Biopac India Corporation Limited
We have audited the accompanying financial statements of Biopac India CorporationLimited ("the Company") which comprise of the Balance Sheet as at March 312017 and the Statement of Profitand Loss and Cash Flow Statement of the Company for theyear endedonthatdateand significantaccounting summaryof policies and otherexplanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internalfinancialcontrol relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.
In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India: (i) in case of the Balance Sheet of the state ofaffairs of the Company as at 31st March 2017;
(ii) in case of Statement of Profit and Loss of the profit of the Company for the yearended on that date (iii) in case of cash flow statement of cash flow of the Company forthe year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the order.
2. As required by Section143 (3) of the Act we report that:
(a) we have sought and obtained all the information and explanation which to the bestof 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 theCompany so far as appears from our examination of those books;
(c) the Balance Sheet and Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;
(d) in our opinion the aforesaid financialstatements comply with the AccountingStandards 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 the dateof balance sheet and taken on record by the board of directors we report that none ofthe directors is disqualified as on the said date from being appointed as a director interms of Section 164 (2) of the Act.
(f) controls over financial reporting of the Companywithrespecttotheadequacyoftheinternalfinancial and the operating effectiveness of suchcontrols refer to our separate report in "Annexure B"; and (g) With respect tothe other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us:
i. the Company does not have any pending litigations which would impact its financialposition;
ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and these are in accordance with the books of accountmaintained by the Company.
ANNEXURE "A" REFERRED TO IN REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSOF OUR REPORT OF EVEN DATE IN CASE OF BIOPAC INDIA CORPORATION LIMITED
(i) (a) The Company is maintaining proper records showing full particulars ofincluding quantitative details and situation of fixed assets.
(b) The management at reasonable intervals has verified the fixed assets. no materialdiscrepancies on such verification have been noticed c) As per records presented beforeus all the title deeds of immovable properties are held in the name of the Company.
(ii) As per the records maintained physical verification of inventory has beenconducted at reasonable intervals by the management and material discrepancies noticedhave been properly dealt with in the books of account; (iii) The Company has not grantedany loans secured or unsecured to companies firms or other parties covered in theregister maintained under section 189 of the Companies Act 2013.
(a) Since no loans are granted the sub-clause dealing with terms and conditions beingprejudicial to the companies Interest in not applicable (b) Since no loans are grantedthe sub-clause dealing with receipt of the principal amount and interest on regular basisis not applicable.
(c) Since no loans are granted the sub-clause dealing with overdue amount more thanninety days and reasonable steps taken by the Company for recovery of the principal andinterest is not applicable.
(iv) As per records maintained and explanation given to us the Company has not grantedLoans to directors and other parties listed under section 185 of the Companies Act 2013 orfor that matter given loans and made investments or given guarantees and securities inexcess of limits prescribed by section 186 of the Companies Act 2013.
(v) The Company has not accepted any deposits from public within the meaning of theprovisions of section 73 or any other provisions of the Companies Act 2013 and the rulesmade there under. We have been informed by the management that there has been no orderpassed by the Company law Board or National Company Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal on the Company with respect to compliance of theprovisions of section 73 or any other provisions of the Companies Act 2013.
(vi) We have been informed by the management that the Central Government has notprescribed the method of maintenance of cost records u/s. 148 (1) of the Companies Act2013 in relation to the the Company. (vii) (a) We have been informed by the managementthat the Company is generally regular in depositing all undisputed statutory dues withthe appropriate authorities and there have been no material arrears of outstanding dues asat the last day of this financial year for more than six months from the date they becamepayable .
(b)In our opinion and according to the information and explanation given to us thereare no dues of Income tax Sales tax Wealth Tax and Service tax Custom Duty ExciseDuty or Cess or Value Added Tax as applicable to it which have not been deposited onaccount of any dispute.
(viii) As informed to us by the management the Company has not defaulted in repaymentof any dues to financial institution or banks; whereas there are no debenture holders
(ix) We have been informed by the management that no money was raised by way of InitialPublic offer or Further Public offer( including Debt instrument) and in case of termLoans the amount was applied for the purpose for which they are taken.
(x) As informed by the management there has not been noticed or reported any fraud onor by the Company or its officers or employees during the year.
(xi) In our view Managerial remuneration has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Companies Act.
(xii) Since the Company is not a Nidhi Company the provisions of this clause are notapplicable to the Company
(xiii) In our view and as per the explanation given to us by the managementtransactions with the related parties are in compliance with section 177 and 188 of theCompanies Act 2013 wherever applicable and details have been disclosed in the Financialstatements as required by the applicable accounting standard.
(xiv) We have been informed by the management that Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. ixv) As per the explanation given to us by themanagement and as per records maintained the Company has not entered into any non-cashtransactions with directors or any persons connected with him as prescribed by section 192of the Companies Act 2013.
(xvi) In our view the Company has not carried out any activities in nature ofactivities carried out by non banking financial companies and thus is not required to getregistered under section 45-IA of the Reserve Bank of India Act 1934.
ANNEXURE "B:" REFERRED TO IN REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS OF OUR REPORT OF EVEN DATE IN CASE OF BIOPAC INDIA CORPORATION LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") We have audited the internalfinancial controls over financial reporting of Biopac India Corporation Limited ("theCompany") as of 31 March 2017 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancialcontrols based on the internal control over financialreporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable applicable to antoan auditofinternalfinancial of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancialcontrols over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflectthe transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internalfinancialcontrols over financial reporting to future periods are subject to the risk thatthe internal financialcontrol over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controls at31 March 2017 based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.
| ||FOR SHAH SHAH & SHAH |
| ||CHARTERED ACCOUNTANTS |
| ||(Mehul Shah) |
| ||PARTNER |
|Place: Mumbai ||M. No. 049361 |
|Date : May 12 2017 ||FRN: 116457W |