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Auditor Report of Syncom Healthcare Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of SYNCOM HEALTHCARE LIMITED, which comprise the Balance Sheet as at 31st March 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management 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 is in accordance with the accounting principles generally accepted in India including, Accounting Standards specified in 133 of the Act read with Rule 7 of the Companies (Account) Rules 2014. This responsibility 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 deducting the fraud and other irregularities; selection and application of appropriate accounting policies; making judgement and estimates that are reasonable and prudent: and design, implementation and maintenance of internal 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.

Auditor's 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 matter which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements hereto 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 and subject to the note :

(a) In the case of the Balance Sheet, of the statement of affairs of the Company as at 31st March 2015;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub- section (11) of section 142 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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 account as required by law have been kept by the Company so far as appears from our examination of those books

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

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards specified in 133 of the Act read with Rule 7 of the Companies (Account) Rules 2014.

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

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

a. The company has disclosed the impact of the pending disputes/litigations in its financial statements - Refer Note No. 26 to the financial Statements.

b. The company was not required to make provision for any material foreseeable losses on long term contracts or including derivative contracts.

c. There was no requirement of transferring amounts to the Investors Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORTS

(Referred point (1) of our report on Other Legal and Regulatory Requirements of even date) With reference to the Annexure referred in our report of even date to the members of Syncom Healthcare Limited for the year ending 31st March 2015, we report that in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. Controls regarding electronic form of records for fixed asset register are sufficient for the company to secure it from unauthorized access.

(b) As explained to us physical verification of a major portion of fixed assets as at 31 March, 2015 was conducted by the management during the year. In our opinion the frequency of physical verification is reasonable having regard to the size of the Company and nature of its Assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company has not undertaken disposal of a substantial part of fixed assets of the Company during the year.

2. (a) As explained to us, the inventories were physically verified during the year by management at periodic intervals. In our opinion frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory. The discrepancies noticed between physical stock and book stock during periodic physical verification of stock by the management, were given effect in the Books of accounts.

3. The company has not granted loans to any Firm or Companies covered in the register maintained under Section 189 of the Companies Act 2013.

4. In our opinion and according to explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit we have not observed any major weaknesses in internal controls.

5. During the year, the company has not accepted any deposits from public, because of which there is no need to comply with the provisions of section 73 to 76 or any other relevant provision and rules made there under of companies act 2013 and also the directives issued by the Reserve Bank of India. No Order on this matter has been passed by Company law board or National Company law tribunal or reserve bank of India or any other tribunal which has to be compiled by the company.

6. The maintenance of cost records has been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the company has also appointed Cost Auditor for financial year 2014-15. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carryout nor have carried out any detailed examination of such Accounts and records.

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

(1) the company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it, except as liabilities detailed in note -27 of the Notes to Accounts, which were outstanding for more than six months as on year end.

(2) According to information and explanations given to us and records of company examined by us, there are no dues of sales tax, wealth tax and excise duty which are outstanding as at 31st March 2015, which have not been deposited on account of any dispute. The particulars of various statutory dues as at 31st March 2015, which have not been accounted for and not deposited on account of disputed Liability are as follows.

S. No. Statute Nature of Amount of Dues Tax Demand

1. Income Tax Act 1961 Income Tax Demand Rs. 8,45,268/- A.Y. 2005-06

2. Income Tax Act 1961 Income Tax Rs. 1,24,250/- A.Y. 2011-12

3 Sales Tax Act Sales Tax Demand Rs. 12,08,922/- for A.Y. 2012-13

4. Sales Tax MVAT Rs. 17,78,293/- Demand for A.Y. 2011-12

S. No. Statute Amount Paid Unipaid against Demand Amount

1. Income Tax Act 1961 Rs- 4,36,600/- is deposited against this Rs. 4,08,668/ in previous years.

2. Income Tax Act 1961 Nil Rs. 1,24,250/-

3 Sales Tax Act Nil Rs. 12,08,922/-

4. Sales Tax Nil Rs.17,78,293/-



S. No. Statute Forum in which it is Pending

1. Income Tax Act 1961 CIT (Appeals) CIT (Appeals)

2. Income Tax Act 1961 CIT (Appeals)

3 Sales Tax Act DY Comm. CT, Indore

4. Sales Tax Dy Comm. Appeals, Mumbai

(3) According to information and explanations given to us and records of company examined by us, the company was not required to transfer any amount to investor education and protection fund in accordance with the relevant provisions of the companies act 1956 (1 of 1956) and rules made thereunder.

