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Auditor Report of Noida Medicare Centre Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of NOIDA MEDICARE CENTRE LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and a summary of significant accounting policies and other explanatory information.

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 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.

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.

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:

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

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

c) in the case of the Cash Flow statement 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 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

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

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

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

d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

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

Annexure to Auditors'' Report Re: NOIDA MEDICARE CENTRE LIMITED Referred to in paragraph 3 of our report of even date,

(i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) The inventory has been physically verified during the

year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and is properly dealt with the books of accounts.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 according to the information and explanations given to us :

a. The Company has granted loan of Rs.5,08,65,319/- to the parties covered in the register maintained under section 301 of the Companies Act, 1956, during the year. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs. 5,32,61,333/- and the year-end balance is Rs. Nil.

i) The rate of interest and other terms and conditions of the loan granted are not primafacie prejudicial to the interest of the company.

ii) The receipt of principal amount and interest if any, are regular.

iii) There is no overdue amount in respect of loans granted to the above parties.

b. The Company has taken unsecured loans of Rs. 1,50,60,362/- from parties covered in the register maintained under section 301 of the Companies Act, 1956, during the year. In

respect of the said loan, the maximum amount outstanding at any time during the year was Rs. 1,65,12,416/- and the year- end balance is Rs. 11,70,469/-.

c. In our opinion and according to the informations and explanations given to us, the above said loans is unsecured loans and other terms and conditions on which loans has been taken are not prima facie prejudicial to the interest of the Company.

d. The rate of interest and other terms and conditions of unsecured loans taken by the Company are prima facie not prejudicial to the interest of the Company.

e. In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest.

(iv) In our opinion and according to information and explanations given to us , there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods. 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 major weakness in the aforesaid internal control procedures.

(v) (a) According to the information and explanation 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 exceeding the value of rupees five lakhs have been made at the prices which are reasonable with regard to the prevailing market prices at relevant times.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and relevant rules framed thereunder.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Companies Act, 1956.

(ix) (a) The company is not regular in depositing with

appropriate authorities undisputed statutory dues including income tax, sales tax, custom duty, provident fund, Service Tax and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of TDS (Income Tax), was in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable amounting to Rs. 11,91,050/-.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit, procedures and on the information and explanations given by the management, we are of the opinion that, the company has defaulted in repayment of dues to financial institutions or bank during the year amounting to Rs. 7,29,66,027/-.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xvi) The company has not availed any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

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

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company, which is material in amount and nature has been noticed or reported by the management during the course of our audit.

For N.K. Duggal & Co., Chartered Accountants , Regn. No 004809N

Place : New Delhi (N.K. DUGGAL) Date : 30.05.2014 Prop. M.No. 083661


Mar 31, 2013

1. We have audited the accompanying financial statements of NOIDA MEDICARE CENTRE LIMITED,which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and a summary of significant accounting policies and other explanatory information.

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 theAccounting Standards referred to in sub-section (3C) of section 211 of the CompaniesAct, 1956 ("theAct"). 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 duetofraud or error.

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 madebymanagement, aswellasevaluating the overall presentationofthe financial statements.

5. Webelieve that the audit evidencewe have obtained issufficient and appropriatetoprovidea basis for our audit 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:

a) in the case ofthe Balance Sheet,ofthe stateofaffairsofthe CompanyasatMarch 31, 2013;

b) in the case ofthe Profit and LossAccount,of the profit/ loss for the year endedonthat date; and

c) in the case ofthe Cash Flow statement for the year ended on that date.

ReportonOther Legal andRegulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227of theAct, wegiveintheAnnexureastatementonthe matters specifiedinparagraphs4and5 ofthe Order.

2. Asrequiredby section 227(3)of theAct, we report that:

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

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

c) the Balance Sheet and Statement ofProfit and Loss dealt withbythis Report are inagreement with the booksofaccount.

d) in our opinion, the Balance Sheet and Statement ofProfit and Loss comply with theAccounting Standards referred toinsubsection (3C) of section 211of the CompaniesAct, 1956;

e) onthe basis of written representations received from the directors ason March 31, 2013, and taken on recordby the BoardofDirectors, none ofthe directors isdisqualifiedasonMarch 31, 2013, from being appointedasadirectorintermsofclause

(g) ofsub-section (1) ofsection 274of the CompaniesAct, 1956.

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

Annexure to Auditors'' Report Re:NOIDAMEDICARECENTRELIMITED

Referred toinparagraph3ofour reportofeven date,

(i) (a) The Companyis maintaining proper records showing particulars including quantitative details and situationoffixed assets.

(b) The Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.Inour opinion, the frequencyofverificationisreasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial partoffixed assets has not been disposed of by the Company during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) Inour opinion, the procedures ofphysical verificationofinventories followed bythe management are reasonable inrelationtothe size of the Company and the natureof its business.

