Sep 30, 2011
We have audited the attached Balance Sheet of M/s. AGNITE EDUCATION
LIMITED ("formerly known as Teledata Informatics Ltd as at September
30, 2011 and the Profit and Loss Account and the Cash Flow Statement of
the Company for the 18 months period ended on that date annexed
thereto, in which are incorporated the returns from the USA Branch and
Dubai Branch audited by another firm of auditors. These financial
statements are the responsibility of the management of the Company. Our
responsibility is to express an opinion on these financial statements
based on our audit and audit reports of overseas branches auditors.
1. We have conducted the 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.
2. As required by the Companies Auditors Report Order, 2003, as
amended, issued by the Central Government of India in terms of section
227(4A) of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in the said order.
3. Financial Statements of overseas branches which reflect total
assets of Rs 0.03 crores as at September 30, 2011, total revenues of Rs
33.31 crores and net profits of Rs 0.20 crores for the period then
ended, have been audited by branch auditors whose reports have been
furnished to us and our opinion, in so far as it relates to the amounts
included in respect of these overseas branches is based solely on their
reports.
4. a. We draw attention to Note No.22 of Schedule Q on booking of
revenue on sale of products to marketing agents and legal action against debtors, wherever necessary.
b. We are unable to comment on the ultimate reliability of
investments amounting to Rs 110.33 crores in Rainforest Trading Limited
and amount advanced to Baytech Inc BVI to the tune of Rs 186.13 crores,
in the absence of audited financial statements for the last five years
of their ultimate subsidiary Esys Technologies Pte Limited which is the
substance of the said investments/advances as referred to in Note No.19
of Schedule Q.
We are unable to express an opinion on the ultimate reliability of
the said amounts.
5. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purpose of audit have
been received from the branches not visited by us;
iii. The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
iv. In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt by with this report have been prepared in
all material respects in compliance with the applicable Accounting
Standards referred to in Section 211(3C) of the Companies Act, 1956
except for non-compliance in respect of the reinstatement of debtors,
creditors and advances in accordance with Accounting Standard 11 -
"Effects of Changes in Foreign Exchange Rates" (Revised);
v. On the basis of written representations received from the directors
as on September 30, 2011 and taken on record by the Board of Directors
of the Company, none of the directors are disqualified as on September
30, 2011 from being appointed as a Director in terms of Section
274(1)(g) of the Companies Act, 1956.
6. Subject to the comments made in paragraph 4 and 5 above and the
effect in respect of which on the profit and loss account of the
Company for the period under consideration is not ascertainable, in our
opinion and to the best of our information and according to the
explanations given to us, the said accounts together with the notes
thereon give in the prescribed manner the information required by the
Companies Act, 1956 of India 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 September 30, 2011 and
ii. In the case of the Profit and Loss Account, of the loss for the
period ended on that date.
iii. In the case of the Cash Flow statement, of the cash flows for the
period ended on that date.
ANNEXURE referred to in paragraph 2 of our report of even date to the
members of AGNITE EDUCATION LIMITED for the 18 months period ended 30th
September 2011.
1. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed assets.
b. All the assets have not been physically verified by the management
during the period but there is a regular programme of verification,
which in our opinion, is reasonable having regard to the size of the
Company and nature of its assets. No material discrepancies were
noticed on such verification.
c. The Company has not disposed off substantial part of its fixed
assets during the period.
2. In our opinion, the valuation and maintenance of records of
inventories is not applicable to the present activities of the Company.
Therefore, clause (ii) of paragraph 4 of the order is not applicable to
the Company.