8. Based on final accounts for the year under report, the company does not have any accumulated losses.

9. In our opinion and according to information and explanation given to us the company has not defaulted in repayment of dues to any financial institution or bank. The company did not issue any debentures during the year and nor had outstanding debentures from previous year.

10. The company has not given any guarantee for loans taken by others from bank or financial institutions.

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

12. To the best of our knowledge and belief and as per the information given to us, no fraud on or by the company has been noticed or reported during the year.

For Sanjay Mehta & Associates Chartered Accountants Firm Regn. 011524C

Manish Mittal Place : Indore Partner Date : 30/05/2015 M .No. 079452






Mar 31, 2014

We have audited the accompanying financial statements of SYNCOM HEALTHCARE LIMITED, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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 is in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India.. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements hereto 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 statement of affairs of the Company as at 31st March 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 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:

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 account as required by law have been kept by the Company so far as appears from our examination of those books

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

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. subject to the Note 1(B) (i)(l) of notes to the accounts.

v. On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (l) of section 274 of the Companies Act, 1956.

vi. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 44lA 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 THE AUDITOR'S REPORTS

(Referred point (1) of our report on Other Legal and Regulatory Requirements of even date)

With reference to the Annexure referred in our report of even date to the members of Syncom Healthcare Limited for the year ending 31st March 2014, we report that in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

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

Controls regarding electronic form of records for fixed asset register are sufficient for the company to secure it from unauthorized access.

(b) As explained to us physical verification of a major portion of fixed assets as at 31 March, 2014 was conducted by the management during the year. In our opinion the frequency of physical verification is reasonable having regard to the size of the Company and nature of its Assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company has not undertaken disposal of a substantial part of fixed assets of the Company during the year.

(ii) (a) As explained to us, the inventories were physically verified during the year by management at periodic intervals. In our opinion frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory. The effect of discrepancies noticed between physical stock and book stock during periodic physical verification of stock by the management has been given in Books of accounts as on 31/03/2014.

(iii) The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(iv) In our opinion and according to explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit we have not observed any major weaknesses in internal controls.

(v) Based on the audit procedures applied by us and according to information and explanations given to us, there were no transactions / contract or arrangement which have been entered into with parties who are covered under section 301 of the Companies Act, 1956 during the year.

(vi) During the year, the company has not accepted any deposits from public, which fall within the purview of section 58A or 58AA of the Companies Act 1956 and the rules framed there under. There have been no proceedings before Company Law Board in this matter nor has any order been passed.

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

(viii) The maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and has appointed Cost Auditor for financial year 2013-14. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carryout nor have carried out any detailed examination of such Accounts and records.

(ix) According to information and explanations given to us in respect of statutory dues:

(1) the company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it, except the liabilities detailed in note -27 of the Notes to Accounts, which were neither provided nor paid and are overdue for more than six months.

(2) According to information and explanations given to us and records of company examined by us, there are no dues of sales tax, wealth tax and excise duty as at 31st March 2014, which have not been deposited on account of any dispute. The particulars of various statutory dues as at 31st March 2014, which have not been deposited on account of a dispute and appeal has been filed are as follows:

S. Statute Nature of Amount of No. Dues Tax Demand

1. Income Tax Act 1961 Income Tax Demand Rs. 845268 A.Y. 2005-06

2. Income Tax Act 1961 Income Tax Rs. 11631020/- Demand A.Y. 2011-12

S. Amount Paid Unipaid Forum in which No. against Demand Amount it is Pending

1. Rs. 408668 is Rs. 408668 CIT (Appeals) deposited against this in previous years.

2. Nil Rs.11631020/- CIT (Appeals)

(x) In our opinion, the company does not have accumulated losses. However it has incurred cash losses in the financial year covered by our audit but not in the immediately preceding financial year.

(xi) In our opinion and according to information and explanation given to us the company has not defaulted in repayment of dues to any financial institution or bank. The company did not issue any debentures during the year and nor had outstanding debentures from previous year.

(xii) As per the management, 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 funds, Nidhis, or Mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the accounts under report.