(c) On the basis of our examination of inventory records, in our opinion, the company is maintaining proper records of inventory. No material discrepancy was noticedonphysical verification ofstocks bythe managementascomparedtobook records.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301ofthe CompaniesAct, 1956 accordingtothe information and explanations given tous:

a. The Company has not granted any loan to the parties covered in the register maintained under section 301 ofthe CompaniesAct, 1956. Accordingly, the provisions ofclause 4(a-d)ofthe Companies (Auditors Report) order, 2003 are not applicable tothe company.

b. The Company has taken unsecured loans of Rs 2,36,99,000/- from parties covered in the register maintained under section 301 of the Companies Act, 1956, during the year. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs.1,25,42,689/- and the year-end balanceisRs. 1,16,57,689/-.

c. In our opinion and according to the informations and explanations given to us, the above said loans is unsecured loans and other terms and conditionsonwhich loans has been taken are not prima facie prejudicial tothe interestofthe Company.

d. The rate of interest and other terms and conditions of unsecured loans taken by the Company are prima facie not prejudicial to the interest ofthe Company.

e. In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest.

(iv) In our opinion and according to information and explanations given to us , there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods. 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 major weakness in the aforesaid internal control procedures.

(v) (a) According to the information and explanation give to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301ofthe CompaniesAct, 1956 have beensoentered.

(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 CompaniesAct, 1956 and exceeding the value of rupees five lakhs have been madeatthe prices which are reasonable with regardto the prevailing market pricesat relevant times.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaningofsection 58A, 58AAand other relevant provisionsofthe CompaniesAct, 1956 and relevant rules framed thereunder.

(vii) Inour opinion, the Company hasaninternal audit system commensurate with the size and natureofits business.

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the CompaniesAct, 1956.

(ix) (a) The company is regular subject to adjustment of refunds / demands in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, custom duty, provident fund,Service Tax and other material statutory dues applicable toit.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, Service tax, excise duty and cess were in arrears, as at 31st March 2013 for a period of more than six months from the date they became payable.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year coveredbyour audit andin the immediately preceding financial year.

(xi) Based on our audit, procedures and on the information and explanations given by the management, we are of the opinion that, the company has not defaultedinrepaymentof dues tofinancial institutions or bank during the year. (xii) The Company has not granted loans and advances on the basisof securityby wayofpledgeofshares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable tothe company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisionsofclause 4(xiv)ofthe Companies (Auditor''s Report) Order, 2003 are not applicable tothe Company.

(xv) Inour opinion, and according tothe information and explanations givento us, the Company has not given any guarantee for loans taken by others from BanksorFinancial Institutions during the year.

(xvi) Inour opinion, the term loans have been applied for the purposes for which they were raised.

(xvii) Accordingto the information and explanations given to usand onanoverall examination of the balance sheet ofthe company, wereport thatnofunds raisedonshort term basis have been used for long term investmentby the company.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301oftheAct during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any moneybypublic issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company, which is material in amount and nature has been noticed or reportedbythe management during the courseof our audit. For N.K. DUGGAL & CO.

Chartered Accountants

Regn. No 004809N

(N K DUGGAL) Prop

Place : New Delhi

Date : Membership No. : 083661


Mar 31, 2012

1. We have audited the attached Balance Sheet of NOIDA MEDICARE CENTRE LIMITED, as at 31st March 2012, the related Statement of Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 the 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(s). An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 [as amended by the Companies ( Auditors Report) (Amended ) Order 2004] issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

c. The Company's balance sheet, statement of profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss 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;

e. On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that 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 Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956, 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 2012;

ii. in the case of the Statement of 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 to Auditors’ Report

Re: NOIDA MEDICARE CENTRE LIMITED

Referred to in paragraph 3 of our report of even date,

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

assets.

(b) The Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of

verification is reasonable.

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

(c) On the basis of our examination of inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and is properly dealt with the books of accounts.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 according to the information and explanations given to us :

a. The Company has not granted any loan to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(a-d) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

b. The Company has taken unsecured loans of Rs 1,95,00,000/- from parties covered in the register maintained under section 301 of the Companies Act, 1956, during the year. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs.1,25,52,000/- and the year-end balance is Rs. 25,02,000/-.

c. In our opinion and according to the informations and explanations given to us, the above said loans is unsecured loans and other terms and conditions on which loans has been taken are not prima facie prejudicial to the interest of the Company.

d. The rate of interest and other terms and conditions of unsecured loans taken by the Company are prima facie not prejudicial to the interest of the Company.

e. In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest.

(iv) In our opinion and according to information and explanations given to us , there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods. 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 major weakness in the aforesaid internal control procedures.

(v) (a) According to the information and explanation give 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 exceeding the value of rupees five lakhs have been made at the prices which are reasonable with regard to the prevailing market prices at relevant times.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and relevant rules framed thereunder.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, custom duty, provident fund, Service Tax 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 income tax, wealth tax, sales tax, Service tax, excise duty and cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted with the financial institutions, banks during the year.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were raised.

(xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments by the company.

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

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company, which is material in amount and nature has been noticed or reported by the management during the course of our audit.

For N.K. DUGGAL & CO. Chartered Accountants Regn. No 004809N

Date : August 30, 2012 (N. k DUGGAL)

Place : New Delhi Prop.

