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Opto Circuits (India) Ltd.

BSE: 532391 Sector: Health care
NSE: OPTOCIRCUI ISIN Code: INE808B01016
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VOLUME 1616943
52-Week high 5.75
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VOLUME 1616943
52-Week high 5.75
52-Week low 2.34
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Opto Circuits (India) Ltd. (OPTOCIRCUI) - Auditors Report

Company auditors report

To The Members Of Up to Circuits (India) Ltd

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of Up to Circuits (India) Ltd("the Company") which comprise the Balance Sheet as at 31st March2020 the statement of Profit and Loss (including Other Comprehensive income) thestatement of changes in equity and statement of cash flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information (hereinafter referred to as "the standalonefinancial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required subject to thematters discussed in Basis for Qualified Opinion paragraph below the consequentialimpact if any whereof is not quantifiable give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31stMarch 2020 the profit (including othercomprehensive income ) changes in equity and its cash flows for the year ended on thatdate.

Basis for Qualified Opinion

We draw your attention:

1. The Company holds advances in its Subsidiary Up to Cardiac Care Limited amounting toRs 18781.95 Lakhs has not ascertained the impairment loss of advances in subsidiary whichhas reported a consolidated negative net worth against the carrying amount of Rs 18781.95Lakhs and has not provided for such impairment loss.

2. The Company holds investments in its Subsidiary Up toEurocore Health Care Limitedamounting to Rs 13904.72 Lakhs and advances amounting to Rs 12828.56 Lakhs and has notascertained the impairment loss of investments and advances in subsidiary which hasreported a consolidated negative net worth of Rs 44788.56 Lakhs as on 31.03.2020 asagainst the carrying amount of Rs 26733.28 Lakhs and has not provided for such impairmentloss.

3. The Company has availed Working capital facility loan from SBS Bank for Rs 16603.78Lakhs SBI has classified this liability as NPA/Irregular Advances and as such not chargingthe interest accordingly finance cost/interest is not provided for. State Bank of Indiahas issued notice under SARFAESI ACT on the factory building and current assets of thecompany. State Bank of India has taken symbolic possession of the property at 83Electronic City Phase-1 Hosur Road Bangalore and has put up notice for auctioning ofthe property the management is negotiating for One Time Settlement (OTS)/Compromisesettlement and paid advance amount of Rs 1245 Lakhs in earlier years against OTS/CompriseSettlement offered by the company for 8900 Lakhs.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India ("ICAI") together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules there under and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters ('KAM') are those matters that in our professional judgment were ofmost significance in our audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Sr. No. Key Audit Matter How the matter was addressed in our audit
1 Evaluation of uncertain tax positions
The Company has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes Obtained details of completed tax assessments and demands for the year ended March 31 2020 from management.
We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions.

Other Information

The company's Management and Board of Director's are responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report Business Responsibility Report CorporateGovernance Report and Share Information but does not include the standalone financialstatement our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone 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 financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone 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.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess. Auditor's Responsibilities for the Audit of the Financial Statements Ourobjectives are to obtain reasonable assurance about whether the standalone financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.

A further description of our responsibilities for the audit of the standalone financialstatements is included in "Annexure - A" of this Auditor's Report. Thisdescription forms part of our Auditor's Report.

Emphasis of matters

a. The Financial Statement indicates that the company has incurred substantial lossesduring the year. Further the current level of business operations and company s shortterm and long-term financial commitments indicate the existence of a material uncertaintythat cast significant doubt about the company's ability to continue as going concern.

b. Company's obligation to pay as per the negotiated /one-time settlement agreementwith the bankers. Failure to pay the commitment negotiated/OTS amount will results Inlenders demanding the original dues along with interest which cannot be ascertained.

c. With respect to debt with Standard Chartered Bank Ltd the company has made andagreed for negotiated settlement with the Standard Chartered Bank for Rs.6200 Lakhs. Thecompany has paid only Rs 215 Lakhs as against the Repayment of Rs 3500 Lakhs due as perrepayment schedule and Rs 3285 lakhs has become overdue.

d. With respect to debt with Yes Bank Limited the company has made and agreed fornegotiated settlement with Yes Bank Limited for Rs.850 Lakhs. The company has paid duringthe year only Rs 245 Lakhs as against the Repayment of Rs 535 Lakhs due as per repaymentschedule and Rs 290 lakhs has become overdue.

