Auditor Report of Aurionpro Solutions Ltd.
Mar 31, 2023
Aurionpro Solutions Limited
Report on the Audit of the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Aurionpro Solutions Limited ("the Companyâ), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements")
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 reguired by the Companies Act, 2013 ("the Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, the profit and the total comprehensive income, changes in equity and its cash flows for the year ended on that date.
2. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SA''s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical reguirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these reguirements and the ICAI''s Code of Ethics. 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.
Key Audit Matters
3. Key Audit Matters (''KAM'') are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current audit period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our report.
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Key Audit Matter |
Auditors'' Response |
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(1) Revenue from Fixed Price Contracts: Revenue from fixed price contracts, where the performance obligations are satisfied over time, has been recognized using the percentage of completion method and computed as per the input method based on the Company''s estimate of contract costs. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The application of Ind AS 115 âRevenue from Contracts with Customers" involves Key judgements relating to (1) identification of distinct performance obligations (2) determination of transaction price of the said identified performance obligations (3) allocation of transaction price to the said performance obligations (4) basis for recognition of revenue over a period. Refer Note 26.1 to the Standalone Financial Statements. |
We tested the effectiveness of controls relating to recording and computing revenue and associated contract assets, unearned and deferred revenue balances. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under: ⢠Selected samples of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We performed procedures involving enquiry and observation, verification of evidence in respect of operation of these controls. ⢠Tested the IT systems'' access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the said Ind AS. Selected a sample of continuing and new contracts and performed certain procedures. |
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Key Audit Matter |
Auditors'' Response |
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(2) Net realisable value (NRV) of Inventory The Company deals in information technology products, which includes hardware, software and assembling of machines which may be subject to changing customer demands and technology evolution over the time. Company uses IT technology / products primarily in assembling / resale of the above products. Significant degree of judgment is thereby required to assess the NRV of the inventories and appropriate write down of items. Such judgment includes Company''s expectations for future sale, inventory liquidation plans and future selling prices less cost to sell & modification cost. In view of the above, assessment of NRV and its consequential impact, if any on the carrying value of software & hardware including assemble machines has been identified as a key audit matter. Refer Note 9 to the Standalone Financial Statements. |
In view of the significance of the matter we applied the following audit procedures in this area, among others, to obtain sufficient audit evidence: Assessed the appropriateness of the accounting policy for inventories as per relevant Indian accounting standards. ⢠Evaluated the design and implementation of key internal financial controls with respect to determination of NRV and tested the operating effectiveness of such controls on selected transactions. ⢠Verified inventory ageing report by testing samples, selected using statistical sampling method. ⢠Tested the weighted average rate computation of inventory samples, selected using statistical sampling method. Evaluated the judgement and assumptions taken for valuation of inventory. |
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(3) Allowance for credit losses The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the geographical location where it operates. In calculating expected credit loss, the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future. We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses. Refer Note 33 to the Standalone Financial Statements. |
Our audit procedures related to the allowance for credit losses for trade receivables and unbilled revenue included the following, among others: We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions (2) completeness and accuracy of information used in the estimation of probability of default and (3) Computation of the allowance for credit losses. For a sample of customers: We tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. We tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. |
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(4) Investment impairment assessment The Company has investments in subsidiaries and associates. These investments are accounted for at cost less impairment. If an impairment exists, the recoverable amounts of the above investment are estimated in order to determine the extent of the impairment loss, if any. Determination of triggers for impairment in value of these investments and recoverable amount involves significant estimates and judgements. Refer Note 5 to the Standalone Financial Statements. |
Evaluation of impairment risk and assessing whether triggers exist for any investment based on consideration of external and internal factors affecting the value and performance of the investment. Our audit procedures included: ⢠Obtained management assessment of recoverable amount for investments where impairment risk is identified. ⢠Evaluated the mathematical accuracy of the cash flow projection and assessed the underlying key assumptions in management''s valuation models used to determine recoverable amount considering external data, including assumptions of projected EBITDA, revenue growth rate, terminal growth rates, discount rates, and assessed the sensitivity of the assumptions on the impairment assessment and assessed the forecasts against the historical performance. Assessed the appropriateness of the related disclosures in the standalonefinancial statements. |
Information Other than the Standalone Financial Statements and
Auditor''s Report Thereon
4. The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Director''s Report including annexures to Director''s Report, Corporate Governance Report and Shareholder''s information, but does not include the standalone financial statements and our auditors'' report thereon, which we obtained prior to the date of this auditor''s report, and the Annual report, which is expected to be made available to us after that date.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
5. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to date of this audit report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Management''s Responsibilities for the Standalone Financial Statements
6. The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding of 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 adeguate 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
7. In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial
Statements
8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adeguate internal financial controls system with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadeguate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the "Annexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
10. As required by Section 143(3) of the Act, based on our audit we report that to the extent applicable:
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 (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended;
e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2023 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the existence of internal financial control with reference to financial statements and its operating effectiveness on the company.
g) In our opinion and to the best of our information and according to the explanations given to us, the company has paid no remuneration to its directors during the year. Accordingly, the provisions of section 197 of the Act are not applicable.
h) 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations and
hence there is no impact thereof on its financial position in its standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts and hence there are no material foreseeable losses from these contracts.
iii. There is no amount as on 31st March 2023, which is required to be transferred by the Company to the Investors Education and Protection Fund.
iv. a)The Management has represented that, to the best of
its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b)The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entity ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. 1st April, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March, 2023
vi. As stated in Note 17.2 to the standalone financial statements,
a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
For CHOKSHI & CHOKSHI LLP Chartered Accountants FRN: 101872W/W100045Vineet Saxena
(Partner)
Place: Navi Mumbai M. No. 100770
Date: 16th May 2023 UDIN: 23100770BGXLHA1883
Mar 31, 2018
Report on the Standalone Ind AS Financial Statements:
We have audited the accompanying standalone Ind AS financial statements of AURIONPRO SOLUTIONS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement, the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (âthe standalone Ind AS financial statementsâ).
