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Core Healthcare Ltd.

BSE: 500091 Sector: Health care
NSE: COREPARENT ISIN Code: INE494A01017
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Core Healthcare Ltd. (COREPARENT) - Auditors Report

Company auditors report

CORE HEALTHCARE LIMITED ANNUAL REPORT 2006-2007 AUDITORS' REPORT TO The Members of CARE HEALTHCARE LIMITED A. We have audited the attached Balance Sheet of M/S. CORE HEALTHCARE LIMITED, as at 31st March, 2007, Profit & Loss Account and the Cash Flow statement of the company 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. B. We have 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 presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. C. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 of the said order. D. Further to our comments in the Annexure referred to in paragraph C above, we report that: 1. 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. 2. In our opinion, subject to Note No.8 regarding non provision of interest and Note No: 7 regarding non provision of sales tax liability, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books. 3. The Balance sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account. 4. Except for non compliance of Accounting Standard 28 for Impairment of Assets (refer note no. 6 ), and Accounting Standard 29 for Provisions, Contingent Liabilities and Contingent Assets (refer note no. 7 & 8), In out opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 5. The company has defaulted in repayment of fixed deposits and interest thereon as well as has defaulted in redemption of partly convertible & non convertible debentures. Except as above and based on the representations made by Directors of the company and the Information and explanations as made available, directors, other than Nominee Directors, of the company do not prima facie have any disqualification as referred to In clause (g) of sub section (1) of section 274 of the Companies Act,1958. 6. Attention is invited to the following notes in Schedule-21: (i) Note no. 3 regarding accounts of the company prepared on going concern basis. (ii) Note No. 6 regarding non provision of loss on Impairment of assets. (iii) Note No. 7 regarding non provision of Sales tax liability amounting to Rs. 556.91 lacs. (iv) Note No. 8 regarding non provision of interest of Rs. 2401.60 lacs up to 31st March, 2007 Including Rs.1200.80 lacs for year under report. (v) Note No. 21 regarding non provision for doubtful loan and advances amounting to Rs. 54.01 lacs. (vi) Liability of sales tax pertaining to Rajpur unit (Pharma plant) aggregating to Rs. 480.84 lacs has been transferred pursuant to demerger under Composite Scheme of Compromise and Arrangement and therefore this liability Is not outstanding in the books of accounts of the company as at 31st march, 2007. We further report that without considering items (i) and (ii), the effects of which could not be determined, the observations made by us In items (iii),(iv) & , (v) being considered , the loss for the year would have been Rs. 3996.23 lass (as against the reported figure of Rs. 983.71 lacs), the accumulated losses would have been Rs. 20746.43 lacs (as against the reported figure of Rs. 17733.91 lacs), net current liabilities would have been Rs. 3542.79 lacs (as against the reported figure of net current liabilities of Rs. 530.27 lacs). Subject to above, In our opinion and to the best of our Information and according to the explanations given to us, the said accounts read with the significant accounting policies and other 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2007; (b) In the case of Profit & Loss Account, 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. For Padamchand Chand Jain & Associates, Chartered Accountants Place: AHMEDABAD Partner Date : 31-08-2007 Padamchand Jain Membership No: 34966 ANNEXURE TO THE AUDITORS' REPORT (Re: CORE HEALTHCARE LIMITED) (Referred to In paragraph C of our report of even date) 1. (a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) According to the information given to us, fixed assets have not been physically verified during the year by the management. (c) On account of demerger of Sachana undertaking as mentioned in note-1 of Schedule-21, substantial part of fixed assets has been disposed off by way of transfer to Nirma Ltd. Attention is also invited to note-3 of schedule- 21 regarding assumption of going concern. 2. The company has no inventories and therefore clause 4(ii) of CARO, 2003 is not applicable. 3. (a) The company has granted unsecured interest free loan to a subsidiary company covered by section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance was Rs. 4976.11 lacs and Rs. 52.01 lacs respectively. . (b) In our opinion and according to the information and explanations given to us, the loan given to a subsidiary company being unsecured and interest free and in absence of any terms and conditions upon which this loan has been granted, we are not able to express our opinion as to whether these are prima facie prejudicial to the interest of the company. (c) No repayment schedule of principal amount of loan has been fixed for loans granted by the company. (d) No recovery steps are taken by the company in respect of loans granted by the company. (e) The company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. 