e. With respect to Corporate guarantee for CIMB Bank Company has agreed for QTS/Compromise Settlement for RM 6 Million (Ringgit Malaysian) which is Rs 100313400/-. TheCompany has not paid the installment overdue as per Final repayment Schedule.

f. With respect to debt with Bank of Nova Scotia Ltd the company has made and agreedfor negotiated settlement with the Bank of Nova Scotia for 8550 Lakhs. The company haspaid during the year only Rs 402 Lakhs as against the Repayment of 1000 Lakhs due as perrepayment schedule and Rs 598 Lakhs has become overdue.

g. With respect to debt with HDFC Bank Ltd the company has made and agreed fornegotiated settlement with the HDFC Bank Ltd for Rs 5881 Lakhs. The company has paidduring the year only Rs 700 Lakhs as against the Repayment of Rs 900 Lakhs due as perrepayment schedule and Rs 200 Lakhs has become overdue.

h. The Subsidiary Company of Up to Cardiac Care Limited has availed working capitalfacility from US bank against SBLC loan facility from ICICI Bank for 10 Million USD whichhas been guaranteed by Up to Circuits India Limited. ICICI bank invoked CorporateGuarantee and claimed (10 Million USD) Rs 6500 Lakhs from Up to Circuits India Limited andfiled the petition before NCLT for Corporate Insolvency Resolution Process. NCLT hasadmitted the petition filed by the ICICI bank and appointed Insolvency professional forCorporate Insolvency Resolution Process of the company . Further company has approachedHonorable High Court of Karnataka which has stayed the Corporate Insolvency ResolutionProcess proceedings. The Company has entered into compromise settlement with the ICICIBank for an amount of Rs 2270 Lakhs against liability of Rs 6260 Lakhs.

i. Confirmation of balance is not obtained from the Sundry Debtors and Sundry creditorswith whom company had transactions including certain banks. Pending receipt of the sameaccounts are reviewed and finalized based on the available documents.

j. Due to liquidity problems Company could not comply certain provisions /regulationsof Companies Act Foreign Exchange Management Act and RBI Guidelines.

k. As reported in previous years Company along with its step-down subsidiary (CardiacScience Corporation) had borrowed funds from DBS Bank Ltd. In the year 2014-15 the saidloan was restructured and as a part of the said process Rs.12678.41 Lakhs borrowed by thecompany was also restructured. As per the terms of the agreement with DBS Bank Ltd upondefault by step down subsidiary (Cardiac Science Corporation) the bank exercised theirrights and assigned the debts to a third party and exercised proxy voting rights to takemanagement control of the company* As a result of this loan borrowed by the company to thetune of Rs.12678.41 Lakhs stand extinguished. DBS Bank has objected to the standby thecompany.

The Company has raised objections to the stand taken by DBS Bank and filed an originalsuit before the jurisdictional Civil Court. The suit is pending before courts.

The Company also made a claim of USD160.82 Million against DBS Bank Ltd vide Its letterdated 24th January 2017 and this claim is part of the above petition filed before theHon'ble Court and DRT- Bangalore recovery proceedings.

Our opinion is not modified in respect of the above said matters.

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 Sec.l43(ll) of the Act we give inthe "Annexure - B" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

2 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 purposes of our audit.

b) In our opinion except for the intermediate effects of the matters described in thebasis for qualified opinion paragraph proper books of account as required by law havebeen kept by the Company 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with bythis Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act

e) On the basis of the written representations received from the directors as on 31sMarch 2020 taken on record by the Board of Directors only Mr. Somadas 6 C director ofthe company is disqualified as on 31stMarch 2020 from being appointed as adirector in terms of 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 C'C Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting

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:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

(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 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31stMarch 2020 on its financial position in its standalone financial statements - Refer Noteto the standalone financial statements.

ii. The Company is not required to make provision as at 31st March 2020 asrequired under the applicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivative contracts.

iii. Dividend for the FY 2011-12 amounting Rs 999.31 Lakhs is also not paid. The saidamount was required to be transferred to the Investor Education and Protection Fund afterSeven Years which was not complied by the Company during the year ended 31stMarch 2020

For B V SWAM I & Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 009151S

Place: Bengaluru

Date:14th july2020

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

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

- Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

- Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143{3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 3$ 3 going concern. If we conclude th3t 3 material uncertainty existswe are required to drew attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

- Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements In the standalone financial statementsthat individually or in aggregate makes it probable that economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in

(i) Planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

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.