Managementâs Responsibility for the Standalone Ind AS Financial Statements:
The Companyâs Board of Directors is responsible for the matters stated in the Section 134 (5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
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 the 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility:
Our responsibility is to express an opinion on these standalone Ind AS 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 and the Order under Section 143 (11) of the Act.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, 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 auditorâs 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 controls relevant to the Companyâs preparation of the standalone Ind AS 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 Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.
Opinion:
In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS 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, 2018, its profit, including other comprehensive loss, its cash flows and the changes in the equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements:
1) As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2) As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 including other comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
e. On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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 âAnnexure Bâ to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting; and
g. With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditorâs) Rules, 2014 as amended, 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 litigation on its financial position in its standalone Ind AS financial statements. Refer Note 32(ii) to the standalone Ind AS 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;
Other Matter:
The transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the then auditors whose report for the year ended March 31, 2016 dated May 30, 2016 expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
(i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) As explained to us, the fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for the physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) In our opinion and according to the information and explanation given to us and on the basis of an examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventory, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year end, written confirmations have been obtained. There is no discrepancy noticed on verification between the physical stocks and book records.
(iii) In our opinion and according to the information and explanations given to us, the 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 (âthe Actâ). Accordingly, clause 3(iii)(a) to 3(iii)(c) are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to loans, investments, guarantees made.
The Company has taken loan amounting to Rs.1031.80 lakhs from one of its step down subsidiaries, in which Directors of the Company are interested. According to the information and explanations given to us, the Company has complied with provisions of Section 185 of the Companies Act, 2013 in respect of above mentioned borrowing from Sena Systems Private Limited.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any public deposits as per the directives issued by the Reserve Bank of India in accordance with the provision of Sections 73 to 76 or any other relevant provision of the Act and rules framed there-under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us by management, the Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the act for any of the goods sold and service/activities rendered by the Company.
(vii) a) In our opinion and according to the information and explanations given to us, the Company has generally been regular in depositing applicable undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, sales tax, wealth tax, service tax, custom duty, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities during the year. except that in certain instances there have been delays.
b) According to the records of the Company and representation made available to us by the Company, there are no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute, except the following.
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Name of the statue |
Nature of dues |
Amount under dispute (Rs. in lakhs) |
Amount paid under protest (Rs. in lakhs) |
Period to which the amount relates |
Forum where dispute is pending |
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The Central Excise Act, 1944 |
Excise Duty |
410.52 |
- |
January 2004 to January 2007 |
CESTAT |
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23.57 |
- |
February 2007 to January 2008 |
CESTAT |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in repayment of loans or borrowings to financial institutions and banks. The Company does not have any loans or borrowings from government and has not issued any debentures.
(ix) In our opinion and according to the information and explanation given to us, the term loans taken by the Company have been applied for the purpose for which they were raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.
(x) According to the information and explanations given to us and best of our knowledge, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of Section 197 read with Schedule V to the Act.
(xii) According to information and explanations given to us, the Company is not a Nidhi Company as specified in the Nidhi Rules, 2014. Accordingly paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to information and explanations given to us, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting under paragraph 3 (xiv) of the Order is not applicable to the Company.
(xv) According to information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him and hence clause 3(xv) of the Order is not applicable to the Company.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Section 143 (3)(i) of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of AURIONPRO SOLUTIONS LIMITED (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls:
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (âthe Guidance Noteâ) issued by the Institute of Chartered Accountants of India (âthe ICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act
Auditorsâ Responsibility:
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and specified under Section 143 (10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting:
A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting:
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion:
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For Chokshi & Chokshi LLP
Chartered Accountants
FRN - 101872W/W100045
Vineet Saxena
(Partner)
M.No.100770
Place: Mumbai
Date: August 6, 2018
Mar 31, 2016
To the Members of Aurionpro Solutions Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Aurionpro Solutions Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").
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 and presentation 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 issued by Institute of Chartered Accountants of India 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 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 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 standalone 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 31 March 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("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 give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 purpose of our audit of the aforesaid standalone financial statements;
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 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of sub-section (2) of Section 164 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 standalone financial statements - Refer Note 30 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2016.
The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.
(b) The Company has a regular programmed of physical verification of its fixed assets by which all fixed assets are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification during the year.
(c) In our opinion and according to the information and explanations given to us and on the basis of an examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been dealt with in the books of account.