3. a. i. According to the information and explanations given to us, the
Company has granted interest-free unsecured loans to Eight parties
listed in the register maintained under section 301 of the Companies
Act, 1956. The maximum balance outstanding during the period was Rs
197.04 crores and the period end balance of the loans was Rs 188.73
crores.
ii. As explained to us by the management, the other terms and
conditions of the above said loans are prima facie not prejudicial to
the interest of the Company.
iii. The principal amount has not fallen due in this period as the same
is payable on demand.
iv. There are no overdue amounts of more than rupees one lakh in
respect of the loans granted and accordingly, paragraph 4 (iiii)(d) of
the Order is not applicable to the Company.
b. i. According to the information and explanations given to us, the
Company has taken interest-free unsecured loans from three parties
listed in the register maintained under section 301 of the Companies
Act, 1956. The maximum balance outstanding during the period was Rs
1841.60 crores and the period end balance of the loans was Rs 165.63
crores.
ii. As explained to us by the management, the other terms and
conditions of the above said loans are prima facie not prejudicial to
the interest of the Company.
iii. The principal amount has not fallen due for repayment during the
period.
4. In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of contents and consumables for projects are for the
Company's specialized requirements for which suitable alternate sources
are not available to obtain comparable quotations, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business with regard to purchase of contents
through approval by the technical committee, fixed assets and with
regard to the provision of services. In our opinion and according to
the information and explanations given to us , we have not observed any
continuing failure to correct major weaknesses in internal controls
except incase of the sale of goods and services wherein the Company
does not keep the details of the end users of the software licenses
sold through the agents.
5. i. In our opinion and according to the information and explanations
given to us, we are of the opinion that the transactions that need to
be entered in the register maintained under section 301 of the
Companies Act, 1956, have been so entered.
ii. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lakhs in
respect of any party during the period have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time. This being a technical matter, we have relied on the
management assessment.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from public as
per the provisions of section 58A and 58AA or any other relevant
provisions of the Companies Act,1956. Accordingly, paragraph 4(vi) of
the Order is not applicable to the Company.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. The Company has not been required by the Central Government to
maintain cost records under section 209 (1) (d) of the Companies Act,
1956. Accordingly, paragraph 4(viii) of the Order is not applicable to
the Company.
9. i. According to the information and explanations given to us, the
Company is not regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, employees' state
insurance, income tax, sales tax, wealth tax, service tax and other
statutory dues applicable to it. As explained to us, the Company did
not have any dues on account of customs duty and excise duty.
Further, since the Central Government has till date not prescribed the
amount of Cess payable under section 441A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the Company in depositing the same.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at September 30th, 2011 for a period of more than six
months from the date of becoming payable other than :
a. Provident fund previous year amounting Rs 0.29 Crores
10. The Company has no accumulated losses and has not incurred cash
losses during the immediately preceding financial year and during the
period of 18 months under audit.
11. Based on our audit procedures and according to the information and
explanations given to us, the Company has continuously defaulted in
repayment of dues to banks and the advances received by the Company
from the State Bank of India to the tune of Rs 314.99 crores and from
other banks to the tune of Rs 87.58 crores as on the Balance Sheet Date
have been classified as Non-Performing Assets (NPAs) by the Banks.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities. Accordingly, paragraph 4(xii) of the Order is not
applicable to the Company.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund / society. Accordingly, paragraph 4(xiii) of the Order is not
applicable to the Company.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. All securities and other investments have been held
by the Company in its own name except in case of investments in certain
foreign companies where shares are held by its directors/nominees as
referred to in Note No.19(a) of Schedule Q of notes to accounts wherein
the share certificate for the investments are not in possession of the
Company.
15. According to the information and explanations given to us, the
Company has given guarantees to banks and financial institutions for
loans taken by its wholly owned subsidiary Baytech Inc BVI for
investment in Esys Technologies Pte Limited, Singapore in respect of
which, we are informed that the same is not prejudicial to the
interests of the Company. The Company is of further opinion that the
corporate guarantees given to the parties other than the subsidiaries
are in the ordinary course of business and hence not prejudicial to the
interests of the Company.
16. In our opinion and according to the information and explanations
given to us, the Company did not have any Term Loans outstanding during
the period. Accordingly, paragraph 4(xvi) of the Order is not
applicable to the Company.