Membership No. : 083661


Mar 31, 2011

1. We have audited the attached Balance Sheet of NOIDA MEDICARE CENTRE LIMITED , as at 31 st March 2011, the related Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 the 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(s). An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 [as amended by the Companies ( Auditors Report)( Amended ) Order 2004] issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

c. The Company's balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

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

e. On the basis of written representation received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with

the notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956, 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 31 st March 2011;

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 to Auditors' Report

Re: NOIDA MEDICARE CENTRE LIMITED

Referred to in paragraph 3 of our report of even date,

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

(b) The Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and is properly dealt with the books of accounts.

(iii) In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 according to the information and explanations given to us :

a. The Company has not granted any loan to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(a-d) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

b. The Company has taken unsecured loans from two other parties covered in the register maintained under section 301 of the Companies Act, 1956, during the year. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs.84,00,000/- and the year-end balance is Rs. Nil /.

c. In our opinion and according to the informations and explanations given to us, the above said loans is unsecured loans and other terms and conditions on which loans has been taken are not prima facie prejudicial to the interest of the Company.

d. The rate of interest and other terms and conditions of unsecured loans taken by the Company are prima facie not prejudicial to the interest of the Company.

e. In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest.

(iv) In our opinion and according to information and explanations given to us , there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods. 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 major weakness in the aforesaid internal control procedures.

(v) (a) According to the information and explanation give 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 exceeding the value of rupees five lakhs have been made at the prices which are reasonable with regard to the prevailing market prices at relevant times.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and relevant rules framed thereunder.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, custom duty, provident fund , Service Tax 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 income tax, wealth tax, sales tax, Service tax, excise duty and cess were in arrears, as at 31 st March 2011 for a period of more than six months from the date they became payable.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not defaulted with the financial institutions, banks during the year.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

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

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company, which is material in amount and nature has been noticed or reported by the management during the course of our audit.

For N. K. DUGGAL & CO. Chartered Accountants Regn. No.004809N

N.K DUGGAL Prop.

Membership. No.: 083661

Place : New Delhi Date : 02.09.2011


Mar 31, 2009

1. We have audited the attached balance sheet of NOIDA MEDICARE CENTRE LIMITED, as at 31st March 2009, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

a. We have obtained all the information and explanations, which to the best of bur knowledge and belief were necessary for the purposes 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 those books;

c. The Balance sheet, Profit and loss account and Cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance sheet, Profit and loss account and Cash flow statement dealt with by this report comply with the accounting standards . referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representation received from the directors, as on 313 March 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. tn our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act, 1956, 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 2009;

ii. In the case of the Profit and Loss account, . of the Profit for the year ended on that date; and

iii. In the case of the Cash flow statement, of the cash flows for the year ended on that date.

Annexure to Auditors Report Referred to in paragraph 3 of our report of even date,

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

(b) The Fixed Assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have . been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantia! part of fixed assets has not been disposed off by the company during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and is properly dealt with the books of accounts.

(iii) In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956 according to the information and explanations given to us :

a. The company has not granted any loan to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(a-d) of the Companies (Auditors Report) order, 2003 are not applicable to the company,

t>. The company has taken loans of Rs.3,27,75,000/- from the companies, firms or other parties covered in the .register maintained under section 301 of the Companies Act, 1956, during the year. In respect of the said loan, the maximum amount outstanding at any time during the year was Rs. 4,13,91,539/- and the year-end balance is Rs. 1,07,41,539/-.

c. In our opinion and according to the informations and explanations given to us, the above said loans is unsecured loans and other terms and conditions on which loans has been taken are not prima facie prejudicial to the interest of the company.

d. The rate of interest and other terms and conditions of unsecured loans taken by the company are prima facie not prejudicial to the interest of the company.

e. In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and is also regular in payment of interest.

(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 purchases of inventory, fixed assets and sale of goods.

Further, on the basis of our examination of the books and records, and according to the information and explanations given to us, we have neither come across nor have been informed of any major weakness in the aforesaid internal control procedures.

(v) (a) According to the information and explanation give to us, we are of the opinion that the transactions that heed 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, there are no 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 rupees five lakhs in respect of any party during the year.

(vi) The Company has not accepted any deposits from the public within the meanings of Sections 58A and 5SAA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of subsection (1) of Section 209 of the Companies Act, 1956.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, custom duty, provident fund and other material statutory dues applicable to it. Other Statutory dues i.e. ESI is not applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, excise duty and cess were in arrears, as at 31st March 2009 for a period of more than six months from the date they became payable.

(x) The company has not incurred cash losses during the year covered by our audit and the immediately preceding Accounting year.

(xi) The company has no default with the Fls during the year.

(xii) The company has not granted loans and advanceson the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4{xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In bur opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

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

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company, which is material in amount and nature has been noticed or reported by the management during the course of our audit.

For N. K. DUGGAL & CO. Chartered Accountants Date : September 2, 2009 Place: New Delhi

N.K. DUGGAL F.C.A.

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