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 of the Act. Accordingly, paragraphs (iii) (a) and (b) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and Section 186 of the Act, with respect to the loans, investments and guarantees made.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public as per the directives issued by the Reserve Bank of India in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi. As informed to us by the management, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the goods sold and services/activities 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, duty of Customs, duty of Excise, Value added tax, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities except for Service tax where there have been significant delays in number of cases.
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, duty of Customs, duty of Excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable except for Service tax details of which is as follows:
|
Name of the statute |
Nature of dues |
Amount (Rs. in lakhs) |
Period to which the amount relates |
Due date |
Date of payment |
|
The Finance Act, 2004 |
Service tax (including interest) |
0.96 |
August 2015 |
5 September 2015 |
Not paid |
|
32.61 |
September 2015 |
5 October 2015 |
Not paid |
(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales tax, Service tax, duty of Customs and Value added tax which have not been deposited with the appropriate authorities on account of any disputes.
According to the information and explanations given to us, the following statutory dues have not been deposited by the Company on account of disputes:
|
Name of the statute |
Nature of dues |
Amount under dispute (Rs. in lakhs) |
Amount paid under protest(Rs. in lakhs) |
Period to Forum which the where amount dispute is relates pending |
|
|
Central Excise Act, 1944 |
Excise Duty |
410.52 |
January 2004 to January 2007 |
CESTAT |
|
|
23.57 |
February 2007 to January 2008 |
CESTAT |
|||
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in repayment of loans or borrowings to financial institutions and banks. The Company does not have any loans or borrowings from government and has not issued any debentures.
ix. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. According to the information and explanations given to us, the Company is not a Nidhi Company as specified in the Nidhi Rules, 2014. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and Section 188 of the Act, where applicable and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us, the Company has made preferential allotment of shares during the year. In our opinion, the Company has complied with the requirement of Section 42 of the Act and the amounts raised have been used for the purposes for which the funds were raised. The Company has not made any private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
xvi. According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
We have audited the internal financial controls over financial reporting of Aurionpro Solutions Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under sub-section (10) of Section 143 of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:
(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For B S R & Co. LLP Chartered Accountants Firm''s Registration No: 101248W/W-100022
Bhavesh Dhupelia Partner Membership No: 042070
Mumbai 30 May 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Aurionpro Solutions Limited ("the Company"), which comprise the Balance
Sheet as at 31 March 2015 and the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of the
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.
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
issued by Institute of Chartered Accountants of India 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 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, 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 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 standalone 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 31 March 2015 and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 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
purpose of our audit;
b. in our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
c. the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of accounts;
d. in our opinion, the aforesaid 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 written representations received from the directors
of the Company as on 31 March 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31 March 2015
from being appointed as a Director in terms of sub-section 2 of Section
164 of the Act; and
f. 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 standalone financial statements - Refer Note
30 to the standalone financial statements;
ii. the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses; and
iii. there has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company during the year ended 31 March 2015.
Annexure to the Independent Auditors' Report - 31 March 2015 (Referred
to in our report of even date)
With reference to the Annexure referred to in the Independent Auditors'
Report to the Members of Aurionpro Solutions Limited ('the Company') on
the standalone financial statements for the year ended 31 March 2015,
we report the following:
i. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified annually. In our
opinion, this periodicity of physical verification is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification during the
year.
ii. (a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of verification is
reasonable. Inventories lying with outside parties have been confirmed
by them as at year end.
(b) The procedures for the physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventories. The
discrepancies noticed on verification between the physical stocks and
the book records were not material and these have been dealt with in
the books of account.
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 of the Act. Accordingly, paragraphs (iii) (a) and (b)
of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and inventories and with regard to sale of
services and goods. We have not observed any major weaknesses in the
internal control system during the course of the audit.
v. In our opinion, and according to the information and explanations
given to us, the Company has not accepted deposits as per the
directives issued by the Reserve Bank of India under the provisions of
Sections 73 to 76 or any other relevant provisions of the Act and the
rules framed there under. Accordingly, paragraph (v) of the Order is
not applicable to the Company.
vi. As informed to us by the management, the Central Government has not
prescribed the maintenance of cost records under sub-section 1 of
Section 148 of the Act for any of the goods sold and
services/activities rendered by the Company.
(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, duty of Customs, duty of Excise, Value added
tax, Cess and other material statutory dues have been generally
regularly deposited during the year by the Company with the appropriate
authorities except for dues towards Service tax where there have been
significant delays in number of cases, which have been regularized at
year end. As explained to us, the Company did not have any dues on
account of Wealth tax.
According to the information and explanations given to us and on the
basis of our examination of the records of the Holding Company, amounts
deducted/accrued in the books of account in respect of Service tax have
been deposited with the appropriate authorities after significant
delays in number of cases. However, these delays have been regularized
at year end.
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, Service tax, duty of Customs,
duty of Excise, Value added tax, Cess and other material statutory dues
were in arrears as at 31 March 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 Sales tax, Service tax, duty of Customs, Value added tax
and Cess which have not been deposited with the appropriate authorities
on account of any disputes.