17. According to the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term
investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
period, to parties and companies covered in the register maintained
under section 301 of the Act. Accordingly, paragraph 4(xviii) of the
Order is not applicable to the Company.
19. According to the information and explanations given to us, the
Company has not issued any debentures during the period covered by our
audit. Accordingly, paragraph 4(xix) of the Order is not applicable to
the Company.
20. The Company has not raised any money by way of public issue during
the period. Accordingly, paragraph 4 (xx) of the Order is not
applicable to the Company.
21. 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.
For N R KRISHNAMOORTHY & CO.
Chartered Accountants
Firm Registration Number : 001492S
N R Krishnamoorthy
Partner
Membership Number : 20638
Place: Chennai
Date: 16.03.2012
Mar 31, 2010
We have audited the attached Balance Sheet of M/s. TELEDATA INFORMATICS
LTD ("the Company") as at March 31, 2010 and the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date annexed thereto, in which are incorporated the returns
from the USA Branch and Dubai Branch audited by another firm of
auditors. These financial statements are the responsibility of the
management of the Company. Our responsibility is to express an opinion
on these financial statements based on our audit and audit reports of
overseas branches auditors.
1. We have conducted the 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.
2. As required by the Companies Auditors Report Order, 2003, as
amended, issued by the Central Government of India in terms of section
227(4A) of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in the said order.
3. Financial Statements of overseas branches which reflect total
assets of Rs. 143.43 crores as at March 31, 2010, total revenues of
Rs.59.00 crores and net profits of Rs. 2.45 crores for the year then
ended, have been audited by branch auditors whose reports have been
furnished to us and our opinion, in so far as it relates to the amounts
included in respect of these overseas branches is based solely on their
reports.
4. a. We draw attention to Note No.20 of Schedule Q on booking of
revenue on sale of products to marketing agents. The quantification and
evaluation of amounts for products lying unsold cannot be determined.
b. We are unable to comment on the ultimate realisability of
investments amounting to Rs.110.33 crores in Rainforest Trading Limited
and amount advanced to Baytech Inc BVI to the tune of Rs.186.13 crores,
due to ongoing litigation against eSys Technologies Pte Limited which
is the substance of the said investments/advances as referred to in
Note No.15 of Schedule Q
c. We draw attention to Note No.18 of Schedule Q regarding bank
guarantees amounting to Rs.2.21crores which have been invoked by
customers during the year with regard to which no provision or
adjustment has been made as the same is considered good and recoverable
in the opinion of the management and yet to be realized from the said
customers as at the Balance Sheet date.
We are unable to express an opinion on the ultimate realisability of
the said amounts.
5. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for
the purposes of our audit;
ii. In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our
examination of those books and proper returns adequate for the purpose
of audit have been received from the branches not visited by us;
iii. The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement
with the books of account;
iv. In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt by with this report
have been prepared in all material respects in compliance with the
applicable Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956 except for non-compliance in respect of prescribed
method of valuation of Employee Benefits and required disclosure in
accordance with Accounting Standard 15 Ã "Employee Benefits" (Revised)
and non-compliance in respect of the reinstatement of debtors,
creditors and advances in accordance with Accounting Standard 11 Ã
"Effects of Changes in Foreign Exchange Rates" (Revised);
v. On the basis of written representations received from the directors
as on March 31, 2010 and taken on record by the
Board of Directors of the Company, none of the directors are
disqualified as on March 31, 2010 from being appointed as a Director in
terms of Section 274(1)(g) of the Companies Act, 1956
6. Subject to the comments made in paragraph 4 and 5 above and the
effect in respect of which on the profit and loss account of the
Company for the period under consideration is not ascertainable, in our
opinion and to the best of our information and according to the
explanations given to us, the said accounts together with the notes
thereon give in the prescribed manner the information required by the
Companies Act, 1956 of India 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 March 31, 2010 and ii. In the case of the Profit and
Loss Account, of the profit for the year ended on that date. iii. In
the case of the Cash Flow statement, of the cash flows for the year
ended on that date.