From the matters communicated with those charged with governance determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our Auditor's Report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirementssection of our report to the Members of Up to Circuits (India) Ltd

i. In respect of the Company's fixed assets:

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

(b) The Company has a program of verification to cover all the items of tangible fixedassets in a phased manner which in our opinion this periodicity of physicalverificationis reasonable having regard to the size of the Company and the nature of itsassets. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable propertiesincluded in fixed assets are held in the name of the company.

ii. The physical verification of inventory has been conducted at periodical intervalsby the management but not effectively conducted during the year. As certified by themanagement the discrepancies noted on physical verification of inventory as compared tobook records were not material. However we recommend the management to conduct thephysical verification of Inventories on quarterly basis and maintain proper recordscommensurate to the nature and size of the business.

iii. a. Subject to the qualification in the audit report and as per the explanationsgiven to us the company has granted loans to the parties covered in the registermaintained under section 189 on the Companies Act2013

b. In respect of the aforesaid the company has given loans and advances to itssubsidiaries aggregating to Rs.32864.43 Lakhs for which no interest is collected form theloans granted to its subsidiaries during the year.

c In respect of aforesaid loans there is no stipulation has been made for therecovery of the loans Hence we are not in a position to make any specific comments onthis.

iv. 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 the loans and investment made and guarantees and security provided by it.

v. The company has not accepted deposits during the year and does not have anyunclaimed deposits as at 31st March 2020 and therefore the provisions of theclause 3{v) of the Order are not applicable to the company.

vi. Reporting under clause 3(vi) of the order is not applicable as the company businessactivities are not covered by the companies (cost records and audit) rule 2014.

vii. In respect of Statutory dues

a. According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of provident fund professional tax Goods andService tax and TDS though there has been a slight delay in a few cases with theappropriate authorities. In no case the remittance was beyond six months

b. According to the records of the company examined by us and according to theinformation and explanations given to us all statutory dues of Income tax or GST or Dutyof Customs or Duty of excise as applicable have been deposited on time or with marginaldelays except for the following.

Name of the statute Name of dues Amount (in Crores) Period to which it relates Forum where dispute is pending
Income Tax Act Demand raised by IT U/S 154 7.79 AY 2007-08 CIT (Appeals)
Income Tax Act Penalty u/s 271G 2.04 AY 2007-08 CIT (Appeals)
income Tax Act Penalty u/s 221 4.50 AY 2013-14 CIT (Appeals)
Income Tax Act Minimum Alternative Tax 3.65 AY 2011-12 ITAT
Income Tax Act* Minimum Alternative Tax 1.00 AY 2012-13 ITAT
Income Tax Act Minimum Alternative Tax 66.62 AY 2013-14 ITAT
Income Tax Act Dividend Tax 17.57 AY 2010-11 High Court writ appeal
Income Tax Act Dividend Tax 18.00 AY 2011-12 High Court writ appeal
income Tax Act Dividend Tax 13.80 AY 2012-13 High Court writ appeal

* Aflied for the AY 2012-13 is allowed by the ITAT

viii. According to the records of the Company examined by us and the information andexplanations given to us except for short term borrowings for working capital as belowthe Company has not defaulted in repayment of loans or borrowings to any financialinstitution or bank or Government as at the balance sheet date.

Name of the Bank Facility Amount (in Lakhs)
Bank of Nova Scotia Ltd Working capital (OTS) 598.00
HDFC bank Ltd Working Capital/ Term Loan/PCFC (OTS) 200.00
State Bank of India Working Capital 1660378
Yes Bank Ltd Working Capital 590.00
Standard Chartered Bank Working Capital 3285.00
CIMB Corporate Guarantee 1003.13
ICICI Corporate Guarantee 6590.00
TOTAL 28869.91

ix. The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) or term loans during the year under review and hencereporting under clause 3 (ix) of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company or no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us theCompany has not paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the Company

xiii. In our opinion and according to the information's and explanations given to usand based on our examination of the records of the Company transaction with the relatedparties are in compliance with the provisions of Sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the financialstatements as required under Accounting Standard.

xiv. During the year the Company has not made preferential allotment of fully paidequity shares and the same is in accordance with the provisions of the Companies Act 2013

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected to its directors and hence provision of the section 192 ofthe act are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-iA of the ReserveBank of India Act 1934.

