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. () - Auditors Report

Company auditors report

TO THE MEMBERS OF ARTEMIS GLOBAL LIFE SCIENCES LIMITED

(Formerly known as PTL Projects Limited)

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS financial statements of ARTEMISGLOBAL LIFE SCIENCES LIMITED (“the Company”) which comprise the Balance Sheetas at 31 st March 2019 the Statement of Profit and Loss (including the statement ofOther Comprehensive Income) the Cash Flow Statement and the Statement of Changes inEquity for the year then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 (“the Act”) in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at 31 st March 2019 and its profitincluding other comprehensive income changes in equity and its cash flows and for theyear ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the ‘Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the ‘Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters

a) We draw attention to the Note No. 4 in the Notes to the financial statementsregarding valuation of Preference Shares at cost due to the reason that this item will beeliminated upon consolidation with its subsidiary in the Consolidated FinancialStatements. Therefore the Preference Shares have been valued at cost.

b) We draw attention to the Note No. 13 in the Notes to the financial statementsregarding outstanding liability of Rs. 323.29 lakhs. The amount was recognised asliability in terms of agreement dated 18.01.2011. The amount was subsequently disputed andthe dispute was referred to arbitration. The arbitration proceedings are not progressing.The arbitration award is yet to be pronounced.

Information other than the Standalone Ind AS Financial Statements and Auditor's ReportThereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report of the Board ofDirectors including annexures to Board's Report but does not include the Standalone Ind ASfinancial statements and our auditor's report thereon.

Our opinion on the Standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these Standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 Standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the Standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's responsibility for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the Standalone IndAS financial statements including the disclosures and whether the Standalone Ind ASfinancial statements represent the underlying transactions and events in a mannerthatachieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial informationof the entities or business activities within the Group to express an opinion on theConsolidated Ind AS financial statements. We are responsible for the directionsupervision and performance of the audit of the financial statements of such entitiesincluded in the Consolidated Ind AS financial statements of which we are the independentauditors. For the other entity included in the consolidated financial statements whichhave been audited by other auditor such other auditor remains responsible for thedirection supervision and performance of the audits carried out by them. We remain solelyresponsible for our audit opinion.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

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 inParagraphs 3 and 4 of the Order.

2. Asrequired 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 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 the Statement of Profit and Loss (including other Comprehensiveincome) the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended.

(e) On the basis of the written representations received from the directors as on 31 stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 st March 2019 from being appointed as a director in terms ofSection 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 the requirements of section 197(16) of the Act as amended:

According to the information and explanation given to us the Company has not paid/provided for any managerial remuneration during the year.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company does not have any pending litigations which may impact its financialposition in its financial statements.

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.

For Anand Dua & Associates

Chartered Accountants

FRN:04263N

Sd/-
(Anand Dua)
Place: New Delhi Partner
Dated : 08-05-2019 M. No:083503

Annexure “A” to the Independent Auditors' Report

Annexure referred to in paragraph 1 under the heading “Report on other legal andregulatory requirements” of our Report of even date.

On the basis of the information and explanation given to us during the course of ouraudit we report that:

1. (a) The company has maintained proper records showing full including quantitativedetails and situation of its fixed assets.

(b) As explained to us and as per information provided to us fixed assets have beenphysically verified by the management at reasonable intervals; no material discrepancieswere noticed on such verification. In our opinion and according to the information andexplanations given to us no fixed asset has been disposed of during the year andtherefore does not affect the going concern assumption.

(c) As explained to us and as per information provided to us the title deeds ofimmovable properties are held in the name of the company.

2. The company did not have any inventory during the year. Therefore clause (ii) ofthe order is not applicable on the company.

3. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company has not granted any loan secured orunsecured to companies firms or other parties covered in the register maintained undersection 189 of the Companies Act. Thus sub clause (a) (b) and (c) of the clause (iii) ofthe order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of loans investments guarantees and security.

5. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company has not accepted any deposits. Thereforethe directives issued by the Reserve Bank of India and the provisions of sections 73 to 76or any other relevant provisions of the Companies Act and the rules framed there underare not applicable to the company. No order has been passed by Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6. Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act is not applicable to the company.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company is generally regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax duty of customs duty of excise value added tax cess and anyother statutory dues to the appropriate authorities and there were no arrears ofoutstanding statutory dues as on 31 st March 2019 for a period of more than six monthsfrom the date they became payable.

b. According to the information and explanations given to us and on the basis of ourexamination of the books of account there is no amounts payable in respect of income taxor sales tax or service tax or duty of customs or duty of excise or value added tax orcess have not been deposited on account of any dispute.

8. Based on our audit procedures and on the information and explanations given to usthe company has not defaulted in repayment of dues to a financial institution or bank ordebenture holders.

9. The company has not raised any amount by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year.

10. According to the information and explanations given to us no fraud by the companyor on the company by its officers or employees has been noticed or reported during theyear.

11. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company has neither paid nor provided anymanagerial remuneration during the year.

12. According to the information and explanations given to us the company is not aNidhi company; therefore clause (xii) of the order is not applicable.

13. According to the information and explanations given to us and on the basis of ourexamination of the books of account all the transactions with the related parties are incompliance with the sections 177 and 188 of the Companies Act 2013 and the details havebeen disclosed in the financial statements as required by the applicable accountingstandards.

14. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures during the yearunder review. Therefore clause (xiv) of the order is not applicable.

15. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company has not entered into any non-cashtransactions with directors or persons connected with them.

16. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934.

For Anand Dua & Associates
Chartered Accountants
FRN: 04263N
Sd/-
(Anand Dua)
Place: New Delhi Partner
Dated : 08.05.2019 M. No:083503

Annexure “B” To the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ArtemisGlobal Life Sciences Limited (Formerly known as PTL Projects Limited) (“theCompany”) as of March 312019 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 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted my our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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 systemoverfinancial 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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.

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 March 312019 based on theinternal control 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 Anand Dua & Associates
Chartered Accountants
FRN:04263N
Sd/-
(Anand Dua)
Place: New Delhi Partner
Date : 08.05.2019 M. No: 083503

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