ANNEXURE referred to in paragraph 2 of our report of even date to the
members of TELEDATA INFORMATICS LTD for the year ended 31st March 2010.
1. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b. All the assets have not been physically verified by the management
during the year but there is a regular programme of verification, which
in our opinion, is reasonable having regard to the size of the Company
and nature of its assets. No material discrepancies were noticed on
such verification.
c. The Company has not disposed off substantial part of its fixed
assets during the year.
2. In our opinion, the valuation and maintenance of records of
inventories is not applicable to the present activities of the Company.
Therefore, clause (ii) of paragraph 4 of the order is not applicable to
the Company.
3. a.
I. According to the information and explanations given to us, the
Company has granted interest-free unsecured loans to seven parties
listed in the register maintained under section 301 of the Companies
Act, 1956. The maximum balance outstanding during the year was
Rs.202.52 crores and the year end balance of the loans was Rs. 191.41
crores.
ii. As explained to us by the management, the other terms and
conditions of the above said loans are prima facie not prejudicial to
the interest of the Company.
iii. The principal amount has not fallen due in this year as the same
is payable on demand.
iv. There are no overdue amounts of more than rupees one lakh in
respect of the loans granted and accordingly, paragraph 4 (iv)(d) of
the Order is not applicable to the Company.
b.
i. According to the information and explanations given to us, the
Company has taken interest-free unsecured loans from three parties
listed in the register maintained under section 301 of the Companies
Act, 1956. The maximum balance outstanding during the year was
Rs.178.11 crores and the year end balance of the loans was Rs.162.77
crores.
ii. As explained to us by the management, the other terms and
conditions of the above said loans are prima facie not prejudicial to
the interest of the Company.
iii. The principal amount has not fallen due for repayment during the
year.
4. In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of contents and consumables for projects are for the
Companys specialized requirements for which suitable alternate sources
are not available to obtain comparable quotations, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business with regard to purchase of contents
through approval by the technical committee, fixed assets and with
regard to the provision of services. In our opinion and according to
the information and explanations given to us , we have not observed any
continuing failure to correct major weaknesses in internal controls
except incase of the sale of goods and services wherein the Company
does not keep the details of the end users of the software licenses
sold through the agents.
5.
i. In our opinion and according to the information and explanations
given to us, we are of the opinion that the transactions that need to
be entered in the register maintained under section 301 of the
Companies Act, 1956, have been so entered.
ii. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time. This being a technical matter, we have relied on the management
assessment.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from public as
per the provisions of section 58A and 58AA or any other relevant
provisions of the Companies Act,1956. Accordingly, paragraph 4(vi) of
the Order is not applicable to the Company.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. The Company has not been required by the Central Government to
maintain cost records under section 209 (1) (d) of the Companies Act,
1956. Accordingly, paragraph 4(viii) of the Order is not applicable to
the Company.
9. i. According to the information and explanations given to us, the
Company is not regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
employees state insurance, income tax, sales tax, wealth tax, service
tax and other statutory dues applicable to it. As explained to us, the
Company did not have any dues on account of customs duty and excise
duty.
Further, since the Central Government has till date not prescribed the
amount of Cess payable under section 441A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the Company in depositing the same.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31st, 2010 for a period of more than six months
from the date of becoming payable other than:
a. income tax of earlier years amounting to Rs.38.44 crores and
advance income tax payable for the financial year 2009- 10 of Rs.0.16
Crores and
b. wealth tax, the amount in respect of which has not been ascertained
by the Company.
ii. According to the information and explanations given to us, there
are no dues of sales tax, wealth tax, service tax and Cess which have
not been deposited on account of any dispute. However, according to the
information and explanations given to us, the following dues of income
tax under the Income Tax Act, 1961 have not been deposited by the
Company on account of disputes:
Assessment Disputed amount Appeal Pending Before
Year (Rs. in crores)
1998-1999 0.38 The Income Tax Appellate
Tribunal, Chennai
1999-2000 1.10 The Income Tax Appellate
Tribunal, Chennai
2000-2001 2.74 The Income Tax Appellate
Tribunal, Chennai
2003-2004 0.93 Honorable High Court of
Madras
2004-2005 0.47 The Commissioner of Income
Tax, Appeals
2006-2007 1.71 The Commissioner of Income
Tax, Appeals
2007-2008 12.71 The Commissioner of Income
Tax, Appeals
10.The Company has no accumulated losses and has not incurred cash
losses during the immediately preceding financial year and during the
financial year under audit.
