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Auditor Report of CG-VAK Software & Exports Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of CG-VAK SOFTWARE AND EXPORTS LIMITED ("the company"),which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, 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

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its Profits and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matter in the Notes forming part of the financial statements:-

(a) Note Nos.4.13, 4.14, 4.15 to the financial statements regarding Non Provision of gratuity which describes the uncertainity relating to the outcome of the law suits filed against the company by a former director and his relatives.

(b) Note No.4.16 to the financial statement regarding the claim on non-payment of fixed deposit by the company before the Madras High Court which describes the uncertainty relating to the outcome of the law suits filed against the company by a former director and his relatives.

(c) Note No.4.17 to the financial statement wherein we did not audit the financials of the wholly owned subsidiary whose financials have been consolidated along with those of the company which have been compiled by a Certified Public Accountant, certified by the management as the audit of the wholly owned subsidiary is not mandated as per prevailing rules and regulations of United States of America.

Our opinion is not modified in respect of these matters.

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 terms of section 143(11) of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 3 and 4 of the order.

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 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, Statement of 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 aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representation received from the Directors as of 31st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i) The Company has disclosed the impact of pending litigations on its financial position vide Note No.4.13, 4.14, 4.15 and 4.16.

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

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report :

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date). We report that,

i) In respect of its fixed assets:

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

(b) The Fixed assets of the Company have been physically verified by the Management during the year in accordance with the regular programme of verification which, in our opinion, provides for 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.

ii) In respect of its inventories:

The Company does not hold any inventory.

iii) The Company had granted unsecured loans to its wholly owned subsidiary covered in the Register maintained under section 189 of the Companies Act,2013

(a) The balance of the principal and interest stand fully settled as on the date of the balance sheet and the repayments were as per the terms and conditions agreed upon between the parties to the agreement.

(b)No amount is overdue as on the date of the balance sheet.

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 purchases of fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

vi) The Central Government has not prescribed the maintenance of Cost Records u/s 148(1) of the Act for any of the services rendered by the company

vii) According to the information and explanations given to us, on the basis of our examination of the records of the company in respect of Statutory dues

(a) The company has been regular in depositing undisputed statutory dues including Provident fund, Employees State Insurance, Income Tax, Sales tax, wealth tax, service tax, customs duty, excise duty, VAT, cess and other Material Statutory dues with the appropiate authorities.

(b)No undisputed amounts payable in respect of income tax and other material statutory dues were in arrears as at 31st march 2015 for a period of more than 6 months from the date they became payable.

(c) There are no pending amounts required to be transferred to Investor Education and Protection Fund.

viii) The Company has no accumulated losses at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any bank / financial institution.

x) In our Opinion according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) In our opinion and according to the information and explanations given to us, the Company has applied the term loans availed during the year for the purpose for which the loans were obtained.

xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For S. Lakshminarayanan Associates

Chartered Accountants

S. Lakshminarayanan

Partner Place : Coimbatore M.No.012024

Date : 29th May, 2015 Firm Regn.No.006609S


Mar 31, 2014

We have audited the accompanying financial statements of CG-VAK Software And Exports Limited (''the Company'') which comprise the balance sheet as at 31st March 2014, the statement of profit & loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Mangement''s Responsibility for the financial statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in term of General Circular 15/2013 dated 13th September 2013 of the Ministry of Company Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes 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 of 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 financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of 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. 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 sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statement give the information required by the act in the manner as required and give the true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case ofthe Balance Sheet, ofthe State of Affairs ofthe Company as at 31st March, 2014 ;

(ii) in the case ofthe Statement of Profit & Loss ofthe Profit for the year ended on that date ; and

(iii) in the case of Cash Flow Statement ofthe Cash Flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

(a) Note Nos.4.13. 4.14 & 4.15 to the financial statements regarding Non-provision of Gratuity which describe the uncertainty relating to the outcome ofthe lawsuits filed against the Company by a former director and his relatives.

(b) Note Nos.4.16 to the financial statements resardins the claim on non-payment of fixed deposits before the High Court. Madras which describe the uncertainty relating to the outcome of the lawsuits filed against the Company by a former director and his relatives.

(c) Note No.4.17 regarding Non-provision of penalty imposed by the Adjudicating officer in response to a Show cause Notice issued against the company by SEBI.