According to the information and explanations given to us, the
following statutory dues have not been deposited by the Company on
account of disputes:
Amount
Name of paid
the Nature Amount under
Statute of dues demanded protest
Income-tax Transfer 446.35 -
Act, 1961 pricing
demand
Central Excise 410.52 -
Excise Act, Duty
1944
Central Excise 23.57 -
Excise Act, Duty
1944
Name of the Statue Period to Forum
which where
amount dispute is
relates pending
Income-tax
Act, 1961 AY 2011- CIT
2012 (Appeals)
Central
Excise Act,
1944 January CESTAT
2004 to
January
2007
Central
Excise Act,
1944 February CESTAT
2007 to
January
2008
(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 the 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 financial year. The Company has not incurred any cash losses in the
current year and 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
banks and financial institutions. The Company did not have any
outstanding dues to any debenture holders during the year.
x. According to the information and explanations given to us, the terms
and conditions on which the Company has given guarantees for loans
taken by others from banks or financial institutions are not, prima
facie, prejudicial to the interest of the Company.
xi. In our opinion and according to the information and explanations
given to us, the term loans taken by the Company have been applied for
the purpose for which they were raised.
xii. 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 B S R & Co. LLP
Chartered Accountants
Firm's Registration No:101248W/W-100022
Mumbai Bhavesh Dhupelia
28 May 2015 Partner
Membership No: 042070
Mar 31, 2014
We have audited the accompanying financial statements of Aurionpro
Solutions Limited (''the Company''), which comprise the Balance Sheet as
at 31 March 2014, 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 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 ("the Act") read with the General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013. 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.
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 risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is suffcient 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 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:
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2014;
ii. in the case of the Statement of profit and Loss, of the profit of
the Company for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Other matters
The financial statements of the Company for the year ended 31 March 2013
were audited and reported by another firm of Chartered Accountants, who
expressed an unmodifed opinion on those statements; vide their opinion
dated 28 May 2013. The balances as at 31 March 2013 as per the audited
accounts, regrouped/reclassified where necessary have been considered as
opening balances for the purposes of these financial statements. Our
opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order''), as amended, 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 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, the 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 Act read with the General Circular 15/2013 dated 13
September 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
of the Company as at 31 March 2014 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 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 Independent Auditors'' Report  31 March 2014
(Referred to in our report of even date)
i. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b. The Company has a regular programme of physical verifcation of its
fixed assets by which all fixed assets are verifed in a phased manner
over a period of two years. In accordance with this programme,
a portion of fixed assets were physically verifed during the year. In
our opinion, the frequency of physical verifcation is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verifcation.
c. During the year, the Company has discarded/ abandoned a significant
portion of computers and network equipment. Based on the information
and explanations provided by the management, this has not affected the
going concern assumption.
ii.
a. The inventory has been physically verifed by the management during
the year. In our opinion, the frequency of verifcation is reasonable.
Inventories lying with outside parties have been confirmed by them as at
year end.
b. The procedures for the physical verifcation of inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c. The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verifcation.
iii. The Company has neither granted or taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Act. Accordingly clauses
(a) to (g) of paragraph 4(iii) of the Order are not applicable.
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 nature of its business with regard to
purchase of inventories and fixed assets and with regard to sale of
goods and services. We have not
observed any major weaknesses in the internal control system during the
course of the audit.
v. In our opinion and according to the information and explanations
given to us, there are no contracts or arrangements the particulars of
which needs to be entered in the register maintained under Section 301
of the Act.
vi. According to the information and explanations given to us, the
Company has not accepted any deposits from the public.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii. The Central Government has not prescribed the maintenance of
cost records under Section 209(1) (d) of the Act for any of the
services rendered by the Company.
ix.
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,
Professional tax, Sales tax / Value added tax, Customs duty and other
material statutory dues have been generally regularly deposited during
the year with the appropriate authorities except for dues towards Tax
deducted at source and Service tax where there have been significant
delays in number of cases. As explained to us, the Company did not have
any dues on account of Wealth tax, Excise duty and Investor Education
and Protection Fund.
According to the information and explanations given to us, except for
Service tax aggregating to Rs. 168.52 lakhs as at 31 March 2014, no
undisputed amounts payable in respect of Provident fund, Employees''
State Insurance, Professional tax, Income-tax, Sales tax / Value added
tax, Customs duty and other material statutory dues were in arrears as
at 31 March 2014 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, Service tax, Professional tax, Sales tax /
Value added tax and Customs duty which have not been deposited with the
appropriate authorities on account of any dispute.
x. The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the current financial
year and in the immediately preceding financial year.
xi. 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 or to any financial institutions. The
Company did not have any outstanding debentures during the year.
xii. The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. In our opinion and according to the information and
explanations given to us, the Company is not a chit fund or a nidhi /
mutual benefit fund / society.
xiv. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
x v. In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantees for loans taken by others from banks or financial
institutions are not prejudicial to the interest of the Company.
xvi. In our opinion and according to the information and explanations
given to us, the term loans taken by the Company have been applied for
the purpose for which they were raised.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long- term investment.
xviii. According to the information and explanations given to us, the
Company has made preferential allotment of shares to
companies/firms/parties covered in the register maintained under Section
301 of the Act. In our opinion, the price at which shares have been
issued is not prejudicial to the interest of the Company.
xix. The Company did not have any outstanding debentures during the
year.
xx. The Company has not raised any money by public issues 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.