11.Based on our audit procedures and according to the information and
explanations given to us, the Company has defaulted in repayment of
dues to banks and the advances received by the Company from the State
Bank of India to the tune of Rs.314.99crores as on the Balance Sheet
Date have been classified as Non-Performing Assets (NPAs) by the Bank
with effect from June 2009.
12.In our opinion and according to the information and explanations
given to us, the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities. Accordingly, paragraph 4(xii) of the Order is not
applicable to the Company.
13.In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi / mutual benefit
fund / society. Accordingly, paragraph 4(xiii) of the Order is not
applicable to the Company.
14.According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. All securities and other investments have been held
by the Company in its own name except in case of investments in certain
foreign companies where shares are held by its directors/nominees as
referred to in Note No.15(a) of Schedule Q of notes to accounts wherein
the share certificate for the investments are not in name of the
Company.
15.According to the information and explanations given to us, the
Company has given guarantees to banks and financial institutions for
loans taken by its wholly owned subsidiary Baytech Inc BVI for
investment in Esys Technologies Pte Limited, Singapore in respect of
which, we are informed that the same is not prejudicial to the
interests of the Company. The Company is of further opinion that the
corporate guarantees given to the parties other than the subsidiaries
are in the ordinary course of business and hence not prejudicial to the
interests of the Company.
16.In our opinion and according to the information and explanations
given to us, the Company did not have any Term Loans outstanding during
the year. Accordingly, paragraph 4(xvi) of the Order is not applicable
to the Company.
17.According to the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term
investment.
18.According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
year, to parties and companies covered in the register maintained under
section 301 of the Act. Accordingly, paragraph 4(xviii) of the Order is
not applicable to the Company.
19.According to the information and explanations given to us, the
Company has not issued any debentures during the period covered by our
audit. Accordingly, paragraph 4(xix) of the Order is not applicable to
the Company.
20.The Company has not raised any money by way of public issue during
the year. Accordingly, paragraph 4 (xx) of the Order is not applicable
to the Company.
21.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.
For N R KRISHNAMOORTHY & CO.
Chartered Accountants
Firm Registration Number: 001492S
N R Krishnamoorthy
Partner
Membership Number: 20638
Place: Chennai
Date: 30.08.2010
Mar 31, 2009
We have audited the attached Balance Sheet of M/s. TELEDATA INFORMATICS
LTD ("the Company") as at March 31, 2009 and the Profit and Loss
Account for the year ended on that date annexed thereto in which are
incorporated the returns from the USA Branch and Dubai Branch audited
by another firm of auditors. These financial statements are the
responsibility of the management of the Company. Our responsibility is
to express an opinion on these financial statements based on our audit
and audit reports of overseas branch auditors.
1. We have conducted the 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.
We believe that our audit provides a reasonable basis for our opinion.
2. As required by the Companies Auditors Report Order, 2003 issued by
the Central Government of India in terms of section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in the said order.
3.Financial Statements of overseas branches which reflect total assets
of Rs. 172.71 crores as at March 31, 2009, total revenues of Rs. 141.99
crores and net profits of Rs.16.66 crores for the year then ended, have
been audited by branch auditors whose reports have been furnished to us
and our opinion, in so far as it relates to the amounts included in
respect of these overseas branches is based solely on their reports.
