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2003(“the Order”) issued by the Central Government in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2) As required by sub-section (3) of section 227 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 purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Row Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of .the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2012 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

for JB REDDY & CO., Chartered Accountants Firm Regn. No. 003256S

Place : Hyderabad A V REDDY

Date : 14th August, 2012 Partner

M.No. 23983

Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

i) a. The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

b. All fixed assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its Assets. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of Fixed Assets 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 were noticed on physical verification.

iii) a. The Company had taken Loans from three parties

covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end balance was Rs. 16,06,56,290/-. The said loans/ advances are interest free and other terms and conditions on which the said loans/ advances were obtained are not prima facie prejudicial to the interest of the Company. As per the information and explanations given to us, there are no specific conditions as to repayment of these loans.

b. The Company had granted inter-corporate loans, unsecured loans (including the balances in current account under loans and advances) to a Company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in these transactions during the year was Rs.12,73,06,918/- and the year-end balance of the said Loans & Advances was Rs.12,52,21,007/-. As per the information and explanations given to us, in view of the settlement arrangement reached with the said Company, no further interest is to be charged on the dues w.e.f 1st April, 2004 and the said dues are to be repaid by the said Company in a phased manner.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of it's business, with regard to purchase of inventory and fixed assets and with regard to sale of Services. During the course of our audit no major weaknesses have been noticed in internal controls in these areas.

v) a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered,

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, during the year under audit, the Company has not accepted any deposits in the nature of public Deposits.

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

viii The Central Government has not prescribed maintenance of cost records by the Company under section 209( l)(d) of the Companies Act, 1956 for any of it's products.

ix a. The provisions of Sales Tax, Excise Duty, Cess and others are not applicable to the company. However, the Company is not regular in depositing the Provident Fund and Employees' State Insurance Contributions & Income tax Dues.

b. According to the information and explanations given to us excepting an amount of Rs.25,06,574/- representing Provident Fund and ESI Contributions & Income Tax dues, there were no other undisputed statutory dues outstanding, at the year end for a period of more than six months from the date they became payable.

c. According to the records of the Company and on the basis of the information and explanations given to us, there are no dues of Sales-tax, Income- tax, Custom Duty, Wealth tax, Excise Duty, Service Tax & Cess which have not been deposited on account of any dispute, excepting the interest on Provident Fund as per the details given hereunder.

Name of Amount Period to Forum where the (Rs.in which the dispute is Statute lakhs) amount pending relates

Employees 5.61 1998-2001 Employees Provident Provident Fund Fund Appellate Act,1952 Tribunal, New Delhi.

x) The accumulated losses of the Company at the end of the Financial Year are more than Fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding Financial Year.

xi) The company has not defaulted in repayment of dues to Financical Institutions, Banks and Debenture Holders..

xii) The Company has not granted any loans or advances on the basis of security by the way of pledge of shares, debentures or other securities.

xiii) In our opinion, the Company is not a chit fund, nidhior mutual benefit fund / society. Therefore, the provisions of Clause 4 (xiii) of the order are not applicable.

xiv) In our opinion, and according to the information and explanations given to us, 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 to the Company.

xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) The provisions of Clause (xvi) is not applicable to the Company during the year under consideration since there are no term loans outstanding as at the year end.

xvii) The funds raised on short term basis have not been used for long term investment and whereas part of long term funds were used for working capital requirement of the company.

xviii) The Company has not made, during the year, any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures and hence creation of securities or charge for debentures does not arise.

xx) During the year, the company has not raised any money by way of public issue. Hence other matters specified in the Clause are not applicable to the Company.

xxi) As per the checks carried out by us, no fraud on or by the company has been noticed or reported during the year under report.

for JB REDDY & CO.,

Chartered Accountants

Firm Regn. No. 003256S

Place : Hyderabad A V REDDY

Date : 14th August, 2012 Partner

M.No. 23983


Mar 31, 2011

1. We have audited the attached Balance Sheet of MEDINOVA DIAGNOSTIC SERVICES LIMITED, as at March 31, 2011 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) 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 those books of the Company;