For B S R & Co. LLP
Chartered Accountants
Firm''s Registration No. 101248W
Rajesh Mehra
Partner
Membership No. 103145
Mumbai, 30 May 2014
Mar 31, 2013
1. Report on the Financial Statements
We have audited the accompanying fnancial statements of Aurionpro
Solutions Ltd. ("the Company"), which comprise the Balance Sheet as at
March 31, 2013, and the Statement of Proft and Loss and Cash Flow
Statement for the year then ended, and a summary of signifcant
accounting policies and other explanatory information.
2. Management''s Responsibility for the Financial Statements
The Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the fnancial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
3. Auditor''s Responsibility
Our responsibility is to express an opinion on these fnancial
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 fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the fnancial statements in order to design 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 management, as
well as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient and
appropriate to provide a basis for our audit opinion.
We have relied on the audited fnancial statements and other fnancial
information of an amalgamated company, whose fnancial statements refect
total assets of Rs.825.99 lacs as at March 31, 2013 and total revenues of
Rs.852.07 lacs for the year ended on that date. These fnancial statements
and other fnancial information have been audited by other auditors
whose report has been furnished to us.
4. Opinion
Further to our comments in Para 3, in our opinion and to the best of
our information and according to the explanations given to us, the
fnancial 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 Statement of Proft and Loss, of the proft for
the year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
5. Report on Other Legal and Regulatory Requirements
5 .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 specifed in paragraphs 4 and 5 of the Order.
5.2 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 Proft 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 Proft and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (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 disqualifed as on March 31, 2013, from being
appointed as a director in terms of section 274 (1) (g) of the
Companies Act, 1956.
f. Since the Central Government has not issued any notifcation as to
the rate at which the cess is to be paid under section 441A of the Act
nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by
the company.
Annexure to the Independent Auditor''s Report
(Referred to in Paragraph 4 of our report of even date)
1.
a. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fxed assets.
b. The management during the year has physically verifed all the fxed
assets. In our opinion, the frequency of verifcation of the fxed assets
is reasonable having regard to the size of the Company and the nature
of its assets. According to the information & explanations given to us,
no material discrepancies were noticed on such verifcation.
c. During the year, the Company has not disposed of any major part of
fxed assets so as to affect going concern.
2. The Company being an information technology services provider is
engaged in the development of computer software. The inventory of the
company as at the year- end consisted of computer software under
development amounting to Rs.71.53 crores shown as work-in-progress.
Hence, clause 4 (ii) of the Order is not applicable.
3. During the year, the Company has not granted/ taken any loans,
secured / unsecured to the companies/ frms/ parties covered in the
register to be maintained under section 301 of the Companies Act, 1956.
Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of fxed assets and sale of goods and
services. During the course of audit, we have not observed any major
weaknesses in the aforesaid internal control system.
5. According to the information and explanations given to us, there
are no contracts or arrangements referred to section 301 of the
Companies Act, 1956 during the year to be entered in the register
maintained under that section. Accordingly, sub clause (b) is not
applicable.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
during the year within the meaning of provisions of Section 58A, 58AA
or any relevant provisions of the Companies Act 1956 and rules framed
there-under. We are informed that no order has been passed by the
Company Law Board, National Company Law Tribunal, Reserve Bank of
India, any Court or any other Tribunal.
7. Based on perusal of the (a) quarterly internal audit reports
submitted by a frm of Chartered Accountants and (b) minutes of the
meetings wherein these reports were placed before the Audit Committee
of the Board, in our opinion, the internal audit system is commensurate
with the present size of the Company and nature of its business.
8. In our opinion and according to the information and explanations
given to us, the requirement of maintenance of cost records prescribed
by the Central Government under section 209 (1) (d) of the Companies
Act, 1956 is not applicable to the Company.
9. In our opinion and according to the information and explanations
given to us in respect of statutory dues:
a. The Company has generally been regular in depositing with
appropriate authorities, undisputed statutory dues including Provident
Fund, Income Tax, TDS, Sales Tax, Service Tax, Custom Duty, Excise
Duty, Cess and any other statutory dues during the fnancial year,
except that there were some instances of delays.
10. The Company does not have accumulated losses as at the end of the
fnancial year and has not incurred cash losses in the fnancial year
under report.
11. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks / fnancial institutions during the year.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Hence, provisions of clause 4 (xii) of the Order are not applicable.
13. In our opinion, the Company is not a chit fund/ nidhi/ mutual
beneft fund/society. Hence, provisions of clause 4 (xiii) of the Order
are not applicable.
14. The Company is not dealing or trading in shares, securities,
debentures and other investments. Hence, provisions of clause 4 (xiv)
of the Order are not applicable.
15. During the current year, one of the banks has issued guarantee on
behalf of the Company towards borrowings by one of the subsidiaries. In
our opinion, the terms and conditions on which the guarantee has been
issued are not prejudicial to the interest of the Company.
16. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
1 7. In our opinion and according to the information and explanations
given to us, and on an overall examination of Balance Sheet, we are of
the opinion that the funds raised on short-term basis have not been
used for long- term investments.
18. The Company has made a preferential allotment of 3,75,000 shares
to a party covered in the register maintained under section 301 of the
Companies Act, 1956 during the year. The price at which the shares have
been issued is not prejudicial to the interest of the Company based on
the price determined as per the applicable provisions of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009.
19. The Company has not issued any debentures during the year.
20. The Company had not raised any money by public issue during the
year.
