Home  »  Company  »  ABM Knowledgeware  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of ABM Knowledgeware Ltd.

Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ABM Knowledgeware Limited (“the Company”), which comprise the Balance Sheet as at March 31 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone 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 the 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 auditor''s 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 Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s 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 standalone 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 Companies (Auditor''s Report) Order,2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by the 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 purposes 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone 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 representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g. With respect to the other matters to be included in the Auditor''s 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 the impact of pending litigations on its financial position in its financial statements -Refer Note 2.25 to the financial statements;

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in its financial statements as to the holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 2.28 to the financial statements.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2017, we report that:

i. FIXED ASSETS:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) Fixed assets have been physically verified by the management at reasonable intervals. We are informed that no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, all the title deeds of immovable properties are held in the name of the Company.

ii. INVENTORIES :

The Company is a service company, primarily rendering software services and does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.

iii. LOANS GIVEN BY COMPANY :

Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. LOAN TO DIRECTOR AND INVESTMENT BY COMPANY:

Company has not granted any loan to any director or parties covered under section 185. In respect of investments the Company, has complied with the provisions of section 186 of the Companies Act, 2013. No such Guarantee or Security u/s 185 & 186 of the Companies Act, 2013 was given during the year.

v. DEPOSITS FROM PUBLIC :

The Company has not accepted any deposits from the public during the year.

vi. COST RECORDS :

According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013 in respect of operations carried out by the Company.

vii. STATUTORY DUES :

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax , sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of duty of customs, income tax, value added tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us, the following dues of service tax have not been deposited by the Company on account of disputes:

Name of the statute

Nature of dues

Amount (in Rs. 000''s)

Period to which the amount relates

Forum where dispute is pending

Service Tax

Disallowance of Cenvat Credit on Rent

1,767.62

F.Y. 2010-2014

Assistant Comm. Of ST

Service Tax

Disallowance of Cenvat Credit on Business Promotion Expenses

411.27

F.Y. 2010-2014

Assistant Comm. Of ST

Service Tax

Disallowance of Cenvat Credit on Life Insurance, Gratuity

375.13

F.Y. 2010-2014

Assistant Comm. Of ST

Service Tax

Disallowance of Cenvat Credit on Rent

591.21

F.Y. 2014-2015

Assistant Comm. Of ST

Service Tax

Disallowance of Cenvat Credit on Rent

581.33

F.Y. 2015-2016

Assistant Comm. Of ST

Service Tax

Disallowance of Cenvat Credit on Life Insurance, Mediclaim

163.54

F.Y. 2014-2015

Assistant Comm. Of ST

Property Tax

Property Tax Payable

4,243.47

F.Y. 2013-2016

MCGM , Assessment and Collection Department, Mumbai

viii. REPAYMENT OF LOANS :

In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of borrowing obtained in the form of Overdraft facility (ODBD Facility) from Canara Bank, Fort branch and Canara Bank, Prabhadevi branch amounting to Rs. 2.5 Cr (1.25 Cr. each branch) nor has it defaulted in respect of the non-fund based facility in the form of Bank Guarantee of Rs.20 Cr.

ix. UTILISATION OF IPO AND FPO

The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. REPORTING OF FRAUD

According to the information and explanations given by the management, there was no fraud noticed or reported by the company or any fraud on the Company by its officers or employees during the year.

iv. APPROVAL OF MANAGERIAL REMUNERATION

According to the information and explanations give 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 Act.

v. NIDHI COMPANY

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.

vi. RELATED PARTY TRANSACTIONS

According to the information and explanations given to us, the Company has disclosed all the transactions with related parties during the year in the Financial Statements and the same are in accordance with section 177 and 188 of Companies Act, 2013 and as required by the applicable Accounting Standards.

vii. PREFERENTIAL ALLOTMENT / PRIVATE PLACEMENT

According to the information and explanations given to us the Company has not made any preferential allotment or private placement of shares / fully or partly convertible debentures, during the year under audit.

viii. NON CASH TRANSACTIONS

According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

ix. REGISTRATION U/S 45IA OF RBI ACT, 1934

The Company is not required to be registered under section 45-IA of RBI Act, 1934.

For Borkar & Muzumdar

Chartered Accountants

Firm Registration No.:101569W

Supriya D. Bhat

Date: 20th May, 2017 Partner

Place: Mumbai ( M.No. 048592)


Mar 31, 2015

We have audited the accompanying standalone Financial statements of ABM Knowledgeware Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility For The Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows 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 standalone 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 the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under sub-section 10 of Section 143 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 Company's 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 Company's 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 March 31,2015, its profit and its cash flows for the year then ended.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 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 purposes 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 account.

