| We have audited the accompanying standalone financial statements of
Span Diagnostics Limited, which comprise the Balance Sheet as at March
31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 with respect to the
preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls and ensuring their operating
effectiveness and the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone
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 standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
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 standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the standalone financial statements. The
procedures selected depend on the auditors' judgment, including the
assessment of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Company's preparation of the standalone financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the Company's
Directors, as well as evaluating the overall presentation of the
standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31,2015, its profit and its cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors' Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in theAnnexure, 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:
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;
b. In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
c. The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in aareement with the
books of account:
d. In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act
read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2015 from being
appointed as a director in terms of Section 164 (2) of the Act;
f. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements - Refer Note
30 on Contingent Liabilities to the standalone financial statements;
(ii) The Company did not have any long-term contracts including
derivative contracts hence, the question of any material foreseeable
losses does not arise;
(iii) There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by the Company.
ANNEXURE TO INDEPENDENT AUDITOR'S REPORT [Referred to in paragraph 1
under 'Report on Other Legal and Regulatory Requirements' in the
Independent Auditor's Report of even date to the members of Span
Diagnostics Limited on the standalone financial statements for the year
ended March 31,2015]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) During the year, the fixed assets of the Company have been
physically verified by the management and as informed, no material
discrepancies were noticed on such verification. In our opinion, the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets. '
(ii) (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable. However, the Company does not have any inventory as on
March 31,2015.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. As informed
no material discrepancies were noticed on physical verification carried
out during the year.
(iii) The Company has granted unsecured loans to companies covered in
the register maintained under Section 189 of the Act.
(a) The repayment of principal amounts is based on the revised
repayment schedule. However, the company has not received any interest
during the year.
(b) In respect of the aforesaid loans, there is no overdue amount of
loans granted to companies, firms or other parties listed in the
register maintained under Section 189 of the Act.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in internal
control system of the Company.
(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by
Reserve Bank of India and the provisions of Sections 73 to 76 of the
Act and the rules framed there under with regard to the acceptance of
deposits. Further, as informed, no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or
any Court or any other Tribunal on the Company in respect of the
aforesaid deposits. .
(vi) We have broadly reviewed the books of account maintained by the
Company in respect of products where the maintenance of cost records
has been specified by the Central Government under sub-section (1) of
Section 148 of the Act and the rules framed there underand we are of
the opinion that prima facie, the prescribed accounts and records have
been made and maintained.
(vii) (a) The Company is generally regular in depositing with
appropriate authorities, undisputed statutory dues including provident
fund, employees' state insurance, income tax, sales tax, wealth tax,
service tax, value added tax, customs duty, excise duty, cess and any
other material statutory dues applicable to it.
(b) According to the information and explanation given to us, the dues
with respect to income tax, sales tax, wealth tax, service tax, value
added tax, customs duty, excise duty, cess and any other material
statutory dues applicable to it, which have not been deposited on
account of any dispute, are as follows:
Sr.
No. Name of the statute Nature of Amount in
dues Rs.
1. The Bombay Sales Tax
Act, 1959 Sales Tax 4,89,142
2. The Bombay Sales Tax
Act, 1959 Sales Tax 1,11,245
3. The Bombay Sales Tax
Act, 1959 Sales Tax 2,37,451
4. The income tax Act, 1961 Income tax 2,16,07,889
Name of the statute Period to which Forum where
the amount dispute is
relates pending
The Bombay Sales Tax Act, 1959 1998-99 Tribunal
The Bombay Sales Tax Act, 1959 1997-98 Commissioner
Appeals
The Bombay Sales Tax Act, 1959 1996-97 Tribunal
The income tax Act, 1961 A.Y.2003-04 ITAT
(c) According to the information and explanations given to us, there
were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
(viii) The Company does not have accumulated losses at the end of the
financial year nor has incurred cash losses in the current and
immediately preceding financial year.
(ix) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to financial
institution(s), bank(s) or debenture holder(s).
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks orfinancial institutions.
(xi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which the loans were
obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such instance by the management.
For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration NO.103523W
Prashant Maharishi
Partner
Membership No. 41452
Place: Mumbai
Date : May 30, 2015
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