4. a. We draw attention to Note No.20 of Schedule Q on booking of
revenue on sale of products to marketing agents. The quantification an
devaluation of for products lying unsold cannot be determined
b. In the absence of audited financials for the last three years, we
are unable to comment on the ultimate readability of investments
amounting to Rs. 110.3:f crores in Rainforest Trading Limited and
amount advanced to Baytech Inc BVI Rs.186.13 crores.
c. We draw attention to NoteNo.18 of Schedule Q regarding bank
guarantees amounting to Rs.297.63 crores which have been invoked by
customers during they out of whic has sum of Rs.lks crores is yet to be
realized from the Balance Sheet date.
We are unable to express an opinion on the ultimate read ability said
amounts.
S.Further to our comments in the Annexure referred to above, we state
that:
i. 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.
ii. In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purpose of audit have
been received from the branches not visited by us.
iii. The Balance Sheet and the Profit and Loss Account dealt with by
this report are in agreement with the books of account.
iv.ln our opinion, the Balance Sheet and the Profit and Loss Account
dealt by with this report have been prepared in all material respects
in compliance with the applicable accounting standards issued by the
Institute of Chartered Accountants of India referred to in Section
211(3C) of the Companies Act, 1956 except for non-compliance in respect
of prescribed method of valuation of Employee Benefits and required
disclosure in accordance with Accounting Standard 15 - "Employee
Benefits" (Revised) and non-compliance in respect of the reinstatement
of debtors, creditors and advances in accord with Accounting Standard.
6. On the basis of written representations received from the directors
as on March 31, 2009 and taken on record by the Board of directors of
the Company, none of the directors are disqualified as on March 31,
2009 from being appointed as a Director in terms of Section 274(l)(g)
of the Companies Act, 1956.
7. Subject to the comments made paragraph 4 and 5 above and the effect
in respect of which on the profit and loss account of the Company for
the period under consideration is not ascertainable In our opinion and
to the best of our information and according to the explanations given
to us, the Balance Sheet and the Profitand Loss Account together with
the notes thereon give in the prescribed manner the information
required by the Companies Act, 1956 of India and give a true and fair
view:
i. In the case of the Balance Sheet, the state of affairs of the
company as at March 31, 2009 and
ii. In thecaseofthe Profitand Loss Account, of the
Profitfortheyearended on that date.
iii. In the case of the Cash Flow statement, of the cash flows for the
year ended on that date.
ANNEXURE referred to in paragraph 5 of our report of even date to the
members of TELEDATA INFORMATICS LTD for the year ended 31st March 2009.
l.a.The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b. All the assets have not been physically verified by the management
during the year but there is a regular programme of verification, which
in our opinion, is reasonable having regard to the size of the company
and nature of its assets. No material discrepancies were noticed on
such verification.
2. In our opinion, the valuation and maintenance of records of
inventories is not applicable to the present activities of the Company.
Therefore, clause (ii) of paragraph 4 of the order is not applicable to
the company.
3.a.According to the information and explanations given to us, the
company has granted interest-free unsecured loans to seven parties
listed in the register maintained under section 301 of the Companies
Act, 1956. The maximum balance outstanding during the year was
Rs.203.51 crores and the year end balance of the loans was Rs. 199.72
crores. As explained to us by the management, the other terms and
conditions of the above said loans are not prejudicial to the interests
of the company. b. According to the information and explanations given
to us, the company has taken interest-free unsecured loans from three
parties listed in the register maintained under section 301 of the
Companies Act, 1956. The maximum balance outstanding during the year
was Rs. 149.31 crores and the year end balance of the loans was Rs.
155.41 crores. As explained to us by the management, the other terms
and conditions of the above said loans are not prejudicial to the
interests of the company.
4. In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of contents and consumables for projects are for the
companys specialized requirements for which suitable alternate sources
are not available to obtain comparable quotations, there are adequate
internal control procedures commensurate with the size of the company
and the nature of its business with regard to purchase of contents
through approval by the technical committee, fixed assets and with
regard to the sale of services. During the year, the management has
taken steps to strengthen certain weaknesses in general controls in
technical departments to make these commensurate to the size and nature
of the business. In our opinion and according to the information and
explanations given to us , we have not observed any continuing failure
to correct major weaknesses in internal controls except incase of the
sale of goods and services wherein the company does not keep the
details of the end users of the software licenses sold through the
agents.
