TO THE MEMBERS OF ZOTA HEALTH CARE LIMITED
Report on the Audit of the standalone Ind AS financial statements
I have audited the accompanying Ind AS financial statements of ZOTA HEALTH CARE LIMITED(the "company") which comprise the Balance Sheet as at March 31 2021 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Cash Flows for the year ended on that date and a summary of thesignificant accounting policies and other explanatory information (hereinafter referred toas the "standalone Ind AS financial statements").
In my opinion and to the best of my information and according to the explanations givento me the aforesaid standalone Ind AS financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2021 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
BASIS FOR OPINION
I conducted my audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) specified under section 143(10) of the Companies Act2013. My responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the standalone Ind AS financial statements section of myreport. I am independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to my audit of the standalone Ind AS financial statementsunder the provisions of the Act and the Rules made thereunder and I have fulfilled myother ethical responsibilities in accordance with these requirements and the ICAI's Codeof Ethics. I believe that the audit evidence I have obtained is sufficient and appropriateto provide a basis for my audit opinion on the standalone Ind AS financial statements.
KEY AUDIT MATTERS
I have determined that there are no key audit matters to communicate in my report.
INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITOR'S REPORTTHEREON
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance Report and Shareholder's Information but doesnot include the standalone Ind AS financial statements and my auditor's report thereon.
My opinion on the standalone Ind AS financial statements does not cover the otherinformation and I do not express any form of assurance conclusion thereon.
In connection with my audit of the standalone Ind AS financial statements myresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone Ind AS financialstatements or my knowledge obtained during the course of my audit or otherwise appears tobe materially misstated.
If based on the work I have performed I conclude that there is a materialmisstatement of this other information I am required to report that fact. I have nothingto report in this regard.
MANAGEMENT'S RESPONSIBILITY FOR THE IND AS 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 financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due 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.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
My 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 my 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 I exercise professional judgment andmaintain professional skepticism throughout the audit. I 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 my 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 financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act I am also responsible for expressing my 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 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 as a going concern. If I conclude that a material uncertainty existsI am required to draw attention in my auditor's report to the related disclosures in thestandalone Ind AS financial statements or if such disclosures are inadequate to modifymy opinion. My conclusions are based on the audit evidence obtained up to the date of myauditor'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 Ind ASfinancial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
I 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 I identify during my audit.
I also provide those charged with governance with a statement that I have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on my independenceand where applicable related safeguards.
From the matters communicated with those charged with governance I determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the key audit matters. I describe thesematters in my auditor's report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances I determine that a matter should notbe communicated in my report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication."
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:
1 As r equired by section 143(3) of the Act I report that :
a I hav e sought and obtained all the information and explanations which to the bestof my knowledge and belief were necessary for the purpose of my audit.;
b In my opinion proper books of accounts as required by Law have been kept by thecompany so far as it appears from my examination of the books;
c The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisreport are in agreement with the books of account;
d In my opinion the aforesaid standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;
e On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 from being appointed as a director in terms of Section 164(2) of theAct;
f With r espect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to myseparate Report in "Annexure A";
g In my opinion and to the best of my 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 read with Schedule V to 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 as amended inmy opinion and to the best of my knowledge and belief and according to the information andexplanations given to me:
(i) The Company does not have any pending litigations which would impact its financialposition
(ii) The Company did not have any contracts including derivatives contracts for whichthere were any material foreseeable losses
(iii) Ther e has been no delay in transferring required to be transferred to theInvestor
Education and Protection Fund by the Holding Company during the year ended March 312021.
-term 2 As r equired by the Companies (Auditor's Report) Order 2016 issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act (the"Order") and according to the information and explanations given to me Ienclose in the "Annexure B" a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable
Annexure "A" To the Independent Auditor's Report
(Referred to in paragraph 1(f) under Report on Other Legal and RegulatoryRequirements' section of my report to the Members of Zota Health Care Limited)
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the Act")
I have audited the internal financial controls over financial reporting of ZOTA HEALTHCARE LIMITED ("the Company") as of 31st March 2021 in conjunctionwith my audit of the standalone financial statements of the Company for the year ended onthat 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 (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.