21. During the course of our examination of the books of account and
records of the Company, carried out in accordance with the generally
accepted auditing standards in India, and according to the information
and explanations given to us, we have not come across any instance of
fraud either noticed or reported during the year on or by the Company.
For CHOKSHI & CHOKSHI
Chartered Accountants
Firm Registration No.101872W
Vineet Saxena
Partner
M. No. 100770
Date: May 28, 2013
Place: Mumbai
Mar 31, 2012
1. We have audited the attached Balance Sheet of AURIONPRO SOLUTIONS
LIMITED (the "Company") as at March 31, 2012, the Statement of
Profit & Loss and the Cash Flow Statement of the Company 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 the 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 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 the 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 (the
"Order"), as amended, issued by the Central Government in terms of
Section 227(4A) of the Companies Act, 1956, and as per the information
and explanation given to us, we enclose in the Annexure a statement on
the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in Paragraph 3
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 the law have
been kept by the Company so far as appears from our examination of
those books;
c) The Balance Sheet, the Statement of Profit & 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, the Statement of Profit & Loss
and the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in Section 211 (3) (C) of the
Companies Act, 1956.
e) Based on the 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 at 31st March, 2012, from being appointed
as director in terms of Section 274 (1) (g) 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 to accounts 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 of
the Company for the year ended on that date; and
iii) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure To The Auditors' Report
(Referred to in Paragraph 4 of our report of even date)
(1) (a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The management during the year has physically verified all the
fixed assets. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the size of the Company and
the nature of its assets. According to the information & explanations
given to us, no material discrepancies were noticed on such
verification.
(c) During the year, the Company has not disposed off any major part of
fixed assets so as to affect going concern.
(2) The Company being an information technology services provider is
engaged in the development of computer software. The inventory of the
company as at the year end consisted of computer software under
development amounting to Rs.5.07 Crores, shown as work-in-progress.
Hence, clause 4 (ii) of the Order is not applicable.
(3) During the year, the Company has not granted / taken any loans,
secured / unsecured to the companies /firms/parties covered in the
register to be maintained under section 301 of the Companies Act, 1956.
Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.
(4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of fixed assets and sale of goods and
services. During the course of audit, we have not observed any major
weaknesses in the aforesaid internal control system.
(5) According to the information and explanations given to us, there
are no contracts or arrangements referred to section 301 of the
Companies Act, 1956 during the year to be entered in the register
required to be maintained under that section. Accordingly, sub clause
(b) is not applicable.
(6) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
during the year within the meaning of provisions of Section 58A, 58AA
or any relevant provisions of the Companies Act 1956 and rules framed
there under. We are informed that no order has been passed by the
Company Law Board, National Company Law Tribunal, Reserve Bank of
India, any Court or any other Tribunal.
(7) Based on review of the (a) internal audit reports submitted by a
firm of Chartered Accountants and
(b) minutes of the meetings wherein these reports were placed before
the Audit Committee of the Board, in our opinion, the internal audit
system is commensurate with the present size of the Company and nature
of its business.
(8) In our opinion and according to the information and explanations
given to us, the requirement of maintenance of cost records prescribed
by the Central Government under section 209 (1) (d) of the Companies
Act, 1956 is not applicable to the Company.
(9) In our opinion and according to the information
& explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing with
appropriate authorities, undisputed statutory dues including Provident
Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty,
Cess and any other statutory dues during the financial year, except
that there were some instances of delays.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty,
Cess and any other statutory dues, in arrears as at 31st March 2012 for
a period of more than six months from the date they become payable.
(c) The particulars of extent of disputed dues on account of Income
Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty which have not
been deposited by the Company as at 31 March 2012 are as under.
Sr. No 1
Name of the Statute Income Tax Act 1961
Nature of Dues Income Tax
Amount (Rupees) 33,80,950/-
Period to which amount relates (As- 2007-08
sessment Year)
Forum where dispute ITAT
is pending
(10) The Company does not have accumulated losses as at the end of the
financial year and has not incurred cash losses in the financial year
under report.
(11) In our opinion and according to the information & explanations
given to us, the Company has not defaulted in repayment of dues to
banks / financial institutions during the year.
(12) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Hence, provisions of clause 4 (xii) of the Order are not applicable.
(13) In our opinion, the Company is not a chit fund/ nidhi/ mutual
benefit fund/society. Hence, provisions of clause 4 (xiii) of the Order
are not applicable.
(14) The Company is not dealing or trading in shares, securities,
debentures and other investments. Hence, provisions of clause 4 (xiv)
of the Order are not applicable.
(15) During the current year, one of the banks has issued guarantee on
behalf of the Company towards borrowings by one of the subsidiaries.
In our opinion, the terms and conditions on which the guarantee has
been issued are not prejudicial to the interest of the Company.
(16) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
(17) In our opinion and according to the information and explanations
given to us, and on an overall examination of Balance Sheet, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investments.
(18) The Company has not made any preferential allotment of shares to
parties and companies covered in the register to be maintained under
section 301 of the Companies Act, 1956 during the year.
(19) The Company has not issued any debentures during the year.
(20) The Company had not raised ant money by public issue during the
year.
(21) During the course of our examination of the books of account and
records of the Company, carried out in accordance with the generally
accepted auditing standards in India, and according to the information
and explanations given to us, we have not come across any instance of
fraud either noticed or reported during the year on or by the Company.