(d) In our opinion, the aforesaid standalone 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 representations received from the Directors as on March 31,2015 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31,2015 from being appointed as a Director in terms of sub-section 2 of Section 164 of the Act.

(f) With respect to the other 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:

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

i. Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of its 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 two years. In accordance with this programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies have been 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.

ii The Company is primarily rendering software services.

Accordingly, it does not hold any physical inventory.

iii The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 the Act.

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 with regard to purchase of inventories and fixed assets and sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

v The company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.

vi The Central Government has not prescribed the maintenance of cost records under Sub-section 1 of Section 148 of the Companies Act, 2013 for any of the services rendered by the Company.

vii (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax, Cess, Professional tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income- tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax, Cess, Professional tax and other material statutory dues were in arrears as at March 31,2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax,Sales tax, Value added tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

viii The Company does not have any accumulated losses at the end of the year and has not incurred cash losses during the year and in the immediately preceding financial year.

ix In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution, banks or debentures holders during the year.

x In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

xi According to the information and explanations given to us, no instances of material fraud on or by the Company has been noticed or reported during the course of our audit.

For Borkar & Muzumdar Chartered Accountants Firm Registration No.:101569W

Rajesh Batham Date: 26,th, May 2015 Partner Place: Mumbai ( M.No. 35941)


Mar 31, 2014

We have audited the accompanying financial statements of ABM Knowledgeware Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risks assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements that give a true and fair view in order to design the audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, 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.

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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss Account, of the profit of the company for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that;

a) we have 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 appears from our examination of those books.

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13thSeptember, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Auditors'' Report

i. Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b) No physical verification of fixed assets was carried out during the year.

c) In our opinion, the company has not disposed a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

ii. Inventory:

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification

iii. According to the information and explanations given to us, the Company, during the year, has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties as per the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b), (c), (d), (e), (f) and (g) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the services are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventories, services and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. In respect of the contract or arrangements referred to in Section 301 of the Companies Act, 1956: As explained to us and based on the information and explanations provided by the management, we are of the opinion that there were no transactions during the year that need to be entered in the register maintained under Section, 301 of the Companies Act, 1956.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of the clause 4(vi) of the order are not applicable to the Company.

vii. There is no internal audit system.

viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956.

ix. In respect of Statutory Dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March,2014 for a period of more than six months from the date on which they became payable.

x. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. There are no loans from the bank.

xii. In our opinion and according to information and explanation given to us, the company has not granted any 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 (xiii) of paragraph 4 of the Companies (Auditors'' Report) Order, 2003 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 are not applicable to the Company.

xv. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi. During the year, the Company has not taken any term loan.

xvii. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any Secured Debentures during the year.

xx. The Company has not raised any money through public issue during the year.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For S. P. Sule & Associates

Chartered Accountants Registration No.:110543W

Milind Garud Date: 20th, May 2014 Partner

Place: Mumbai M No.: 048065


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ABM Knowledgeware Limited, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fare view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risks assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design the audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, 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. 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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 the Cash Flow Statement, of the 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, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that;

a. we have 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 appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

i. Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b) No physical verification of fixed assets was carried out during the year.

c) In our opinion, the company has not disposed a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

ii. Inventory:

a) Physical verification of inventory has been conducted by the management at reasonable intervals.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of company and the nature of its business.

c) The company is maintaining proper record of inventory. No material discrepancies were noticed on such physical verification.

iii. According to the information and explanations given to us, the Company, during the year, has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties as per the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b), (c) and (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the services are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventories, services and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. In respect of the contract or arrangements referred to in Section 301 of the Companies Act, 1956:

As explained to us and based on the information & explanations provided by the management, we are of the opinion that there were no transactions during the year that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

vi. The company has not accepted any deposits from the public and hence this clause is not applicable

vii. There is no internal audit system..

viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956.

ix. In respect of Statutory Dues:

a. According to the records of the Company, Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance Fund, Income Tax, Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it have generally been regularly deposited during the year with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March,2013 for a period of more than six months from the date on which they became payable.

x. According to the records of the company, there are no dues of Income tax, Value Added Tax, Customs tax/ Wealth tax, Excise duty/Cess which have not been deposited on account of any dispute.

xi. The company does not have accumulated losses at the end of the financial year And the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xii. The Company has not made any defaults in payment of dues to bank.

xiii. In our opinion and according to information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv. 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 are not applicable to the Company.

xv. 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 are not applicable to the Company.

xvi. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvii. During the year, the Company has not taken any term loan.

xviii. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

xix. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xx. The Company has not issued any Secured Debentures during the year.

xxi. The Company has not raised any money through public issue during the year.

xxii. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit nor have we been informed of such case by the management.