(d) Note No.4.18 - We did not audit the financials of the wholly owned subsidiary whose financials have been consolidated along with those of the company, which have been compiled by Certified Public Accountant and certified by the Management as the audit ofthe subsidiary is not mandated as per the prevailing rules and regulations of United States of America.

Our Report is not qualified in respect of the above matters.

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 Subsection (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 ofthe order.

2. As required by Section 227(3) ofthe Act, we report that

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit & 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 & Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in term of General Circular 15/2013 dated 13th September 2013 of the Ministry of Company Affairs),

e) On the basis of written representations received from the Directors as on 31st March 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2013, from being appointed as a Director in terms of clause (g) of Subsection (1) of Section 274 ofthe Companies Act, 1956.

Annexure to the Auditors'' Report:

The Annexure referred to in our report to the members of CG-VAK Software And Exports Limited (‘the Company'') for the year ended 31st March 2014. We report that:

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

(b) The fixed assets of the Company have been physically verified by the Management during the year in accordance with a regular program of verification which in our opinion, provides for 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) No substantial part of fixed assets have been disposed off during the year.

(ii) The Company does not hold any inventory. Clause 4 (ii) of the Companies (Audit Report) Order 2003 is not applicable.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under section 301 ofthe Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under section 301 ofthe Companies Act, 1956.

(iv) In our opinion, according to the information and explanations given to us, the internal control procedures of the company relating to purchases of fixed assets and for sale of services are commensurate with its size and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control systems.

(v) (i) According to the information and explanations given to us, We are of the opinion that, the transactions that need to be entered in the Register maintained under section 301 ofthe Companies Act, 1956 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of Contracts or Agreements entered in the Register maintained Under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the Provisions of Section 58A and Section 58AA or any other relevant provisions ofthe Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 with regard to deposits accepted from the Public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the Company''s internal audit system is commensurate with its size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under Section 209(1) (d) in respect of services carried on by the company.

(ix) (a) The Company is regular in depositing with the appropriate authorities the undisputed statutory dues relating to provident fund, employees state insurance, investor education protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us there are no dues of provident fund, employees state insurance, investor education protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit 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 financial institutions and banks.

(xii) The Company has not granted loans and advances on the basis of security of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to a chit fund/nidhi/mutual benefit fund/society are not applicable to the company.

(xiv) The Company does not deal / trade in shares/ securities / debentures / other investments.

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

(xvi) In our opinion, the term loans have been applied for the purposes for which they were raised.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us and on an overall examination ofthe balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

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

(xix) The company has not issued any debentures.

(xx) The company has not raised funds by public issues during the year covered by our audit report.

(xxi) According to the information and explanations given to us and on the basis of our examination of books & records of the company in accordance with the generally accepted auditing practices, no fraud on or by the company has been noticed or reported during the year.

For S. Lakshminarayanan Associates Chartered Accountants S. Lakshminarayanan Partner Place : Coimbatore M.No.012024 Date: 28th May, 2014 Regn.No.006609S


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of CGVAK Software And Exports Limited (''the Company'') which comprise the balance sheet as at 31st March 2013, the statement of profit & loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Mangement''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"). This responsibility includes 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 conduct 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 financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of 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. 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 sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31st March, 2013 ;

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

iii) in the case of Cash Flow Statement of the Cash Flows for the year ended on that date

Emphasis of Matter

We draw attention to

(a) Note No.4.10 to the financial statements regarding Non Provision of Gratuity and

b) Note No.4.11 to the financial statements regarding a claim for non-payment of fixed deposits before the High Court of Madras which describe the uncertainty relating to the outcome of the lawsuits filed against the company by a former director and his relatives. 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 Subsection (4A) of Section 227 of the Act , we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit & 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 & Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 and

e) On the basis of written representations received from the Directors as on 31st March 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2013, from being appointed as a Director in terms of clause (g) of Subsection (1) of Section 274 of the Companies Act, 1956.

Annexure to the Auditors'' Report:

The Annexure referred to in our report to the members of CGVAK Software And Exports Limited (‘the Company'') for the year ended 31st March 2013. We report that:

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year.

(ii) The Company does not hold any inventory. Clause 4 (ii) of the Companies (Audit Report) Order 2003 is not applicable. (iii)

(a) The Company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion, according to the information and explanations given to us, the internal control procedures of the company relating to purchases of fixed assets and for sale of services are commensurate with its size and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control systems. (v

(i) According to the information and explanations given to us, We are of the opinion that the transactions that need to be entered in the register maintained U/s.301 of the Companies Act, 1956 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained U/s.301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevalent market prices at relevant time

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the Provisions of Section 58A and Section 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 with regard to deposits accepted from the Public. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the Company''s internal audit system is commensurate with its size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under Section 209(1) (d) in respect of services carried on by the company.