For CHOKSHI & CHOKSHI
Chartered Accountants
Firm Registration No.101872W
Vineet Saxena
Partner
M.No. 100770
Place: Mumbai
Date: 28th August 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of AURIONPRO SOLUTIONS
LIMITED (the "Company") as at March 31, 2011, the Profit & Loss Account
and the Cash Flow Statement of the Company 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 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 the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. We have relied on the audited financial statements and other
financial information of two amalgamated companies, whose financial
statements reflect total assets of Rs. 132,487 thousands as at March
31, 2011 and total revenues of Rs. 151,977 thousands for the year ended
on that date. These financial statements and other financial
information have been audited by other auditors whose reports have been
furnished to us.
4. As required by the Companies (Auditor's Report) Order, 2003 (the
"Order"), as amended, issued by the Central Government in terms of
Section 227(4A) of the Companies Act, 1956, and as per the information
and explanation given to us, we enclose in the Annexure a statement on
the matters specified in paragraphs 4 and 5 of the said Order.
5. Further to our comments in Para 3 and Annexure referred to in Para
4 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 the law have
been kept by the Company so far as appears from our examination of
those books;
c) The Balance Sheet, the Profit & Loss Account 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, the Profit & Loss Account and the
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in Section 211 (3) (C) of the
Companies Act, 1956.
e) Based on the 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 at March 31, 2011, from being appointed as
director in terms of Section 274 (I) (g) 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 to accounts 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 March 31,2011;
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 the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
(1) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The management during the year has physically verified all the
fixed assets. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the size of the Company and
the nature of its assets. According to the information & explanations
given to us, no material discrepancies were noticed on such
verification.
(c) During the year, the Company has not disposed off any major part of
fixed assets so as to affect going concern.
(2) The Company being an information technology services provider is
engaged in the development of computer software. The inventory of the
company as at the year end consisted of computer software under
development amounting to Rs.4.94 Crores, shown as work-in-progress.
Hence, clause 4 (ii) of the Order are not applicable.
(3) During the year, the Company has not granted / taken any loans,
secured / unsecured to the companies /firms/parties covered in the
register to be maintained under section 301 of the Companies Act, 1956.
Hence, clause 4 (iii) (b) to (g) of the Order are not applicable.
(4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for the purchase of fixed assets and sale of goods and
services. During the course of audit, we have not observed any major
weaknesses in the aforesaid internal control system.
(5) According to the information and explanations given to us, there
are no contracts or arrangements referred to section 301 of the
Companies Act, 1956 during the year to be entered in the register
required to be maintained under that section. Accordingly, sub clause
(b) is not applicable.
(6) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
during the year within the meaning of provisions of Section 58A, 58AA
or any relevant provisions of the Companies Act 1956 and rules framed
there under. We are informed that no order has been passed by the
Company Law Board, National Company Law Tribunal, Reserve Bank of
India, any Court or any other Tribunal.
(7) Based on review of the (a) available internal audit reports
submitted by a firm of Chartered Accountants and (b) minutes of the
meetings wherein these reports were placed before the Audit Committee
of the Board, in our opinion, the internal audit system is commensurate
with the present size of the Company and5 nature of its business. The
management has noted our suggestions on audit scope for implementation.
(8) In our opinion and according to the information and explanations
given to us, the requirement of maintenance of cost records prescribed
by the Central Government under section 209 (I) (d) of the Companies
Act, 1956 is not applicable to the Company.
(9) In our opinion and according to the information & explanations
given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing with
appropriate authorities, undisputed statutory dues including Provident
Fund, Incom* Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty,
Cess and any other statutory dues during the financial year, except
that there were few instances of delays pertaining to an amalgamated
company.
(b) There were no* undisputed amounts payable in respect of Provident
Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty,
Cess and any other statutory dues, in arrears as at March 31, 2011 for
a period of more than six months from the date they become payable.
(c) There were no outstanding disputed dues unpaid as at March 31,201I.
(10) The Company does not have accumulated losses as at the end of the
financial year and has not incurred cash losses in the financial year
under report.
(I I) In our opinion and according to the information & explanations
given to us, the Company has not defaulted in repayment of dues to
banks / financial institutions during the year.
(12) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Hence, provisions of clause 4 (xii) of the Order are not applicable.
(13) In our opinion, the Company is not a chit fund/nidhi/ mutual
benefit fund/society. Hence, provisions of clause 4 (xiii) of the Order
are not applicable.
(14) The Company is not dealing or trading in shares, securities,
debentures and other investments. Hence, provisions of clause 4 (xiv)
of the Order are not applicable.
(15) In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
(16) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
(17) In our opinion and according to the information and explanations
given to us, and on an overall examination of Balance Sheet, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investments.
(18) The Company has not made any preferential allotment of shares to
parties and companies covered in the register to be maintained under
section 301 of the Companies Act, 1956 during the year.
(19) The Company has not issued any debentures during the year.
(20) The Company had raised money by way of public issue in the
financial year 2005-06. The end use of the money raised has been
disclosed in the Note 11 of Schedule 14.
(21) During the course of our examination of the books of account and
records of the Company, carried out in accordance with the generally
accepted auditing standards in India, and according to the information
and explanations given to us, we have not come across any instance of
fraud either noticed or reported during the year on or by the Company.