(iii) The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as director under Section 274 (1) (g) of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes on accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

c) In the case of Cash Flow Statement, of the Cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT (This is the Annexure referred to in our Report of even date)

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

b. All fixed assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of it’s Assets. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of Fixed Assets 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 were noticed on physical verification.

iii) a. The Company had taken Loans from two parties covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end balance was Rs.12,05,48,664/-. The said loans/ advances are interest free and other terms and conditions on which the said loans/ advances were obtained are not prima facie prejudicial to the interest of the Company. As per the information and explanations given to us, there are no specific conditions as to repayment of these loans.

b. The Company had granted inter-corporate loans, unsecured loans (including the balances in current account under loans and advances) to a Company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in these transactions during the year was Rs.12,99,35,516/- and the year-end balance of the said Loans & Advances was Rs.12,73,06,918/-. As per the information and explanations given to us, in view of the settlement arrangement reached with the said Company, no further interest is to be charged on the dues w.e.f 1st April, 2004 and the said dues are to be repaid by the said Company in a phased manner.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of it's business, with regard to purchase of inventory and fixed assets and with regard to sale of Services. During the course of our audit no major weaknesses have been noticed in Internal controls in these areas.

v) a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, during the year under audit, the Company has not accepted any deposits in the nature of public deposits.

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

viii) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Companies Act, 1956 for any of it's products.

ix a. The provisions of Sales Tax, Excise Duty, Cess and others are not applicable to the company. However, the Company is not regular in depositing the Provident Fund & Employees’ State Insurance Contributions and Income tax Dues.

b. According to the information and explanations given to us excepting an amount of Rs.16,73,255/- representing Provident Fund and ESI Contributions & Income Tax dues, there were no other undisputed statutory dues outstanding, at the year end for a period of more than six months from the date they became payable.

c. According to the records of the Company and on the basis of the information and explanations given to us, there are no dues of Sales-tax, Income- tax, Custom Duty, Wealth tax, Excise Duty, Service Tax & Cess which have not been deposited on account of any dispute, excepting the interest on Provident Fund as per the details given hereunder.

Name of Amount Period to Forum where the (Rs.in which the dispute is Statute lakhs) amount pending relates

Employees 5.61 1998-2001 Employees Provident Provident Fund Fund Appellate Act,1952 Tribunal, New Delhi.

x) The accumulated losses of the Company at the end of the Financial Year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year. However, the company has incurred cash losses in the immediately preceding Financial Year.

xi) The company has not defaulted in repayment of dues to the Financial Institutions, Banks and Debenture Holders.

xii) The Company has not granted any loans or advances on the basis of security by the way of pledge of shares, debentures or other securities.

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

xiv) In our opinion and according to the information and explanations given to us, 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 to the Company.

xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) The provisions of Clause (xvi) is not applicable to the Company during the year under consideration since there are no term loans outstanding as at the year end.

xvii)The funds raised on short term basis have not been used for long term investment and whereas part of long term funds were used for working capital requirement of the company.

xviii) The Company has not made, during the year, any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures and hence creation of securities or charge for debentures does not arise.

xx) During the year, the company has not raised any money by way of public issue. Hence other matters specified in the Clause are not applicable to the Company.

xxi) As per the checks carried out by us, no fraud on or by the company has been noticed or reported during the year under report.

for J B REDDY & CO., Chartered Accountants Firm Regn. No. 003256S

A V REDDY Partner M.No. 23983

Place : Hyderabad Date : 12th August, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of MEDINOVA DIAGNOSTIC SERVICES LIMITED, as at March 31, 2010 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) 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 those books of the Company;

(iii) The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on March 31, 2010 and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as director under Section 274 (1) (g) of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other notes on accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

c) In the case of Cash Flow Statement, of the Cash flows for the year ended on that date.