FORBVSWAMI&CO. Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg. No: 0Q9151S

Place: Bengaluru

Date: 14thJuSy 2020

ANNEXURE "C" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Up to Circuits (India) Ltd of evendate)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of uptoCircuits (India) Ltd ("the Company") as of 31stMarch 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. 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 respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls 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 judgement including the assessment of the risks ofmaterial misstatement of the Standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31stMarch 2020 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 B V 5WAMI & Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 009151S

Place: Bengaluru

Date:14th July2020

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF UP TO CIRCUITS (INDIA) LIMITED

Report on the Audit of the Consolidated Financial Statements

Qualified Opinion

We have audited the accompanying Consolidated financial statements of UP TO CIRCUITS(INDIA) LIMITED (Hereinafter Referred To As The "Holding Company") AndIts Subsidiaries Listed In Annexure C (Holding Company and its subsidiaries togetherreferred to as "the Group") which comprise the consolidated balance sheet as at31stMarch 2020 and the consolidated statement of Profit and Loss theconsolidated statement of changes in equity and consolidated cash flows statement for theyear then ended and notes to the consolidated financial statements including a summaryof significant accounting policies (hereinafter referred to as "the Consolidatedfinancial statements ).

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Consolidated financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required subject to thematters discussed in Basis for Qualified Opinion paragraph below; the consequential impactif any whereof is not quantifiable give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31st 2020 and profit (including other comprehensive income ) changes inequity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw your attention:

1. The Parent Company has taken Working capital facility loan from SBI Bank for Rs16603.78 Lakhs as on date of balance sheet SB! has classified this liability asNPA/Irregular Advances and as such not charging the interest accordingly financecost/interest is not provided for. State Bank of India has issued notice under SARFAESIACT on the factory building and current assets of the company. State Bank of India hastaken symbolic possession of the property at 83 Electronic City Phase-1 Hosur RoadBangalore and has put up notice for auctioning of the property the management isnegotiating for One Time Settlement (OTS)/Compromise settlement and paid advance amount ofRs 1245 Lakhs in earlier years against OTS/Comprise Settlement offered by the company for8900 Lakhs.

2. With respect to Subsidiary Company Up to Cardiac Care Limited Provision is not madefor Non Current assets Receivable not acknowledged as debt of Rs37810.75 lakhs arisingfrom hostile takeover of Cardiac Science Corporation USA and Criticare Systems Inc USApending bankruptcy court proceedings

3. With Respect to subsidiary company Up to Eurocor Health Care Limited- Hon bleNational company law Tribunal (NCLT) Bengaluru bench has appointed Interim ResolutionProfessional (IRP) for Up to Infrastructure Limited in which the company has invested Rs.5348.98 Lakhs. The company has not provided for impairment loss.

4. With respect to the subsidiary company Up to Infrastructure Limited- KarnatakaIndustrial area Development Board (KIADB) had allotted land at Hassan and Najanagud(Mysore) to Up to Infrastructure Limited a wholly owned subsidiary of the Company to setup SEZ projects. Upon initiation of action under SARFAESI Act by Bank of Nova ScotiaKIADB has passed orders for resuming the allotted industrial lands . Write petitions filedby the said Company contesting these orders are pending before The Honbie High Court ofKarnataka which has granted an interim stay on the orders.

5. With respect to the subsidiary company Up to infrastructure Limited- The HoldingCompany Up to circuits (India) Limited has defaulted in payment of debt of Rs. 11890Lakhs to the Bank of Nova Scotia for which the specific assets of the company aremortgaged as collateral security. As per the negotiated settlement with the bank Up tocircuits India Limited the holding company has to pay Rs. 5500 lakhs and Rs. 3000 lakhsis to be paid by Up to Infrastructure limited by disposing the mortgaged property of theCompany The Bank has simultaneously approached Bangalore Bench of the Hon'ble NationalCompany Law Tribunal (NCLT) and NCLT has appointed a Interim Resolution Professional(IRP). The Company's accounts are continued to be prepared on going concern basis by thesuspended board of directors is subject to adoption by the IRP.

