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Soni Medicare Ltd.

BSE: 539378 Sector: Health care
NSE: N.A. ISIN Code: INE848R01018
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Soni Medicare Ltd. (SONIMEDICARE) - Auditors Report

Company auditors report

To

The Members of

SONI MEDICARE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SONI MEDICARE LIMITEDwhich comprise the balance sheet as at 31st March 2017 the statement of profit & lossand cash flow statement for the year ended and a summary of significance accountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the

Companies Act 2013 with respect to the preparation and presentation of these financialstatements that give a true and fair view of the financial position financial performanceand cash flow of the company in accordance with the accounting principles generallyaccepted in India including the Accounting standards specified under section 133 of theAct read with rule 7 of the Companies ( Accounts) Rules2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand 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 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 rules made there under.

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.

An audit involves performing procedures to obtain audit evidence about the amounts andthe 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 but not for the purpose of expressing an opinionon whether the company has in place an adequate internal financial controls system overfinancial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the company's Directors as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

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 of the state of affairs of the Company as at 31stMarch 2017 and 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 (Auditor' s Report) Order2016 issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act we give inthe

2. "A" statement on the matters specified in the paragraph 3 and 4 of theOrder to the extent applicable.

3. 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 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 it appears from our examination of those books:

(c) the balance sheet the statement of profit and loss and the cash flow statementdealt with by this Report are in agreement with the books of accounts:

(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 representative received from the directors as on 31stMarch 2017 taken on records by the board of directors none of the directors isdisqualified as on 31st march 2017 from being appointed as a director in terms of section164 (2) of the Act:

(f) with respect to the adequacy of the internal financial control over financialreporting of the company and the operating effectiveness of such controls refers to ourseparate report in "Annexure B": and

(g) with respect to the others matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. the Company has disclosed impact of pending litigations on its

Financial position in its financial statements. Refer Note "Contingent Liabilitiesand Commitments" to the financial statements. ii. The Company did not have any longterms contracts including derivative contracts hence the question of any materialforeseeable looses does not arise and iii. There are no amounts which are required to betransferred to the

Investors Education and Protection fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the company and as produced to us by the Management

For TAMBI ASHOK & ASSOCIATES
Chartered Accountants
Firm's registration number: 005301C
Sd/-
PRIYANKA GUPTA
(Partner)
M. NO. 432540
Jaipur
27thMay 2017

ANNEXURE-‘A'

The annexure referred to in our independent Auditor's report to the members of thecompany on the financial statements for the year ended 31st March 2017 we report that:

(i)

(a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the company and thenature of its assets. (c) The company does not own any immovable property whichrequires title deed.

(ii) The inventories have been physically verified during the year by themanagement. In our opinion the frequency of the verification is reasonable As explainedto us there were no material discrepancies noticed on physical verification of inventoryas compared to the books records.

(iii) The company has not granted any loans secured or unsecured to any companiesfirms or other parties covered in the register maintained under section 189 of thecompanies Act 2013.

(iv) In our opinion and according to the information and explanations given to usthe company has complied with the provisions of section 185 and 186 of the Act withrespect to the loans and investments made.

(v) The company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost recordsunder Section 148(1) of the Act for any of the services rendered by the company.

(vii)

(a) According to the records of the company the company is generally regular indepositing undisputed statutory dues including Provident Funds Employees State Insuranceincome tax service tax and other statutory dues with appropriate authorities. Accorded tothe information and explanations given to us there is no arrear of outstanding statutorydues as at 31st March 2017 for a period of more than six months from the date they becamedue.

(b) According to the information and explanations given to us except stated belowthere are no dues of sales tax custom tax wealth tax excise duty/Cess that has not beendeposited on account of any dispute.

Particulars Financial year to which matter pertains Forum where dispute is Pending Amount (in Rs.)
Income Tax 2012-13 Commissioner of Income Tax (Appeals) Jaipur 285850/-

(viii) The company has not defaulted in repayment of loans or borrowing onFinancial Institution Banks and Government. Company has not issued debentures.

(ix) During the year the company did not raise any money by way of further publicoffer (including debt instruments). Term loan taken during the year were applied for thepurposes for which the same was borrowed.

(x) According to the information and explanations given to us no material Fraud onor by the company has not been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to usThe Company is not a nidhi company. Accordingly paragraph 3(xii) of the order is notapplicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the company transaction with the relate parties is incompliance with Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standard.

(xiv) A ccording to the information and explanations given to us and based on ourexamination of the records of the company the company has not made preferential allotmentand private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the company the company not entered into any non- cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable. (xvi) The company is not required to be registeredunder Section 45-IA of the Reserve Bank of India Act 1934.

For TAMBI ASHOK & ASSOCIATES

Chartered Accountants

Firm's registration number: 005301C

Sd/-
PRIYANKA GUPTA
(Partner)
M. NO. 432540
Jaipur
27thMay 2017

ANNEXURE-‘B'

Report on the Internal Financial Controls under (i) of Sub Section 3 of Section 143 ofthe Companies Act 2013

We have audited the internal financial control over financial reporting of SoniMedicare Limited as of 31st March 2017 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

Management Responsibility for internal financial controls

The Company's management is responsible for establishing & maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities includethe design implementation & maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly & efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention & detection of frauds & errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

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 Reportingand the standards on auditing issued by ICAI & deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls and both issued by ICAI. Those standards and Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain thereasonable assurance about whether adequate internal controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialsrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy if the Internal Financial Controls system over Financial Reporting & theiroperating effectiveness. Our audit of Internal Financial Controls over Financial Reportingincluded obtaining an understanding of Internal Financial Controls over FinancialReporting assessing the risk that a material weakness exists and testing and aevaluating the design & operating effectiveness of internal control based on theassessed risk. The procedure selected depends on the auditor's judgment including theassessment of the risk of material misstatement of the financial statements whether dueto fraud or error. We believe that the audit evidence we have obtained is sufficient &appropriate to provide a basis for our audit opinion on the company's internal financialcontrols system over 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 & thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial controls over financialreporting includes those policies & procedures that (1) pertain to maintenance ofrecords that in reasonable details; 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 &expenditure of the company are being only in accordance with authorizations of management& directors of the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition use or disposition of the company'sassets that could have a material on the financial statements.

Inherent Limitations of Internal Financial 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 to 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 controlsover financial reporting may become inadequate because of changes in condition or thatthe degree of compliances with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate InternalFinancial Controls System over Financial Reporting and such Internal Financial Controlsover Financial Reporting were operating effectively as at 31st March 2017 based on theInternal Controls over Financial Reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For TAMBI ASHOK & ASSOCIATES
Chartered Accountants
Firm's registration number: 005301C
Sd/-
PRIYANKA GUPTA
(Partner)
M. NO. 432540
Jaipur
27thMay 2017