(xiv) The company is not dealing in or trading in shares, securities, debentures, or other investments. The only investments in shares which are outstanding as on 31st March 2014 are as investment of surplus funds of the company. The outstanding shares held and owned by the company as on 31st March 2014 are held in the own name of company.

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose 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 the no funds raised on short-term basis have been used for long-term investment.

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

(xix) No debentures have been issued during the year.

(xx) The management has disclosed the end use of the money raised by public issues in its annual accounts and the same had been verified by us.

(xxi) To the best of our knowledge and belief and as per the information given to us, no fraud on or by the company has been noticed or reported during the year.

For Sanjay Mehta & Associates Chartered Accountants Firm Regn. 011524C

Manish Mittal Place : Indore Partner Date : 30/05/2014 M .No. 079452


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SYNCOM HEALTHCARE LIMITED, which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility forthe 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 is in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements hereto 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 statement of affairs of the Company as at 31st March 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (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:

i We have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of ouraudit

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

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

iv In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 subject to the Note 1 (B) (i) (1) of notes to the accounts.

v On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi 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 THE AUDITOR''S REPORTS

(Referred point (1) of our report on Other Legal and Regulatory Requirements of even date)

With reference to the Annexure referred in our report of even date to the members of Syncom Healthcare Limited for the year ending 31st March 2013, we report that in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. Controls regarding electronic form of records for fixed asset register are sufficient for the company to secure it from unauthorized access.

(b) As explained to us physical verification of a major portion of fixed assets as at 31 March, 2013 was conducted by the management during the year. In our opinion the frequency of physical verification is reasonable having regard to the size of the Company and nature of its Assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company has not undertaken disposal of a substantial part of fixed assets of the Company during the year.

(ii) (a) As explained to us, the inventories were physically verified during the year by management at periodic intervals. In our opinion frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory. The discrepancies noticed between physical stock and book stock during periodic physical verification of stock by the management were not material having regard to the size of operations of the company. Consequently no effect of discrepancies has been given in Books of accounts.

(iii) The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(iv) In our opinion and according to explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit we have not observed any major weaknesses in internal controls.

(v) Based on the audit procedures applied by us and according to information and explanations given to us, there were no transactions /contract or arrangement which have been entered into with parties who are covered under section 301 of the Companies Act, 1956 during the year.

(vi) During the year, the company has not accepted any deposits from public, which fall within the purview of section 58A or 58AA of the Companies Act 1956 and the rules framed there under. There have been no proceedings before Company Law Board in this matter nor has any order been passed.

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

(viii) The maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 and has appointed Cost Auditor for financial year 2012-13. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. However, we are neither required to carryout nor have carried out any detailed examination of such Accounts and records.

(ix) According to information and explanations given to us in respect of statutory dues:

(1) the company is regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it, except as stated as under

(a) The company has made certain labour payments for its Dehradoon plant through unregistered labour contractors and the liability of provident fund on the same has not been determined and thus remains unpaid. The liability as and when determined shall include unpaid liability for the year under report and also for previous years.

(b) There is a deficit in the professional tax on employees paid by the company to the extent of Rs. 17138. No Provision for payment of the shortfall has been made in the books of account.

(d) The company has not paid any interest on late deduction of TDS Which is estimated for an amount of Rs.8238 and which has not been provided for in books of account as on the reporting date.

(2) According to information and explanations given to us and records of company examined by us, there are no dues of sales tax, wealth tax and excise duty which are outstanding as at 31st March 2013, which have not been deposited on account of any dispute. The particulars of various statutory dues as at 31st March 2013, which have not been deposited on account of a dispute are as follows.

(x) In our opinion, the company has no accumulated losses and has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanation given to us the company has not defaulted in repayment of dues to any financial institution or bank. The company did not issue any debentures during the year and nor had outstanding debentures from previous year.

(xii) As per the management, 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 funds, Nidhis, or Mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the accounts under report.

(xiv) The company is not dealing in or trading in shares, securities, debentures, or other investments. The only investments in shares which are outstanding as on 31st March 2013 are as investment of surplus funds of the company. The outstanding shares held and owned by the company as on 31st March 2013 are held in the own name of company.

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose 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 the no funds raised on short-term basis have been used for long- term investment.

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

(xix) No debentures have been issued during the year.

(xx) The management has disclosed the end use of the money raised by public issues in its annual accounts and the same had been verified by us.