6. With respect to the subsidiary company Up to Infrastructure Limited- No interest hasbeen provided on advances of Rs. 8752.66 Lakhs received from V.R. Thermo Devices PrivateLimited We conducted our audit in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Act Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the consolidated financialstatements under the provisions of the Act and the Rules there under and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the consolidated financialstatements.

Key Audit Matters

Key audit matters ('KAM') are those matters that in our professional judgment were ofmost significance in our audit of the consolidated financial statements of the currentperiod. These matters were addressed in the context of our audit of the Consolidatedfinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Sr. No. Key Audit Matter Auditor's Response
1 Evaluation of uncertain tax positions
The Group has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes Obtained details of completed tax assessments and demands for the year ended March 31 2020 from management.
We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions.

Other Information

The Holding company's management and Board of Directors are responsible for the otherinformation The other information comprises the information included in the Holdingcompany's annual report but does not include the financial statements and our auditorsreport thereon.

Our opinion on the Consolidated 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 Consolidated financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Consolidated financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information; we are required to report that fact. We have nothing to report inthis regard.

Responsibilities of Management and Those Charged with Governance for the ConsolidatedFinancial Statements

The Holding Company's Board of Directors is responsible for the preparation andpresentation of these Consolidated financial statements in term of the requirement of theCompanies Act 2013 that give a true and fair view of the consolidated financial positionconsolidated financial performance and consolidated cash flows of the Group including itsAssociates and jointly controlled entities in accordance with the Ind AS and otheraccounting principles generally accepted in India. The respective Board of Directors ofthe companies included in the group and of its associates and jointly controlled entitiesare responsible for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting 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 Consolidated financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error which have been used for the purpose of preparation of theconsolidated financial statements by the directors of the Holding company as afore saidin preparing the Consolidated financial statements the respective Board of Directors ofthe Companies included in the Group and of its associates and jointly controlled entitiesare responsible for assessing the ability of the Group and of its associates and jointlycontrolled entities to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Group or to cease operations or has no realisticalternative but to do so.

The respective Board of Directors of the Companies included in the Group and of itsassociates and jointly controlled entities are responsible for overseeing the financialreporting process of the Group and of its associates and jointly controlled entities.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidatedfinancial 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 consolidated financial statements

A further description of our responsibilities for the audit of the financial statementsis included In "Annexure - A" of this Auditor's Report. This description formspart of our Auditor's Report.

Other Matters

a. The consolidated annual financial results include the audited financial results/financial information of Eight subsidiaries whose financial results/ financialinformation reflect total assets (before consolidation adjustments) of Rs. 118059.16Lakhs as at 31 March 2020 total revenue (before consolidation adjustments) of Rs13088.89 Lakhs and total net loss after tax (before consolidation adjustments) of Rs.86266.20 Lakhs and net cash outflows (before consolidation adjustments) of Rs 46.28 Lakhsfor the year ended on that date as considered in the consolidated annual financialresults which have been audited by their respective independent auditors and certified bymanagement. The consolidated annual financial results also include the Group's share ofnet loss after tax (before consolidation adjustments) of Rs 205418.53 Lakhs for the yearended 31st March 2020. The independent auditors' reports on financial resuits/financialinformation of these entities have been furnished to us by the management and our opinionon the consoiidated annual financial results in so far as it relates to the amounts anddisclosures included in respect of these entities is based solely on the report of suchauditors and certified by management copies and the procedures performed by us are asstated in paragraph above.

b. Certain of these subsidiaries are located outside India whose financial results/financial information have been prepared in accordance with accounting principlesgenerally accepted in their respective countries and which have been audited by otherauditors under generally accepted auditing standards applicable in their respectivecountries. The Holding Company's Management has converted the financial results /financial information of such subsidiaries located outside India from accountingprinciples generally accepted in their respective countries to accounting principlesgenerally accepted in India. We have audited these conversion adjustments made by theHolding Company's Management.

