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STG Lifecare Ltd.

BSE: 532293 Sector: Services
NSE: SOFTTECHGR ISIN Code: INE863A01013
BSE 00:00 | 03 Mar STG Lifecare Ltd
NSE 05:30 | 01 Jan STG Lifecare Ltd
OPEN 2.57
PREVIOUS CLOSE 2.33
VOLUME 781
52-Week high 2.57
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.57
CLOSE 2.33
VOLUME 781
52-Week high 2.57
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

STG Lifecare Ltd. (SOFTTECHGR) - Auditors Report

Company auditors report

To the Members of

M/S STG LIFECARE LIMITED

(Formerly Known as Software Technology Group International Limited)

Report on the (Standalone) * Financial Statements

We have audited the accompanying financial statements of M/S STG LIFECARE LIMITED(Formerly Known as Software Technology Group International Limited) ("thecompany") which comprise the Balance Sheet as at 31 March 2017 the Statement ofProfit and Loss the Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for (Standalone) the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial control that were operating effectively forensuring 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 the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion

Basis for Qualified Opinion

1. Note No. 4 in the financial statement which indicates that the Companyhas accumulated losses of Rs. 365504060/- and its Net worth has been substantiallyeroded the Company has incurred a net loss of Rs. 743275/- during the current financialyear and Rs. 9711874/- in the previous year and the Company's current liabilitiesexceeded its current assets as at the balance sheet date. These conditions along withother matters set forth in the Notes to the accounts indicate the existence of a materialuncertainty that cast significant doubt about the Company's ability to continue as a goingconcern. However as per the representation made by the management they have receivedenquiries from the patients from India & abroad for their medical treatment by use ofWebsite of the Company and are also getting excellant response from the hospitals toassociate with the company for patient referrals during the current financial year also.But in our opinion the income from this business is stil uncertain. The financialstatements of the Company has been prepared on a going concern basis for the reasonsstated in the said Note.

2. Note no. 11 the company has net deferred tax assets Rs. 141807674as on 31st March 2017. Since there was unabsorbed depreciation &accumulated losses of Rs. 364760785/- as on 31.03.2016 and has also incurred losses ofRs. 743275/- during the current year. Further the management does not have sufficientreasons supported by the convincing evidences that the company will have sufficienttaxable income in the future against which the said deferred tax asset could be realised.Had the company transferred the said deferred tax asset of Rs. 141807674/- to theprofit and loss account then the loss would have been higher by same amount.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis For QualifiedOpinion Paragraph the aforesaid financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India;

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2017;

b) in the case of the Statement of Profit and Loss of the Loss for the year ended onthat date; and

c) in the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

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. As required by section 143(3) of the Act we report that:

a) We have sought and except for the possible effect of the matter described in theBasis for Qualified Opinion above obtained all the information and explanations which tothe best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion except for the effect of the matters described in the Basis forQualified Opinion paragraph above proper books of account as required by law have beenkept by the Company so far as appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion except for the effect of the matters described in the Basis forQualified Opinion paragraph above the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

e) The matters described in Basis for Qualified opinion paragraph above may have anadverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on 31 March2017 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2017 from being appointed as a director in terms of Section 164(2) of theAct.

g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and operating effectiveness of such controls refer to our reportin Annexure "B" and

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) Rule 2014 in our opinionand to the best of our information and according to the explanations given to us :

i. As informed by the management there was no litigations pending against the companyas on the date of its financial statements.

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There were no amounts which required to be transferred to the Investor Educationand Protection Fund.

iv. The company has provided requisite disclosure in its financial statements as toholding as well as dealing in specified Bank Notes (SBN's) during the period from 8thNovember 2016 to 30th December 2016 and these are in accordance with thebooks of accounts maintained by the company refer Note no. 37 to the financial statements.

