Siemens Healthcare Diagnostics Ltd merged Auditor Reports

SIEMENS HEALTHCARE DIAGNOSTICS LIMITED ANNUAL REPORT 2009-2010 AUDITORS REPORT To the Members of Siemens Healthcare Diagnostics Limited 1. We have audited the attached Balance Sheet of Siemens Healthcare Diagnostics Limited (the Company) as at September 30, 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to above, we report that: i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account; iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. v. On the basis of the written representations received from the directors, as on September 30, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on September 30, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. vi. As explained in schedule 20 (i) to the financial statement, the companys application to the Ministry of Corporate Affairs (MCA), Government of India for approval of managerial remuneration ofRs 43,774 thousands paid to the Ex- Managing Director during the year ended September 30, 2008 in excess of the amount earlier approved by the Central Government under the Companies Act, 1956, has been rejected during the year, with further instruction to recover the excess remuneration so paid. As explained by the management, the Company has written to the MCA for reconsidering its application and also initiated necessary action in this regard to comply with the order, however, pending recovery of the amount, no adjustments to the accompanying financial statement are made. Our audit report on the financial statements for the year ended September 30, 2009 was also qualified in respect of the matter stated above. vii. In our opinion and to the best of our information and according to the explanations given to us, subject to the effect of the matter included in the paragraph 4(vi) above, the effect of which is currently not ascertainable, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a. in the case of the balance sheet, of the state of affairs of the Company as at September 30, 2010; b. in the case of the profit and loss account, of the profit for the year ended on that date; and c. in the case of cash flow statement, of the cash flows for the year ended on that date. For S.R. Batliboi & Co. Firm Registration No.: 301003E Chartered Accountants per Ravi Bansal Place: Mumbai Partner Date : November 29, 2010 Membership No.: 49365 Annexure referred to in paragraph 3 of our report of even date Re: Siemens Healthcare Diagnostic Limited (the Company) (i)(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the policy, the Company has physically verified certain fixed assets during the year and we are informed that no material discrepancies were noticed on such verification. (c) There was no substantial disposal of fixed assets during the year. (ii)(a) The management has conducted physical verification of inventory at reasonable intervals during the year. (b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year. (iii)(a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, accordingly provision of clause (iii)b to (iii)d are not applicable to the Company. (b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, accordingly provision of clause (iii)f & (iii)g are not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company. (v)(a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered. (b) In respect of transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public. (vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company. (ix)(a) Undisputed statutory dues including investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities though there has been slight delays in few cases of professional tax and Sales-tax. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the records of the Company, the dues outstanding of income-tax, service tax, customs duty, excise duty on account of any dispute, are as follows: Name of the Statute & A B C Nature of the Dues The Income Tax Act, 1961: Additional Income tax 1,508 Assessment year Income Tax Appellate liability due to 2005-2006 Tribunal for AY 2005-06 various disallowance Import Export(Control) Act, 1947: Penalty for non- 500 December 1977 The High court of fulfillment of to December 1982 Gujarat, Ahmedabad export obligation The Customs Act, 1962: Interest on 206 September 2003 Assistant/Deputy differential to February 2004 Commissioner of Custom Duty Customs Chapter V of The Finance Act, 1994 The Central Excise Act, 1944: Service tax on 2,192 January 2001 to Commissioner of Central Service Contracts June 2003 Excise and Customs Differential Excise 22,540 March 1988 to The Customs,Excise and Duty (Including October 1992 Services Tax Appellate penalty) in respect tribunal of classification matter A = Amount under dispute not desposited(Rs. in 000) B = Period to which the amount relates C = Forum where dispute is pending There are no dues outstanding of sales tax, wealth tax and cess on account of any dispute. (x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. (xi) According to the information and explanations given to us, the company did not have any outstanding dues to any financial institution, banks and the Company did not have any borrowing by way of debentures. (xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. (xvi) The Company did not have any term loans outstanding during the year. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has used funds raised on short-term basis for long-term investment. The company has used funds raised on short term basis by way of Inter- corporate deposit ofRs. 163,002 thousands to finance fixed assets and core working capital. (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. (xix) The Company did not have any outstanding debentures during the year. (xx) The Company has not raised any money through public issues during the year. (xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For S.R. Batliboi & Co. Firm Registration No.: 301003E Chartered Accountants per Ravi Bansal Place: Mumbai Partner Date : November 29, 2010 Membership No.: 49365