For S. P. Sule & Associates

Chartered Accountants

Registration No.:110543W

Milind Garud

Date : 27th May, 2013 Partner

Place : Mumbai M. No.: 048065


Mar 31, 2012

1) We have audited the attached Balance Sheet of ABM Knowledgeware Ltd as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's 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 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

4) Further to our comments in the Annexure referred to above, we report that:

a) 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;

b) 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;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 to the extent applicable;

e) On the basis of written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of subsection (l) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant Accounting Policies and Notes thereon 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

i. Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed.

c. In our opinion, the company has not disposed a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

ii. Inventory: There is no physical inventory in existence and hence the question of physical verification and it's comparison with the inventory record does not arise.

iii. According to the information and explanations given to us, the Company, during the year, has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties as per the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b), (c) and (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the services are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventories, services and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. As explained to us, and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained in pursuance of Section 301 of Companies Act, 1956 and exceeding the value of Five lacs rupees in respect of each party during the financial year.

vi. The company has not accepted any deposits from the public and hence this clause is not applicable.

vii. There is no internal audit system.

viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956.

ix. In respect of Statutory Dues:

a. According to the records of the Company, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance Fund, Income Tax, Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it have generally been regularly deposited during the year with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2012 for a period of more than six months from the date on which they became payable.

x. According to the record's of the company, there are no dues of Income tax, Value Added Tax, Customs tax/ Wealth tax, Excise duty/Cess which have not been deposited on account of any dispute.

xi. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xii. The Company has not made any defaults in payment of dues to bank.

xiii. In our opinion and according to information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv. 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 are not applicable to the Company.

xv. 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 are not applicable to the Company.

xvi. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvii. During the year, the Company has not taken any term loan.

xviii. According to the information and explanations given to us there are no funds raised on short term basis by the Company during the period under audit.

xix. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xx. The Company has not issued any Secured Debentures during the year.

xxi. The Company has not raised any money through public issue during the year.

xxii. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit nor have we been informed of such case by the management.

For S. P. Sule & Associates

Chartered Accountants

Registration No.:110543W

Milind Garud

Date : 19th May, 2012 Partner

Place : Mumbai M. No.: 048065


Mar 31, 2011

1) We have audited the attached Balance Sheet of ABM Knowledgeware Ltd as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's 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 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

4) Further to our comments in the Annexure referred to above, we report that:

a) 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;

b) 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;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) 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 to the extent applicable;

e) On the basis of written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of subsection (I) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and Notes to Accounts in Schedule K 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011;

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors' Report

i. Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. During the year, the Company has not carried out physical verification of assets.

c. There has been no disposal of fixed assets during the year.

ii. Inventory: In our opinion, there is no physical inventory in existence and hence the question of physical verification and it's comparison with the inventory record does not arise.

Hi. According to the information and explanations given to us, the Company, during the year, has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties as per the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b), (c) and (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the services are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventories, services and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. As explained to us, and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained in pursuance of Section 301 of Companies Act, 1956 and exceeding the value of Five lacs rupees in respect of each party during the financial year.

vi. The company has not accepted any deposits from the public and hence this clause is not applicable.

vii. There is no internal audit system. However, the Company has adequate internal control procedure involving internal checking of its financial record. viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956.

ix. Statutory Dues:

a. According to the records of the Company, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance Fund, Income Tax, Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it have generally been regularly deposited during the year with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2011 for a period of more than six months from the date on which they became payable except those mentioned below:

Nature of Payment Due Date Amount Payable

Advance Income Tax 15th June 2010 29,81,307

Advance Income Tax 15th Sept 2010 24,43,921

x. According to the record's of the company, there are no dues of Income tax, Value Added Tax, Customs tax/. Wealth tax, Excise duty/Cess which have not been deposited on account of any dispute. xi. The company does not have accumulated losses at the end of the financial year and the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xii. The Company has not made any defaults in payment of dues to bank.

xiii. In our opinion and according to information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiv. 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 are not applicable to the Company.

xv. 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 are not applicable to the Company.

xvi. The Company has not given any guarantees for loans

taken by others from banks or financial institutions. xvii. During the year, the Company has not taken any term

loan. xviii. According to the information and explanations given to us there are no funds raised on short term basis by the Company during the period under audit.

xix. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xx. The Company has not issued any Secured Debentures during the year.

xxi. The Company has not raised any money through public issue during the year.

xxii. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit nor have we been informed of such case by the management.