For H.K. BATRA & Associates
CharteredAccountants
FRN: 009889N
(H. K. BATRA)
Place : New Delhi Partner
Date : 19.05.2017 M. No: 088790

ANNEXURE "A" TO THE AUDITORS REPORT

Referred to in paragraph 1 under the heading "Report on other Legal and Regulatoryrequirements" of our Report of even date to the members of M/S STG LIFECARELIMITED (Formerly Known as Software Technology Group International Limited) on theaccounts of the company for the year ended 31st March 2017 we report that: (i) (a) TheCompany has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets ;

(b) As explained to us fixed assets have been physically verified by the management atregular intervals; as informed to us no material discrepancies were noticed on suchverification;

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 properties areheld in the name of the Company.

(ii) The Companies business does not involve inventories and accordingly therequirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited Liability Partnershipsor other parties covered in the register maintained under section 189 of the companiesAct 2013. Accordingly the provisions of clause 3(iii)(a)(b) and (c) of the Order arenot applicable to the Company and hence not commented upon.

(iv) In our opinion and accoding to the information and explanations given to us theprovisions of Section 185 and 186 of the Companies Act 2013 in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given are not applicableto the Company.

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

(vi) As informed to us the Central Government has not prescribed the maintenance ofcost records under sub-section (1) of Section 148 of the Act for any of the servicesrendered by the Company.

(vii) a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including income tax Employee stateinsurance service tax cess have not been deposited by the company with the appropriateauthorities. As explanies to us the company does not have any dues on account ofprovident fund sales tax value added tax duty of cutoms and other material statutorydues.

b) According to the information and explanations given to us and also based onmanagement representations undisputed statutory dues payable towards Income tax deductedat sources of Rs. 46.44 lacs Employees' State Insurance of Rs. 7.04 Lacs Service Tax ofRs. 147.39 Lacs have not been deposited with the appropriate authorities which wereoutstanding at the year end for a period of more than six months from the date theybecome payable.

c) According to the information and explanation given to us and also based on therecords of the company there are no dues of Sales Tax Custom Duty Excise duty WealthTax cess which have not been deposited on account of any dispute except the following

Nature of Statute Nature of Dues Amount (Rs.) Forum where dispute is pending
Income Tax Act 1961 Income Tax u/s 143 (3) 832030/- CIT (Appeals )
Income Tax Act 1961 Income Tax demad u/s 143(1) 994980/- Rectification u/s154 of Income Tax Act. Pending before AO/CPC Bangaluru.
Asstt year 2010-11

(viii) According to the records of the company examined by us and as per theinformation and explanations given to us the company has not availed of any loans orborrowings from any financial institution banks government or debenture holders duringthe year. Accordingly paragraph 3(viii) of the Order is not applicable.

(ix) According to the records of the company examined by us and as per the informationand explanations given to us the company did not raise any money by way of initial publicoffer or further public offer (including debt instruments) and term loans during the year.Accordingly paragraph 3(ix) of the Order is not applicable.

(x) 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 thecourse of our audit.

(xi) According to the records of the company examined by us and as per the informationand explanations given to us the company has not paid/provided for any managerialremuneration during the year. Accordingly paragraph 3(xi) of the Order is not applicable.

(xii) In our opinion and According to the information and explanations given to us thecompany is not nidhi company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with related parties are incompliance with Section 177 and 188 of the Act where applicable and details of suchtransaction have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xiv) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For H.K. BATRA & Associates
CharteredAccountants
FRN: 009889N
(H. K. BATRA)
Place : New Delhi Partner
Date : 19.05.2017 M. No: 088790

ANNEXURE " B " TO THE AUDITORS REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/S STGLIFECARE LIMITED (Formerly Known as Software Technology Group International Limited) ("thecompany") as of 31 March 2017 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and 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 Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

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 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India (ICAI).

For H.K. BATRA & Associates
CharteredAccountants
FRN: 009889N
Place : New Delhi (H. K. BATRA)
Date : 19.05.2017 Partner
M. No: 088790