(xxi) To the best of our knowledge and belief and as per the information given to us, no fraud on or by the company has been noticed or reported during the year.

For Sanjay Mehta & Associates

Chartered Accountants

Firm Regn. 011524C Manish Mittal

Partner

M .No. 079452

Indore, 30/05/2013


Mar 31, 2012

We have audited the attached Balance Sheet of M/S SYNCOM HEALTHCARE LIMITED as at 31st March, 2012 and also the Profit and Loss Account 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 (Auditor's Report) Order, 2003 issued by the Central Government 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.

Further and subject 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 purposes of our audit;

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

Hi. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 subject to the Note (A) (i) (1) and (2) of the Notes to the Account;

On the basis of written representations 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 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;

In our opinion and to the best of our information and according to the explanations given to us, the accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the 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; and

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

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

ANNEXURE TO THE AUDITOR'S REPORTS (Referred to in Paragraph

(3) of our report of even date)

With reference to the Annexure referred to in paragraph 3 of our report of even date to the members of M/s Syncom Healthcare Limited for the year ending 31st March 2012, we report that in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

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

(b) As explained to us physical verification of a major portion of fixed assets as at 31 March, 2012 was conducted by the management during the year. In our opinion the frequency of physical verification is reasonable having regard to the size of the Company and nature of its Assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The Company has not undertaken disposal of a substantial part of fixed Assets of the Company during the year.

(ii) (a) As explained to us, the inventories were physically verified during the year by the management at periodic intervals.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory. The discrepancies noticed between physical stock and book stock during periodic physical verification of stock by the management were not material having regard to the size of operations of the company and have been properly dealt with in Books of accounts.

(iii) (a) The Company has granted loan to a company registered and based in Dubai which is wholly owned subsidiary of the company during the year of which Rs. 1023520831 was outstanding as on 31/03/12. No interest has been charged on the above, however since the company is a 100% subsidiary of the company the same are not considered as prejudicial to the interest of the company.

(b) The company has not taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(iv) In our opinion and according to explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit we have not observed any major weakness in internal control.

(v ) Based on the audit procedures applied by us and according to information and explanations given to us, there were no transactions /contract or arrangement which have been entered into with parties who are covered under section 301 of the Companies Act, 1956 during the year.

(vi) During the year, the company has not accepted any deposits from public, which fall within the purview of section 58Aor 58AAof the Companies Act 1956 and the rules framed there under. Also there have been no proceedings before Company Law Board in this matter nor has any order been passed.

(vii) In our opinion the company has a formal Internal Audit system commensurate with its size and the nature of its business.

(viii) The maintenance of cost records has been prescribed by the Central Government under clause

(d) of sub-section (1) of section 209 of the Companies Act, 1956. The Company has appointed Cost Auditor and no report has been received from the agency till the date of this report.

(ix) According to information and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it, except as stated as under:

(a) The company has made certain labour payments for its Dehradoon plant through unregistered labour contractors and the liability of provident fund on the same has not been determined and thus remains unpaid. The liability as and when determined shall have unpaid liability for the year under report and also for previous years.

(b) According to information and explanations given to us, no undisputed amounts payable except stated as above in respect of the statutory dues were outstanding as at 31st March 2012 for a period of more than 6 months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of income tax, sales tax, wealth tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute.

(d) The company has short deducted and paid Professional Tax from the salary of employees to the extent of Rs. 27396.

(x) The company has no accumulated losses and has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanation given to us the company has not defaulted in repayment of dues to any financial institution or bank. The company did not issue any debentures during the year and nor had outstanding debentures from previous year.

(xii) As per the management, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Provisions of any special statute applicable to Chit funds, Nidhis or Mutual benefit funds/Societies are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures, or other investments. The only investments in shares which are outstanding as on 31/3/2012 are as investment of surplus funds of the company. The outstanding shares held and owned by the company as on 31/3/2012 are held in the own name of company.

(xv) The company has not given any guarantee for loans taken by others from bankor financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose 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 the no funds raised on short-term basis have been used for long- term investment.

(xviii) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of theAct.

(xix) No debentures have been issued during the year.

(xx) The management has disclosed the end use of the money raised by public issues in its annual accounts and the same had been verified by us.