(ix) (a) The Company is regular in depositing with the appropriate authorities the undisputed statutory dues relating to provident fund, employees state insurance, investor education protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and the records of the company examined by us there are no dues of income tax, wealth tax, cess and service tax, excise duty, customs duty which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit but had incurred cash losses 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 financial institutions and banks.

(xii) The Company has not granted loans and advances on the basis of security of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to a chit fund/nidhi/mutual benefit fund/society are not applicable to the company.

(xiv) The Company does not deal / trade in shares/ securities / debentures / other investments. (xv) The Company has not given guarantees for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were raised.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

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

(xix) The company has not issued any debentures.

(xx) The company has not raised funds by public issues during the year covered by our audit report.

(xxi) According to the information and explanations given to us and on the basis of our examination of books & records of the company in accordance with the generally accepted auditing practices, no fraud on or by the company has been noticed or reported during the year.

For S. Lakshminarayanan Associates

Chartered Accountants

S. Lakshminarayanan

Partner

Place : Coimbatore M.No.012024

Date: 29th May, 2013 Regn.No.006609S


Mar 31, 2012

1. We report that we have audited the Balance Sheet of M/s. CG-VAK Software And Exports Limited as at 31st March 2012, the Profit and Loss Statement and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, significant estimates made by Management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3. As required by the Companies (Auditor's Report) Order,2003 issued by the central government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in 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 above, we state that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for our Audit.

(b) In our opinion proper books of account have been kept as required by law so far, as appears from our examination of the books.

(c) The Balance Sheet and Profit and Loss account and Cash Flow Statement, referred to in this report are in agreement with the books of account.

(d) In our opinion the Profit and Loss account and Balance Sheet read together with notes thereon, and the cash flow statement, comply with the accounting standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from all the directors as of 31st March, 2012 and taken on record by the board of directors, we report that none of the directors are disqualified as of 31st March, 2012 from being as directors in terms of section 274(1)(g) of the companies Act, 1956.

(f) Attention is invited to Note No.4.11 (regarding non-provision for gratuity claim).

(g) In our opinion and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, the said Balance Sheet and Profit and Loss account read together the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view of:

(i) in the case of the Balance Sheet, of the STATE OF AFFAIRS as at 31st March, 2012.

(ii) in the case of the Statement of Profit and Loss account of the LOSS for the year ended that date and

(iii) in the case of the Cash Flow Statement of the CASH FLOWS for the year ended that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF THE M/s. CG-VAK SOFTWARE AND EXPORTS LIMITED

1. (a) The company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company have been physically verified by the management during the year and no serious discrepancies between the book records and physical inventory have been noticed.

(c) No substantial portion of fixed assets has been disposed during the year.

2. As the company does not hold any inventories clause 4(ii) of the Companies (Audit Report) Order 2003 is not applicable.

3. (a) The company has neither taken for granted any loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act,1956,

(b) There being no loan taken for granted clauses 4(iii) (b),(c),(d),(e),(f),(g) are not applicable.

4. In our opinion and according to the information and explanations given to us, the internal control procedures of the company relating to purchases of fixed assets and for sale of services are commensurate with its size and nature of its business. The activities of the company do not involve purchase of inventory or sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. According to the information and explanations given to us, there are no transactions made in pursuance of contracts/arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanation given to us, the company has complied with the directors issued by the Reserve Bank of India and the provisions of section 58A,58AA or any other relevant provisions of the Companies Act,1956 and the Companies (Acceptance of Deposit) Rules 1975, with regard to deposits accepted from the public. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

7. In our opinion, the company's internal audit system is commensurate with its size and nature of its business.

8. According to the information and explanation given to us, the central government has not prescribed the maintenance of cost records under section 209 (1) (d) in respect of services carried on by the company.

9. (a) According to the information and explanations given to us, the company is regular in depositing with the appropriate authorities the undisputed statutory dues relating to provident fund, employees state insurance, investor education protection fund, income tax, wealth tax, sales tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us and the records examined by us, there are no dues of income tax, wealth tax, cess, customs duty, excise duty and service tax, which have not been deposited on account of any dispute.

