Soni Medicare Ltd Auditors Report.

To,

The Members of,

SONI MEDICARE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SONI MEDICARE LIMITED, which comprise the balance sheet as at 31st March 2017, the statement of profit & loss and cash flow statement for the year ended, and a summary of significance accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the

Companies Act, 2013 with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the company in accordance with the accounting principles generally accepted in India, including the Accounting standards specified under section 133 of the Act, read with rule 7 of the Companies ( Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor s Report) Order,2016 issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

2. "A" statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

3. 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 best of our knowledge and belief were necessary for the purpose of our audit.

(b) in our opinion proper books of account as required by law have been 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 and the cash flow statement dealt with by this Report are in agreement with the books of accounts:

(d) in our opinion, the aforesaid Financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014:

(e) On the basis of the written representative received from the directors as on 31st March 2017, taken on records by the board of directors, none of the directors is disqualified as on 31st march 2017 from being appointed as a director in terms of section 164 (2) of the Act:

(f) with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such controls, refers to our separate report in "Annexure B": and

(g) with respect to the others matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed impact of pending litigations on its

Financial position in its financial statements. Refer Note "Contingent Liabilities and Commitments" to the financial statements. ii. The Company did not have any long terms contracts including derivative contracts hence the question of any material foreseeable looses does not arise and iii. There are no amounts which are required to be transferred to the

Investors Education and Protection fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the company and as produced to us by the Management

For TAMBI ASHOK & ASSOCIATES
Chartered Accountants
Firms registration number: 005301C
Sd/-
PRIYANKA GUPTA
(Partner)
M. NO. 432540
Jaipur
27thMay, 2017

ANNEXURE-‘A

The annexure referred to in our independent Auditors report to the members of the company on the financial statements for the year ended 31st March 2017, we report that:

(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 fixed assets are verified in a phased manner over a period of three years, in accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. (c) The company does not own any immovable property which requires title deed.

(ii) The inventories have been physically verified during the year by the management. In our opinion, the frequency of the verification is reasonable, As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the books records.

(iii) The company has not granted any loans, secured or unsecured to any companies, firms or other parties covered in the register maintained under section 189 of the companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

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

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the company.

(vii)

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including Provident Funds, Employees State Insurance, income tax, service tax and other statutory dues with appropriate authorities. Accorded to the information and explanations given to us, there is no arrear of outstanding statutory dues as at 31st March 2017 for a period of more than six months from the date they became due.

(b) According to the information and explanations given to us, except stated below, there are no dues of sales tax, custom tax, wealth tax, excise duty/Cess that has not been deposited on account of any dispute.

Particulars Financial year to which matter pertains Forum where dispute is Pending Amount (in Rs.)
Income Tax 2012-13 Commissioner of Income Tax (Appeals) Jaipur 2,85,850/-

(viii) The company has not defaulted in repayment of loans or borrowing on Financial Institution, Banks and Government. Company has not issued debentures.

(ix) During the year the company did not raise any money by way of further public offer (including debt instruments). Term loan taken during the year were applied for the purposes for which the same was borrowed.

(x) According to the information and explanations given to us, no material Fraud on or by the company has not been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us, The Company is not a 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 our examination of the records of the company, transaction with the relate parties is in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standard.

(xiv) A ccording to the information and explanations given to us and based on our examination of the records of the company, the company has not made preferential allotment and private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the company, the company not entered into any non- cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable. (xvi) The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For TAMBI ASHOK & ASSOCIATES

Chartered Accountants

Firms registration number: 005301C

Sd/-
PRIYANKA GUPTA
(Partner)
M. NO. 432540
Jaipur
27thMay, 2017

ANNEXURE-‘B

Report on the Internal Financial Controls under (i) of Sub Section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial control over financial reporting of Soni Medicare Limited as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management Responsibility for internal financial controls

The Companys management is responsible for establishing & maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation & maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly & efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention & detection of frauds & errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys Internal Financial Controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting and the standards on auditing issued by ICAI & deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by ICAI. Those standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain the reasonable assurance about whether adequate internal controls over financial reporting was established and maintained and if such controls operated effectively in all materials respects. Our audit involves performing procedures to obtain audit evidence about the adequacy if the Internal Financial Controls system over Financial Reporting & their operating effectiveness. Our audit of Internal Financial Controls over Financial Reporting included obtaining an understanding of Internal Financial Controls over Financial Reporting, assessing the risk that a material weakness exists, and testing and a evaluating the design & operating effectiveness of internal control based on the assessed risk. The procedure selected depends on the auditors judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient & appropriate to provide a basis for our audit opinion on the companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys Internal Financial Control over Financial Reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting & the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls over financial reporting includes those policies & procedures that (1) pertain to maintenance of records that, in reasonable details; accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts & expenditure of the company are being only in accordance with authorizations of management & directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material on the financial statements.

Inherent Limitations of Internal Financial over Financial Reporting

Because of the Inherent Limitations of Internal Financial controls over Financial Reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not to be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in condition, or that the degree of compliances with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate Internal Financial Controls System over Financial Reporting and such Internal Financial Controls over Financial Reporting were operating effectively as at 31st March 2017, based on the Internal Controls over Financial Reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For TAMBI ASHOK & ASSOCIATES
Chartered Accountants
Firms registration number: 005301C
Sd/-
PRIYANKA GUPTA
(Partner)
M. NO. 432540
Jaipur
27thMay, 2017