(xxi) To the best of our knowledge and belief and as per the information given to us, no fraud on or by the company has been noticed or reported during the year.

For Sanjay Mehta & Associates

Chartered Accountants

Firm Regn. No. 011524C

Manish Mittal

(Partner)

M .No. 079452

Indore, 30/05/2012


Mar 31, 2009

We have audited the attached Balance Sheet of M/S SYNCOM HEALTHCARE LIMITED as at 31st March, 2009 and also the Profit and Loss Account 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 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.

Further and subject 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 purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

iii. The Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report are in agreement with the books of account (and with the audited returns from the branches);

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to the Note (A) (i) (1) and (2) of the Notes to the Account;

On the basis of written representations received from the directors, as on 31st 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;ln our opinion and to the best of our information and according to the explanations given to us, the accounts read with notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the company as at 31 st March, 2009; and

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

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

ANNEXURE TO THE AUDITORS REPORTS

(Referred to in Paragraph (3) of our report of even date)

With reference to the Annexure referred to in paragraph 3 of our report of even date to the members of M/s Syncom Healthcare Limited for the year ending 31st March 2009, we report that in our opinion and to the best of our information and explanations furnished to us and the books and records examined by us in the normal course of Audit:

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

(b) As explained to us physical verification of a major portion of fixed assets as at 31 March, 2009 was conducted by the management during the year. In our opinion the frequency of physical verification is reasonable having regard to the size of the Company and nature of its Assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) No disposal of a substantial part of Fixed Assets of the Company has taken place during the year.

(ii) (a) As explained to us, the inventories were physically verified during the year by the management. In the case of materials lying with third parties, certificates confirming stocks have been received in respect of a substantial portion of the stocks held.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventory. We have not physically verified the stock. The discrepancies noticed on between physical stock and book stock during periodic physical verification of stock by the management were not material having regard to the size of operations of the company and have been properly dealt with in Books of accounts.

(iii) The Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956. As the Company has neither granted nor taken any loans, secured or unsecured, to or from parties listed in the register maintained under Section 301 of the Companies Act, 1956, paragraphs 4 (iii) (b), (c), (d), (f) and (g) of CARO are not applicable.

(iv) In our opinion and according to explanation given to us there is adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit we have not observed any major weaknesses in internal control.

(v) Based on the audit procedures applied by us and according to information and explanations given to us, there were no transactions /contract or arrangement have been entered into with parties who are covered under section 301 of the Companies Act, 1956 during the year.

(vi) During the year, the company has not accepted any deposits from public, which fall within the purview of section 58Aor58AAof the Companies Act, 1956 and the rules framed there under. Also there have been no proceedings before Company Law Board in this matter nor has any order been passed.

(vii) In our opinion the company has a formal internal Audit system commensurate with its size and the nature of its business.

(viii) The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(ix) According to information and explanations given to us, the company is regular in depositing undisputed statutory dues and there were no undisputed statutory dues payable in respect of Income Tax, sales Tax, Wealth Tax, Provident fund, Service tax, Employees State Insurance Act, Excise Duty. The companys business is of such a nature that it has never till date entailed or accrued any liability under Custom Duty, Cess Further, according to information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2009 for a period of more than 6 months from the date they became payable.

(x) The company has no accumulated losses and has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanation given to us the company has not defaulted in repayment of dues to any financial institution or bank. The company did not issue any debentures during the year and nor had outstanding debentures from previous 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) The Provisions of any special statute applicable to Chit funds, Nidhis or Mutual benefit funds/Societies are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures, or other investments. The only investments in shares which are outstanding as on 31/3/2009 are as investment of surplus funds of the company. The outstanding shares held and owned by the company as on 31/3/2009 are held in the own name of company.

(xv) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans raised during the year were applied for the purpose for which they were raised.

(xvii) According to the cash flow statement and records examined by us and on the basis of information and explanations given to us, on an overall basis, funds raised on short-term basis have, prima- facie, not been used for long-term investments and vice versa.

(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.

(xix) No debentures have been issued during the year.

(xx) Since the company has not raised any money from Public issue, this clause is not applicable.

(xxi) To the best of our knowledge and belief and as per the information given to us, no fraud on or by the company has been noticed or reported during the year.

For M/s Sanjay Mehta & Associates Chartered Accountants

Manish Mittal Partner

Place: Indore Dated: 8th June 2009

 
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