5.i. According to the information and explanations given to us, we are
of the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956, have
been so entered.
ii. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding in value of rupees five lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time. This being a technical matter, we have relied on the management
assessment.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from public as
per the provisions of section 58A and 58AA or any other relevant
provisions of the Companies Act,1956. The Compounding application filed
by the company with the Company Law Board based on show cause notice
received was heard and the Honourable Company Law Board has allowed
compounding of offences and order was passed in favour of the Company .
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business. The companys
internal audit is conducted by a firm of Chartered Accountants.
However, the internal audit scope needs to be strengthened in order to
make it commensurate with the size and nature ofitsbusiness.
8. The company has not been required by the Central Government to
maintain cost records under section 209 (1) (d) of the Companies Act,
1956.
9. i . According to the information and explanations given to us, the
company is generally regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, employees state
insurance, income tax, sales tax, service tax, customs duty, excise
duty, cess and other statutory dues applicable to it
except in the case of wealth tax in respect of which no provision has
been made. According to the information and explanations given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31st, 2009 for a period of more than six months
from the date of becoming payable other than income tax of earlier
years amounting to Rs.36.37 crores and advance income tax payable for
the year of Rs.2.07 crores.
ii. According to the records of the company, there are no dues of sales
tax, wealth tax, service tax, customs duty and excise duty/cess which
have not been deposited on account of any dispute, except in respect of
Income tax which have not been deposited on account of matters pending
before appropriate authorities as under:
Disputed
amount
Assessment Year (in Rs crores) Appeal Pending Before
1998-1999 0.30 The Commissioner of Income
Tax,Appeals
The Commissioner of Income
1999-2000 0.86 Tax, Appeals
2000-2001 2.15 The Commissioner of lncome
Tax, Appeals
2003-2004 0.93 Honorable High Court
of Madras
The Income Tax Appellate
2004-2005 0.02 Tribunal, Chennai
The Commissioner of
Income Tax,
2006-2007 1.71 Appeals
10. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the company has
defaulted in repayment of dues to banks which as on the date of balance
sheet stood at ã.107.01 crores.
11. The company has no accumulated losses and has not incurred cash
losses during the financial year and the immediately preceding
financial year.
12. In our opinion and according to the information and explanations
given to us, the company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. 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.
14. In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. All securities and other
investments have been held by the company in its own name except in
case of investments in certain foreign companies where shares are held
by its directors/nominees as referred to in Note No. 15(a) of Schedule.
15. According to the information and explanations given to us, the
company has given guarantees to banks and financial institutions for
loans taken by its wholly owned subsidiary Baytech Inc BVI for
investment in Esys Technologies Pte Limited, Singapore in respect of
which, we are informed that the same is not prejudicial to the
interests of the company. The company is of further opinion that the
corporate guarantees given to the parties other than the subsidiaries
are in the ordinary course of business and hence not prejudicial to the
interests of the company.
16. In our opinion and according to the information and explanations
given to us, the company has not taken any Term Loans from Banks during
the year.
17. According to the information and explanations given to us and on
overall examination of the balance sheet of th Company, we report that
no funds raised on short-term basis have been used for long-term
investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
year, to parties and companies covered in the register maintained under
section 301 of the Act.
19. According to the information and explanations given to us, the
company has not issued any debentures during the period covered by our
audit. Accordingly provision of clause 4(xix) of the companies
(Auditors report) order,2003 are not applicable to the company.
20. The company has not raised any money by way of public issue during
the year.
21. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during
thecourseof ouraudit.
ForN.R.KRISHNAMOORTHY & CO.
Chartered Accountants
N.R.Krishna moorthy
Partner
Membership No.: 20638
Place: Chennai
Date: 30/06/2009