For S. P. Sule & Associates

Chartered Accountants Registration No.:114561W

Milind Garud Date : 30th May, 2011 Partner

Place : Mumbai Membership No. 048065


Mar 31, 2010

(1) We have audited the attached Balance Sheet of ABM Knowledgeware Ltd as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date and also 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 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

(4) Further to our comments in the Annexure referred to above, we report that:

(a) 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;

(b) 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;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) 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 to the extent applicable;

(e) On the basis of written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of subsection (I) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and Notes to Accounts in Schedule J 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors Report

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) During the year, the Company has not carried out physical verification of assets.

(c) There has been no disposal of fixed assets during the year.

(ii) In our opinion, there is no physical inventory in existence and hence the question of physical verification and its comparison with the inventory record does not arise.

(iii) According to the information and explanations given to us, the Company, during the year, has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties as per the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph (iii) (b), (c) and (d) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the services are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchases of inventories, services and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) As explained to us, and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained in pursuance of Section 301 of Companies Act, 1956 and exceeding the value of Five lacs rupees in respect of each party during the financial year.

(vi) The company has not accepted any deposits from the public and hence this clause is not applicable.

(vii) There is no internal audit system. However, the Company has adequate internal control procedure involving internal checking of its financial record.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956.

(ix) (a) According to the records of the Company, Provident Fund, Investor Education and Protection Fund, Employees State Insurance Fund, Income Tax, Value Added Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it have generally been regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31 st March, 2010 for a period of more than six months from the date on which they became payable.

(b) According to the records of the company, there are no dues of Income tax, Value Added Tax, Customs tax/ Wealth tax, Excise duty/Cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) There are no dues to a financial institution or bank.

(xii) In our opinion and according to information and explanation given to us, the company has not granted any 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 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 are not applicable to the Company.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) During the year, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us there are no funds raised on short term basis by the Company during the period under audit.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any Secured Debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit nor have we been informed of such case by the management.

For S. P. Sule & Associates Chartered Accountants Registration No.:110543W

S. P. Sule Proprietor

Date : 29th May, 2010 M. No.: 39399 Place : Mumbai


Mar 31, 2003

We have audited the attached Balance Sheet of ABM KNOWLEDGEWARE LIMITED as at 31st March 2003 and the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. 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.

We have 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 mis-statement. 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.

As required by the Manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Central Government under Section 227 (4A) of the Companies Act, 1956 and in terms of the information and explanations given to us and also on the basis of such checks as we considered appropriate, we further state that:

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals and no discrepancies were noticed on such physical verification.

2. The Fixed Assets of the Company have not been revalued during the year.

3. Stock of finished goods, stores, spare parts and raw material have been physically verified by the management during the year.

4. In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the company and the nature of its business.

5. The discrepancies noticed on verification between the physical stock and book records were not material in relation to the operations of the company.

6. On the basis of our examination of stock records, in our opinion, the valuation of stocks is fair and proper in accordance with normally accepted accounting principles and is on the same basis as in the preceding year.

7. The company has not taken loans, secured or unsecured from companies, firm or other parties listed in the register maintained under section 301/370(1 B) of the Companies Act, 1956.

8. The company has not given loans, secured or unsecured to companies, firm or other parties listed in the register maintained under section 301/370(1 B) of the Companies Act, 1956.

9. In respect of loans and advances in the nature of loan, given by the company to other parties and employees they are either paying the stipulated interest and principal or requisite provision have been made by the Company in its books of account.

10. There were no transactions for purchase of goods and materials and sale of goods, materials and services aggregating to Rs. 50,000/- or more in respect of each party made during the period in pursuance of contracts under section 301 of the Companies Act, 1956.

11. As explained to us the company has a regular procedure for determination of unserviceable or damaged stores, raw material and finished goods.

12. The Company has not accepted any deposits from the Public.

13. As explained to us the companys operations do not generate any by-products.

14. The Company has adequate internal control procedure involving internal checking of its financial record which is considered by us to be adequate for the purpose of internal audit.

15. Provisions of Section 209 (1)(d) are not applicable to the company.

16. The company is regular in depositing the Provident Fund and E. S. I. S. dues with the appropriate authorities.

17. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty and Excise Duty that were outstanding as at 31" March 2003 for a period of more than six months from the date they become payable.