4. In our opinion and according to the information and explanations given to us, there are internal control procedures which are required to be strengthened to make them commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. In our opinion, there is no continuing failure to correct major weakness in internal control. 5. To the best our knowledge and belief, and according to the information and explanations given to us, we are of the opinion that there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act,1956. 6. During the year, the company has not accepted deposits from the public. In respect of deposits accepted from public in earlier years the company has defaulted in repayment of entire deposits and interest thereon. In our opinion and according to the information and explanations given to us, subject to above, the company has complied with the provisions of Section 5B-A and section 58AA (no deposit has been accepted by the company after insertion of section 58AA) or any other relevant provisions of the Companies Act, 1956 and rules framed there under except that the company has not maintained liquid assets as required under the said rules, the outstanding amount of deposits exceeds limits prescribed and the company has not filed the return of deposits. We are informed that Company Law Board or National Company Law Tribunal or Reserve Bank Of India or any court or any other Tribunal has not passed any order. 7. The company does not have a formal internal audit system. 8. In absence of any manufacturing activity during the year under report, in our opinion, clause 4(viii) of CARO, 2003 is not applicable. 9. (a) According to the books of accounts examined by us and also based on representations received from the management, the company has not been regular in depositing undisputed statutory dues including Provident Fund, Investor Education arid Protection Fund, Employees' State Insurance, Income tax and Sales tax, excise duty and the company is generally regular in depositing undisputed statutory dues by way of wealth tax, custom duty, cess and other material applicable statutory dues. Undisputed amounts payable in arrears in respect of statutory dues as at 31/03/2007 for a period of six months from the date they become payable are as under: Particulars of Amount in arrears as at 31-03 Statutory Dues 2007 for a period of six months (Rupees in lacs) Sales tax (including interest) 556.91 lacs Investor Education and Protection Fund (matured and unclaimed fixed deposits and interest thereon) 13.35 lacs (b) According to the information and explanations given to us, there are no dues of sales tax, wealth tax, excise duty, service tax and cess which have not been deposited on account of dispute. 10. The company's accumulated losses at the end of the financial year are more than fifty percent of its net worth and the company has incurred cash losses in such financial year and in the immediately preceding financial year also. 11. The company has defaulted in repayment of dues to financial institutions, banks and debenture holders. According to the information and explanations given to us and also based on representations received from the management, the period (considering varying period of default in expect of varying amounts of loans from various lenders, average period has been reported) and amount of default are as per Schedule- 1 attached. 12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the company. 14. In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and debentures; therefore, the provisions of clause 4 (xiv) of the Order are applicable to the company. 15. In our opinion and according to the information and explanations given to us, there is no any guarantee given by the company outstanding as on 31- 03-2007 for loan taken by others from bank or financial institutions. 16. The company has not obtained any term loan during the year, Accordingly, the provisions of clause (xvi) of the Order are not applicable to the company. 17. 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 to finance long-term investments. However, amounts raised on short-term basis have been used to finance accumulated losses. 18. According to the information and explanations given to us, during the year covered by our report, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act,1956. Accordingly, the provisions of clause (xviii) of the Order are not applicable to the company 19. According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause (xix) of the Order are not applicable to the company. 20. During the period covered by our audit report, the company has not raised any money by way of a public issue. 21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year. For Padamchand Chand Jain & Associates, Chartered Accountants. Place: Ahmedabad Partner Date : 31-08-2007 Padamchand Jain Membership No. 34966

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