c. Our opinion in so far as it relates to the financial results / financial informationof such subsidiaries located outside India is based on the report of other auditors andmanagement certified copies and the conversion adjustments prepared by the Management ofthe Holding Company and audited by us.

d. The Financial Statement indicates that the Parent company and Subsidiary Company Upto Eurocor Healthcare Limited has incurred substantial losses during the year. Furtherthe current level of business operations and Parent company's and Subsidiary Company Up toEurocor Healthcare Limited which has short term and long-term financial commitmentsindicate the existence of a material uncertainty that cast significant doubt about theParent company's ability to continue as going concern

e. Parent Company's obligation to pay as per the negotiated /one-time settlementagreement with the bankers. Failure to pay the commitment negotiated/OTS amount willresults in lenders demanding the original dues along with interest which cannot beascertained.

f. With respect to Parent Company's debt with Standard Chartered Bank Ltd the companyhas made and agreed for negotiated settlement with the Standard Chartered Bank forRs.6200 Lakhs. The company has paid oniy Rs 215 Lakhs as against the Repayment of Rs 3500Lakhs due as per repayment schedule and Rs 3285 lakhs has become overdug. With respect toParent Company's debt with Yes Bank Limited the company has made and agreed for negotiatedsettlement with Yes Bank Limited for Rs.850 Lakhs. The company has paid during the yearoniy Rs 245 Lakhs as against the Repayment of Rs 535 Lakhs due as per repayment scheduleand Rs 290 lakhs has become overdue.

h. With respect to Parent Company's Corporate guarantee for CIMB Bank Company hasagreed for OTS/ Compromise Settlement for RM 6 Miltion (Ringgit Malaysian) which is Rs100313400/-. The Company has not paid the installment overdue as per Final repaymentSchedule.

i. With respect to Parent Company's debt with Bank of Nova Scotia Ltd the company hasmade and agreed for negotiated settlement with the Bank of Nova Scotia for 8550 LakhsThe company has paid during the year only Rs 402 Lakhs as against the Repayment of 1000Lakhs due as per repayment schedule and Rs 598 Lakhs has become overdue.

j. With respect to Parent Company's debt with HDFC Bank Ltd the company has made andagreed for negotiated settlement with the HDFC Bank Ltd for Rs 5881 Lakhs. The companyhas paid during the year only Rs 700 Lakhs as against the Repayment of Rs 900 Lakhs due asper repayment schedule and Rs 200 Lakhs has become overdue.

k. The Subsidiary Company of Up to Cardiac Care Limited has availed working capitalfacility from US bank against SBLC loan facility from ICICI Bank for 10 Million USD whichhas been guaranteed by Up to Circuits India Limited. ICICI bank invoked CorporateGuarantee and claimed (10 Million USD) Rs 6500 Lakhs from Up to Circuits India Limited andfiled the petition before NCLT for Corporate Insolvency Resolution Process NCLT hasadmitted the petition filed by the ICICI bank and appointed Insolvency professional forCorporate insolvency Resolution Process of the company Further company has approachedHonorable High Court of Karnataka which has stayed the Corporate Insolvency ResolutionProcess proceedings. The Parent Company has entered into compromise settlement with theICICI Bank for an amount of Rs 2270 Lakhs against liability of Rs 6260 Lakhs.

l. The parent company and Subsidiary Companies Up to cardiac care limited Up toEurocor Health Care Limited and Up to infrastructure Limited does not obtainedConfirmation of balance from the Sundry Debtors and Sundry creditors with whom company'shad transactions including certain banks. Pending receipt of the same accounts arereviewed and finalized based on the available documents.

m. Due to liquidity problems Parent Company and Subsidiary Companies Up to cardiacCare Limited and Up to Eurocor Health Care Limited could not compiy with certainprovisions /regulations of Companies Act Foreign Exchange Management Act and RBIGuidelines.

n. Based on review of the independent audit report of subsidiary company Up to EurocorHealth Care Limited Share Certificates have not made available for verification purposewith respect to subsidiary company's investments in Equity Shares of wholly owned foreignsubsidiary companies Eurocor Tech GMBH and EurocorTech B.V.

o. Based on the review of the Independent audit reports of standalone financialstatements of Group Company and subsidiary company's impairment loss on Investmentsamounting to Rs 13904.72 Lakhs and advances amounting to Rs 47794.51 Lakhs has notascertained. The same does not have any effect on the consolidated financial statements ofGroup company.