18. No personal expenses have been charged to revenue accounts other than those payable under contractual obligation or in accordance with generally accepted business practice.

19. In respect of consultancy services rendered, the Company has a reasonable system of allocating man hours utilized to the relative jobs, commensurate with the size of the business.

20. The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities.

21. The Provision of any special status applicable to Chit fund, Nidhi or Mutual Benefit Society do not apply to the company.

22. Company is not a sick industrial company within meaning of provisions of Section 3 (1)(o) of the Sick Industrial Companies (Special Provisions) Act 1985.

23. With regard to the trading activities, we are informed that there were no damaged goods.

Further to the above we report that -

a) We have 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 appears from our examinations of those books;

c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

e) On the basis of the written representations received from the directors, and taken on records by the Board of Directors, none of the directors is disqualified as on 31" March 2003 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon 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:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2003;

ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For S. P. Sule & Associates Chartered Accountants

S.P. Sule Proprietor

Mumbai 30th June, 2003


Mar 31, 2001

We have audited the attached Balance Sheet of ABM KNOWLEDGEWARE LTD., as at 31st March, 2001, and the profit & Loss Account for the period ended on that date, annexed thereto.

We report as follows :-

As required by the Manufacturing and other Companies ( Auditors Report) Order, 1988, issued by the Company Law Board in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of the books and records examined by us and according to the information and explanations given to us during the normal course of audit and to the best knowledge and belief. We state on the matters specified in paragraph 4 and 5 of the said order as under :

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals and no discrepancies were noticed on such physical verification.

2. The Fixed Assets of the Company have not been revalued during the year.

3. The stocks of finished goods, stores, spare parts and raw material have been physically verified by the management during the year.

4. In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stock and the book records were not material in relation to the operations of the company.

6. On the basis of our examination of stock records, in our opinion, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principals and is on the same basis as in the preceding year.

7. The Company has not taken or given loans, secured or unsecured form or to companies, firm or other parties listed in the register maintained under section 301/370 (1B) of the Companies Act, 1956. In respect of loans and advances in the nature of loan, given by the company to other parties and employees, they are either paying the stipulated interest and principal or requisite provisions have been made by the company in its books of account.

8. There were no transactions for purchase of goods and materials and sale of goods, materials and services aggregating to Rs.50,000/- or more in respect of each party made during the period in pursuance of contracts under section 301 of the Companies Act, 1956.

9. The Company has not accepted any deposits from the Public.

10. The Company has adequate internal control procedure involving internal checking of its financial record which is considered by us to be adequate for the purpose of internal audit.

11. The company is regular in depositing the Provident Fund and E.S.I.S. dues with the appropriate authorities.

12. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-Tax, Wealth-Tax, Customs Duty and Excise Duty that were outstanding as at 31st March, 2001 for a period of more than six months from the date they become payable.

13. No personal expenses have been charged to revenue accounts other then those payable under contractual obligation; or in accordance with generally accepted business practice.

14. In respect of consultancy services rendered, the Company has a reasonable system of allocating man hours utilized to the relative jobs, commensurate with the size of the business.

15. The Company has not granted loans and advances on the basis of Security by way of pledge of shares, debentures and other securities.

16. The provisions of any special status applicable to Chit fund, Nidhi or Mutual Benefit society do not apply to the company.

17. The company is not a sick industrial company with in the meaning of the provisions of Section 3(1)(0) of the Sick Industrial Companies (Special Provisions) Act, 1985.

18. With regard to the trading activities, we are informed that there were no damaged goods.

19. Other Provisions of Manufacturing and other Companies (Auditors Report) Order, 1988 are not applicable to the Company for the Period under audit.

Further to our comments above :

a. We have 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 and profit and loss account dealt with by the report are in agreement with the books of accounts.

d. In our opinion the Balance Sheet and the profit and Loss Account complies with the requirements of the Mandatory Accounting Standards referred to in Section 211 (3C) of the Companies At, 1956.

e. On the basis of our review of the confirmation received from the companies in which the Directors of the Company are directors and the information and explanations given to us, none of the Directors of the Company, are prime facie, as at 31 st March, 2001 disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st march, 2001 and

(ii) In the case of Profit & LossAccount, of the Profit of the Company for the period ended on that date.

For S.P. Sule & Associates Chartered Accountants

S. P. Sule Proprietor

Dated : 15th June, 2001.

Find IFSC