The Members of
Scandent Imaging Limited
Report on the Financial Statements
1. We have audited the accompanying financial statements of M/s. Scandent ImagingLimited("the Company") which comprise the Balance Sheet as at 31st March 2017and the Statement of Profit and Loss for the year then ended and a summary of thesignificant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial position andfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
3. Our responsibility is to express an opinion on these financial statements based onour audit.
4. 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.
5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the 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 internal financial control 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 the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:
a) In case of its Balance-sheet of the state of affairs of the company as at 31stMarch2017.
b) In case of Statement of Profit and Loss of the Profit for the year ended on thatdate.
c) In the case of the Cash Flow statement of the cash flows for the year ended on thatdate.
Report on Other Legal and Regulatory Requirements
9. As required by The Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of subsection 11 of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order.
10. As required by Section143 (3) of the Act we report that:
a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.
c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are inagreement with the books of accounts of the company;
d) In our opinion the aforesaid financial statements 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 the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors aredisqualified as on 31st March 2017 from being appointed as a director in termsof Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule11 of the Companies (Audit and Auditors) Rules2014in our opinion andto the best of our information 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 were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. The company had provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified bank Notes during the period 8th November 2016to 30th December 2016 and these disclosures are in accordance with the books of accountsmaintained by the company.
| ||For M B Agrawal & Co. |
| ||Chartered Accountants |
| ||(FRN No. 100137W) |
| ||M B Agrawal |
|Place: Mumbai ||Partner |
|Date: 11th August 2017 ||Mem. No. 9045 |
Annexure A to Independent Auditors' Report
(Referred to in Paragraph 9 under the heading of "Report on Other Legal andRegulatory Requirements" of our Report of even date to the Members of ScandentImaging Limited on the accounts of the company for the year ended 31st March2017)
1. In respect of its Fixed Assets
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.
(b) As explained to us all the assets have been physically verified by the managementin a phased periodical manner which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies were noticedon such verification.
(c) The Company is not owning any immovable assets.
2. In respect of its Inventories
The Company has no inventory and therefore this clause is not applicable.
3. The company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Accordingly clauses (a) and (b) are notapplicable to the Company.
4. The Company has not granted any loans nor made any investments or providedguarantees. Therefore this clause is not applicable to the Company.
5. According to the information and explanations provided to us the company has notobtained any deposits from the public as defined according to the provisions of section 73to 76 of the Companies Act 2013 and the Rules framed thereunder.
6. According to the information and explanations provided to us maintenance of thecost records pursuant to the Companies (Cost Accounting Records) Rules 2011 and asspecified by the Central Government of India under section 148(1) of the Companies Act2013 are not applicable to the company.
7. In respect of Statutory dues:
(a) According to the information and explanations given to us and as per the records ofthe Company the Company is generally regular in depositing with appropriate authoritiesthe undisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Sales Tax Wealth Tax Service Tax Custom Duty Excise Duty Value Added Tax Cessand other material statutory dues applicable to it to the appropriate authorities.
(b) According to the information and explanations given to us there are no dues whichare not deposited on account of dispute in respect of Income Tax Wealth Tax Sales TaxService Tax Customs Duty Excise Duty Value Added Tax and Cess in arrears as at March312017 for a period of more than six months from the date they became payable.
8. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to financial institutions or banks.
9. The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year.
10. Any fraud by the Company or any fraud on the Company by its officer or employeeshas not been noticed or reported during the course of our audit.
11. The Company has paid managerial remuneration in accordance with the provisions ofSection 197 read with schedule V to the Companies Act 2013.
12. The Company is not a Nidhi Company and therefore the compliance requirements arenot applicable.
13. All transactions with related parties are in compliance with section 177 and 188 ofthe Companies Act 2013 where applicable and the details have been disclosed in thefinancial statements as required by the applicable accounting standards.
14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review therefore thecompliance of the requirement of section 42 of the Companies Act 2013 are not applicable.
15. The Company has not entered into non-cash transaction(s) with directors or personsconcerned with them affecting Section 192 of the Companies Act 2013.
16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
| ||For M.B. Agrawal & Co. |
| ||Chartered Accountants |
| ||FRN: 100137W |
| ||M.B. Agrawal |
|Place: Mumbai ||Partner |
|Date: 11th August 2017 ||M. No. 9045 |
Annexure - B to the Independent Auditor's Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") referred to in paragraph 2 (f) onReport on Other Legal and Regulatory Requirements of our report.
We have audited the internal financial controls over financial reporting of ScandentImaging Limited ("the Company") as of 31 March 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting 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 to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls 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 reflect the 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2017 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
| ||For M. B. Agrawal & Co. |
| ||Chartered Accountants |
| ||(FRN No. 100137W) |
| ||M B Agrawal |
|Place: Mumbai ||Partner |
|Date: 11th August 2017 ||Mem. No : 9045 |