Report on Other Lega! and Regulatory Requirements

l. As required by sub-sections 3 of Section 143 of the Act based on our audit and onthe consideration of report of the other auditors on separate financial statements andthe other financial information of a subsidiaries as noted in the 'Other Matter'paragraph we report to the extent applicable 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 of the aforesaidconsolidated financial statements.

b) In our opinion except for the intermediate effects of the matters described in thebasis for qualified opinion paragraph proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

c) The Consolidated Balance Sheet the Consolidated Statement of Profit and Loss(including other comprehensive income) the consolidated statement of changes in equityand the Consolidated Statement of Cash Flow dealt with by this Report are in agreementwith the relevant books of account maintained for the purpose of preparation of theconsolidated financial statements.

d) In our opinion the aforesaid Consolidated financial statements comply with the indAS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors of theHolding Company and its subsidiaries incorporated in India as on March 31st 2020 takenon record by the Board of Directors of the respective companies and the reports of thestatutory auditors of its subsidiary companies none of the directors of Group companiesis disqualified as on March 31 2020 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 financialstatements of the Holding Company and its subsidiary companies incorporated in India andthe operating effectiveness of such controls refer to our separate Report in"Annexure B".

g) 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 in our opinionand to the best of our information and according to the explanations given to usand basedon the consideration of the report of the other auditors on separate financial statementsand also the other financial information of a subsidiary as noted in the 'Other Matter'paragraph:

i. The Consolidated financial statements disclose the impact of pending litigations asat 31st March 2020 on the Consolidated financial position of the group. - Refer Note No.to the Consolidated financial statements.

ii. The Company is not required to make provision as at 31st March 2020 asrequired under the applicable law or accounting standards for material foreseeablelosses if any on long-term contracts including derivative contracts.

iii. In books of Parent Company Dividend for the FY 2011-12 amounting Rs 999.31 Lakhsis not paid. The said amount was also required to be transferred to the Investor Educationand Protection Fund after Seven Years which was not complied by the company during theyear 31st March 2020

For B V SWAMi & Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 0091515

Place; Bengaluru

Date:14th Juiy2020

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

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 Consolidatedfinancial 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 interna!control.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such 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 Consolidated financial statements or if such disclosures are inadequate to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However future events or conditions may cause the Company to ceaseto continue as a going concern.

- Evaluate the overall presentation structure and content of the Consolidatedfinancial statements including the disclosures and whether the Consolidated financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

• Obtain sufficient appropriate audit evidence regarding the financial informationof the entities within the Group to express an opinion on the consolidated financialstatements. We are responsible for the direction supervision and performance of the auditof the financial statements of such entities included in the consolidated financialstatements of which we are the independent auditor's.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in

(i) Planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

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 alsoprovide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

We also from the matters communicated with those charged with governance determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour Auditor's Report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communications.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of UP TO CIRCUITS (INDIA) LIMITED ofeven date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act") We haveaudited the internal financial controls over financial reporting of UP TO CIRCUITS (INDIA)LIMITED("the Company") as of March 31st 2020 in conjunction with our audit ofthe Consolidated IND AS financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the institute of Chartered Accountants of India. 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 respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls 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 judgement including the assessment of the risks ofmaterial misstatement of the Consolidated IND AS financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

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 couid 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31st 2020 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

ForBVSWAMI&Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 009151S Place: Bengaluru Date:14thJuly2020

ANNEXURE "C" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under 'Qualified Opinion' section of our report to theMembers of UP TO CIRCUITS (INDIA) LIMITED of even date)

The Statement includes the results of the following entities:

Subsidiaries

1 Up to Cardiac Care Limited

2 Up toEurocore Healthcare Limited

3 Up to infrastructure Limited

4 Mediad Inc

5 Eurocore Tech Gmbh

6 Eurocore Tech B. V.

7 Criticare Technologies Inc

8 Unetixs Vascular Inc

For 8 V SWAMI & Co

Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 0Q9151S

Place: Bengaluru

Date: 14th July 2020

.