My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that I 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.
My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls withreference to these standalone financial statements.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policies and procedures that
(1) pert ain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) pr ovide 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) pr ovide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the condensed financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
In my opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols with reference to standalone financial statements were operating effectively asat 31st March 2021 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.
Annexure "B" To the Independent Auditor's Report
(Referred to in paragraph 2 under Report on Other Legal and RegulatoryRequirements' section of my Report to the Members of Zota Health Care Limited of evendate)
As required by the Companies (Auditor's Report) Order 2016 and according to theinformation and explanations given to me during the course of audit and on the basis ofsuch checks as were considered appropriate I report that :
(i) In r espect of the Company's fixed assets :
a The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment.
b A ccording to the information and explanations to me all property plant &equipment have been physically verified by the management during the period at reasonableintervals. As explained to me no material discrepancies were noticed as compared to thebooks records on such physical verification.
c A ccording to the information and explanations to me all the immovable propertiesare in the name of the company.
(ii) As explained to me inventory of the Company has been physically verified duringthe period by the management at regular intervals. No material discrepancies were noticedas compared to the books records on such physical verification.
(iii) ( a) The Company has granted loan to a subsidiary company covered in the registermaintained under section 189 of the Companies Act 2013. In our opinion and according tothe information and explanations given to us the terms and conditions of the grant ofsuch loans are not prejudicial to the company's interest.
(b) The Company has granted loan to a subsidiary covered in the register maintainedunder section 189 of the Companies Act 2013. The schedule of repayment of principal hasbeen stipulated for the loans granted and the repayment are regular.
(c) Ther e are no amount of loans granted to firms or other parties listed in theregister maintained under section 189 of the Companies Act 2013 which are overdue formore than ninety days.
(iv) In my opinion and according to the information explanations given to me theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.
(v) A ccording to the information and explanations given me the Company has notaccepted deposits from the public and the other security deposits accepted are notconsidered as deposits as per section 73 to 76. Therefore the provisions of the clamee3(v) of the Order are not applicable to the Company.
(vi) A ccording to the information & explanation given to me cost records havebeen maintained by the company as prescribed under sub section (1) of section 148 of theCompanies Act 2013. We have not however made a detailed examination of the same.
(vii) A ccording to the information and explanations given to me in respect ofstatutory dues :
a A ccording to the information and explanations given to me and according to therecords the Company has generally been regular in depositing undisputed statutory dueswith appropriate authorities during the year.
b Ther e were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Goods and Service Tax Customs Duty Cess and other materialstatutory dues in arrears as at March 31 2021 for a period of more than six months fromthe date they became payable.
c A ccording to the information and explanations given to me and the statutoryexamination of the records there are no disputed dues which have not been deposited onaccount of Disputed matters pending before the appellate authorities.
(viii) The Company has not taken any loans or borrowings from financial institutionsbanks and government or has not issued any debentures. Hence reporting under clause3(viii) of the Order is not applicable to the Company.
(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause 3 (ix)of the Order is not applicable to the Company.
(x) T o the best of my knowledge and according to the information and explanationsgiven to me no fraud by the Company or no material fraud on the Company by its officersor employees has been noticed or reported during the year
(xi) In my opinion and according to the information and explanations given to me theCompany has paid / and 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 to Company and hence not commented upon. (xiii) In myopinion and according to the information and explanations given to me the Company is incompliance with Section 177 and 188 of the Companies Act 2013 where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting standards.
(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly paid convertible debentures and hence reportingunder clause 3(xiv) of the Order is not applicable to the Company and not commented upon.
(xv) In my opinion and according to the information and explanations given to meduring the year the Company has not entered into any non-cash transactions with directorsor persons connected with him as referred to in section 192 of Companies Act 2013.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
| ||For Shivangi Parekh & Co. |
| ||Chartered Accountants |
| ||ICAI Firm Reg. No. 131449W |
|Date: 25-06-2021 ||Sd/- |
|Place: Surat ||CA. Shivangi Mehta |
| ||Proprietor |
| ||M. No. 118936 |
| ||UDIN: 21118936AAAABP9703 |