ANNEXURE TO AUDITORS REPORT



(This is the Annexure referred to in our Report of even date)

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

b. All fixed assets have not been physically verified by the Management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of it’s Assets. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of Fixed Assets 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 were noticed on physical verification.

iii) a. The Company had taken Loans from two parties covered in the Register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end balance was Rs.11,72,77,437/-. The said loans/ advances are interest free and other terms and conditions on which the said loans/ advances were obtained are not prima facie prejudicial to the interest of the Company. As per the information and explanations given to us, there are no specific conditions as to repayment of these loans.

b. The Company had granted inter-corporate loans, unsecured loans (including the balances in current account under loans and advances) to a Company listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved in these transactions during the year was Rs.13,30,32,148/- and the year-end balance of the said Loans & Advances was Rs.12,99,35,516/-. As per the information and explanations given to us, in view of the settlement arrangement reached with the said Company, no further interest is to be charged on the dues w.e.f 1st April, 2004 and the said dues are to be repaid by the said Company in a phased manner.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory and fixed assets and with regard to sale of Services. During the course of our audit no major weaknesses have been noticed in Internal controls in these areas.

v) a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, during the year under audit, the Company has not accepted any deposits in the nature of public deposits.

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

viii) The Central Government has not prescribed maintenance of cost records by the Company under section 209(1)(d) of the Companies Act, 1956 for any of its products.

ix a. The provisions of Sales Tax, Excise Duty, Cess and others are not applicable to the company. However, the Company is not regular in depositing the Provident Fund & Employees’ State Insurance Contributions and Income tax Dues.

b. According to the information and explanations given to us excepting an amount of Rs.8,37,658/- representing Provident Fund and Income Tax dues, there were no other undisputed statutory dues outstanding, at the year end for a period of more than six months from the date they became payable.

c. According to the records of the Company and on the basis of the information and explanations given to us, there are no dues of Sales-tax, Income- tax, Custom Duty, Wealth tax, Excise Duty, Service Tax & Cess which have not been deposited on account of any dispute, excepting the interest on Provident Fund as per the details given hereunder.

Name of Amount Period to Forum where

the (Rs.in which the dispute is

Statute lakhs) amount pending

relates

Employees 7.47 1998-2003 Employees

Provident Provident Fund

Fund Appellate

Act,1952 Tribunal,

New Delhi.



x) The accumulated losses of the Company at the end of the financial year are more than Fifty percent of its net worth. The Company has incurred cash losses during the financial year. However, the company has not incurred cash losses in the immediately preceding financial year.

xi) The company has defaulted in repayment of dues to a scheduled bank amounting to Rs.24,16,000/- representing the balance amount of the liability taken over by the company from M/s. Standard Medical & Pharmaceuticals Limited, under a scheme of spin- off.

xii) The Company has not granted any loans or advances on the basis of security by the way of pledge of shares, debentures or other securities.

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

xiv) In our opinion and according to the information and explanations given to us, 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 to the Company.

xv) The Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xvi) Excepting the loan liability taken over from Standard Medical & Pharmaceuticals Limited under a scheme of spin off, the Company has not obtained any other Term Loan. Hence other matters specified in the Clause are not applicable to the Company.

xvii)The funds raised on short term basis have not been used for long term investment and whereas part of long term funds were used for working capital requirement of the company.

xviii) The Company has not made, during the year, any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures and hence creation of securities or charge for debentures does not arise.

xx) During the year, the company has not raised any money by way of public issue. Hence other matters specified in the Clause are not applicable to the Company.

xxi) As per the checks carried out by us, no fraud on or by the company has been noticed or reported during the year under report.



for J B REDDY & CO.,

Chartered Accountants

Firm Regn. No. 003256S

Place : Hyderabad A V REDDY

Date : 3rd August, 2010 Partner

M.No. 23983

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