10. The company did not have any accumulated losses of the company at the end of the financial year. The company has incurred cash losses during the financial year under report, but has not incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the Information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

12. The company has not advanced loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13. The company is not a chit fund/nidhi/mutual benefit fund/society.

14. The company does not deal/trade in shares/securities/debentures/other investments.

15. The company has not given any guarantee on loans taken by others.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and based on an examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any funds during the year by way of public issue.

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



For S. Lakshminarayanan Associates Chartered Accountants S. Lakshminarayanan Partner M.No.012024 Regn.No.006609S

Place : Coimbatore Date : 30th May, 2012


Mar 31, 2010

1. We report that we have audited the Balance Sheet of M/s. CG-VAK Software and Exports Limited as at 31st March 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4 A) of The Companies Act, 1956, we enclose in 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 above, we state that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for our Audi t.

b) In our opinion, proper books of account have been kept as required by law so far, as appears from our examination of the books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement, referred to in this Report are in agreement with the Books of Account.

d) In our opinion the Profit & Loss Account and Balance Sheet read together with the notes thereon, and the Cash Flow Statement, comply With the Accounting Standards referred to in sub section (3C) of Section 211 of The Companies Act, 1956.

e) On the basis of written representation received from all the Directors as of 31st March 2010 and taken on record by the Board of Directors, We report that none of the Directors are disqualified as of 31 st March 2010 from being appointed as Directors in terms of Section 274 (l )(g) of The Companies Act, 1956.

f) In our opinion and according to the information and explanations given to us and on the basis of such checks as we considered appropriate, the said Balance Sheet and Profit & Loss Account read together with the Notes thereon give the information required by The Companies Act, 1956 in the manner so required and give a true and fair view of

(i) in the case of the Balance Sheet, of the STATE OF AFFAIRS as at 3rd March,2010

(ii) in the case of the Profit & Loss Account of the PROFIT for the year ended that date and

(iii) in the case of the Cash Flow Statement of the CASH FLOWS for the year ended that date.

ANNEXURE TO AUDITORS REPORT 1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year and no serious discrepancies between the book records and physical inventory have been noticed.

(c) No substantial portion of fixed assets have been disposed during the year.

2. As the Company does not hold any inventories Clause 4 (ii) of the Companies (Audit Report) Order 2003 is not applicable.

3. (a) The Company has neither taken nor granted any loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under Section 301 of The Companies Act, 1956.

(b) There being no loan taken nor granted Clauses 4(iii) (b), (c),(d), (e),(f).(g) are not applieable.

4. In our opinion and according to the information and explanations given to us, the internal control procedures of the company relating to purchases of fixed assets and for sale of services are commensurate with its size and nature of its siness. The activities of the Company do not involve purchase of inventory or sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness initernal control system.

5. According to the information and explanations given to us, there are no transactions made in pursuance of / contracts/arrangements that need to be entered in to the register maintained under Section 301 of The Companies Act, 1956.

6. In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of The Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975, with regard to deposits accepted from the public. No Order has been passed by he Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In our opinion, the Companys internal audit system is commensurate with its size and nature of its business,

8. According to the information and explanation given to us, the Central Government has not prescribed the maintenance of Cost Records tinder Section 209 (1) in respect of services carried on by the Company.

9. (a) According to the information and explanations given to us, the Company is regular in depositing with the appropriate authorities the undisputed statutory dues relating to provident fund, employees state insurance, investor education protection fund, income tax, Wealth Tax, Sales tax. Service Tax, Customs duly, Excise duty, Cess and other material Statutory dues applicable to it.

(b) According to the information and explanations given to us and the records examined by us, there are no dues of Income tax, Wealth tax, Cess, Customs Duty, Excise Duty and Service Tax which have not been deposited on account of any dispute. 10. The Company did not have any Accumulated losses of the Company at the end of the financial year. The Company has incurred Cash losses during the financial year under report. No cash losses were incurred in the immediately preceding Financial Year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

12. The Company has not advanced loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13. The company is not a chit fund/nidhi/mutual benefit fund/society.

14. The Company does not deal/trade in shares / securities/ debentures/other investments,

15. The Company has not given any guarantee on loans taken by others.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and based on an examination of the Balance Sheet of the company, we report that No funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any funds during the year by way of public issue.

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

Place ; Coimbatore For S.Lakshminarayanan Associates

Date : 27.05.2010 Chartered Accountants

S.Lakshminarayanan

Partner

M.No.012024

Firm Regn. No. 006609S



 
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