For CHOKSHI & CHOKSHI
Chartered Accountants
Firm Registration No. 101872W
Vineet Saxena
Partner
M.No. 100770
Place: Mumbai
Date: August3l, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Aurionpro Solutions
Limited (the Company) as at March 31, 2010, the related Profit and
Loss Account for the year ended on that date and also the Cash Flow
Statement for the year ended on that date both annexed thereto, which
we have signed under reference to this report. 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
basisforouropinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order 2004
(together the Order), issued by the Central Government of India in
terms of Section 227 (4A) the Act, and on the basis of such checks as
we considered appropriate, and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Orderto the extent
applicable to the Company.
4. Further to our comments in the Annexure referred to in paragraph 3
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
ouraudit;
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 Section 211 (3C) of the Act;
e. On the basis of written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors of the Company is
disqualified as on March 31, 2010 from being appointed as a director in
terms of Section 274(1 )(g) oftheAct;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the notes thereon and attached thereto, 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:
(i) in the case of the Balance Sheet, of the state of affairs of
the Company as at March 31,2010;
(ii) in the case of the Profit and Loss Account, of the profit for
the yearended on that date; and
(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 3 0f Audditors Report of even date
to the member of aurionpro solutions Limited on the Financial
Atatements for the year anded March 31,2010
1. The Company has maintained proper records to show full particulars,
including quantitative details and situation, of its fixed assets. We
have been informed that the fixed assets of the Company are physically
verified by the Management during the year according to a phased
program designed to cover all the items, which in our opinion, is
reasonable having regard to the size of the company and the nature of
its assets. Pursuant to the program, physical verification was carried
out during the yearand no material discrepancies were noticed.
2. During the year, the company has not disposed off substantial part
of fixed assets.
3. As the company is engaged in the development of computer software
there is no physical inventory in existence and hence the question of
physical verification and comparison with the inventory records does
not arise.
4. (a) The Company has granted unsecured loans to six
wholly owned subsidiaries and a Company covered in the register
maintained under Section 301 of the Act. The maximum amount involved
during the year and the year-end balance of such loan is Rs. 11,01,755
thousands and Rs. 7,84,894 thousands respectively.
(b) In our opinion, the rate of interest, wherever applicable and other
terms and conditions of such loan are not prima facie prejudicial to
the interest of the Company.
(c) There is no repayment schedule for the principal and interest
amount, wherever applicable and are repayable on demand.
5. The Company has not taken unsecured loans from the companies
covered in the register maintained under Section 301 of the Act.
6. In our opinion and according to the information and explanation
given to us, there is adequate internal control procedure commensurate
with the size of the Company and the nature of its business with regard
to the purchase
of fixed assets and sale of services.
7. (a) Based on the audit procedures applied by us and
according to the information and explanations provided by the
management, we are of the opinion that the particulars of the contracts
or arrangements that need to be entered into the register maintained
undersection 301 have been so entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements have been entered into during the financial year are
reasonable except in some of the transactions, for which no comments is
being made owing to the unique and specialized nature of the items
involved and absence of any comparable prices. For price justification
reliance is placed on the information and explanation given by the
management.
8. The Company has not accepted any deposits from the public within
the meaning of Section 58Aand 58AAof the Act and the rules framed there
under.
9. In our opinion, the Companys present internal audit system needs
to be strengthened to make it commensurate with its size and nature of
its business.
10. As per the information given to us by the management of the
company, no cost records have been prescribed by the Central Government
of India under Section 209(1 )(d) of theAct.
11. According to the books and records as produced and examined by us
in accordance with generally accepted auditing practices in India and
also based on Management representations, undisputed statutory dues in
respect of Provident Fund, Employees State Insurance dues, Income Tax,
Service Tax and Cess and other material statutory dues have generally
been regularly deposited by the Company during the year with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the above for
a period of six months from the date they became payable.
12. As at March 31, 2010, there have been no disputed dues, which have
not been deposited with the respective authorities in respect of Income
Tax, Wealth Tax, Excise Duty, Service Tax and Cess.
13. The Company has neither accumulated losses as at March 31, 2010,
nor it has incurred any cash losses either during the financial year
ended on that date or in the immediately preceding financial year.
14. According to the records of the company, it has not defaulted in
repayment of its dues to any financial institution or bank or debenture
holders during the year.
15. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
16. In our opinion, considering the nature of activities carried on by
the Company during the year, the provisions of any special statute
applicable to chit fund / nidhi / mutual benefit fund / societies are
not applicable to it.
17. The Company has not dealt or traded in shares, securities,
debentures or other investments during the year.
18. In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
19. In our opinion and according to the information and
explanations given to us , the term loans have been generally applied
for the purpose for which they were raised.
20. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis, which have been used for long-term investment.
21. During the year under consideration , 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.
22. The Company has not issued any debentures during the year.
23. The Company has raised money by way of public issue in the
financial year 2005-06. The end use of the money raised has been
disclosed in the note 15 of schedule 14 (B) and the same have been
verified by us.
24. As per the information and explanations given to us and on the
basis of examination of records, no material fraud on or by the Company
was noticed or reported during the year.
For CHATURVEDI& SHAH
Chartered Accountants
Firm Registration No. 101720W
LALITR.MHALSEKAR
Partner
Membership No. 103418
Place: Mumbai
Date: 12th July, 2010
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