Mar 31, 2015
We have audited the accompanying consolidated financial statements of
Commex Technology Limited ("the Holding Company") and its subsidiaries
(the Holding Company and its subsidiaries constitute 'the Group'),
comprising of the consolidated Balance Sheet as at March 31, 2015, the
consolidated Statement of Profit and Loss and the consolidated Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information (hereinafter
referred to as "the Consolidated Financial Statements"). The financial
statements for the year ended March 31, 2014 have been audited by
another firm of Chartered Accountants. We have relied on the same for
the purpose of this report.
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors are responsible for the
preparation of these consolidated financial statements in terms of the
requirements of the Companies Act, 2013 ('the Act') that give a true
and fair view of the consolidated financial position, consolidated
financial performance and consolidated cash flows of the Group 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. The
respective Board of Directors of the Companies included in the Group
are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the
respective assets of the Companies included in the Group and for
preventing and detecting frauds and other irregularities; the 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 financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error,
which have been used for the purpose of preparation of these
consolidated financial statements by the Board of Directors of the
Holding Company, as aforesaid.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
While conducting the audit, we have taken into account the provisions
of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the
Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the consolidated financial
statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal financial
control relevant to the Holding Company's preparation and presentation
of the consolidated 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 Holding Company has in place an adequate internal financial
control system over financial reporting and the operating effectiveness
of such controls. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of the
accounting estimates made by the Holding Company's Board of Directors,
as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence obtained by us and the audit
evidence obtained by the other auditors in terms of their reports
referred to in sub paragraphs of the Other Matters paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on
the consolidated financial statements.
Basis of Qualified opinion
The Holding Company had recognized MAT credit entitlement of Rs. 1.98
Crores which has not yet been paid. In our view, pending such payment
of taxes, recognition of MAT in the Financial Statements is not
appropriate. Had the Company not recognized MAT as aforesaid, the
profit for the financial year would have been reduced by Rs 1.98
Crores.
Qualified Opinion
Based on our audit and financial statements compiled and furnished by
the management for one component as explained in point 2 of other
matters below. In our opinion, Subject to effects of matter described
in Basis of Qualified opinion paragraph above and read with points
mentioned in Emphasis of Matters paragraph below, the aforesaid
Consolidated 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:
1. in the case of the Consolidated Balance Sheet, of the state of
affairs of the Company as at March 31, 2015;
2. in the case of the Consolidated Statement of Profit and Loss, of
the profit for the year ended on that date; and
3. in the case of Consolidated Cash Flow Statement, of the cash flows
for the year ended on that date.
Emphasis of Matters:
1. We draw attention to note no. 22(9) of financial statements
regarding non-payment of VAT liability of Rs. 1.10 crores on account of
legal advice received by the company.
2. We draw attention to note no. 22(12) of financial statements
regarding no movement in CWIP. As per management, said CWIP is
realizable in cash or kind, of the value stated in financial statement.
3. Trade receivable, trade payable, other current liabilities. Loans
and advances are subject to confirmation and reconciliation, if any. In
the absence of such confirmations we are unable to comment on the said
balances as at 31 March, 2015.
4. During the year ended March 31,2015, the company has charged
depreciation on Furniture & Fixtures at a different useful life then
useful life as specified under schedule II of the Companies Act, 2013.
The depreciation on the said asset has been charged during the
Financial Year 2014-15 based on management estimate of useful life.
Other Matters
1. The financial statements of a subsidiary "IT Capital Services
Private Limited", which reflect total assets of Rs. 2,146.18 lakhs as
at 31st March, 2015, total revenue of Rs. NIL lakhs and net cash inflow
of Rs. 0.48 lakhs for the year then ended, have been audited by us.
2. We did not audit the financial statement and financial information
of one foreign subsidiary "Orient Information Technology LLC FZ", whose
financial statement reflect total assets of Rs. 157.66 Lacs as at
31stMarch, 2015, having total revenue of Rs. 201.00 Lacs and net cash
inflows of Rs. 139.70 Lacs for the year then ended, as considered in
the consolidated financial statements. These financial statement is
unaudited and has been furnished to us by the Management and our
opinion on the consolidated financial statements, in so far as it
relates to the amounts and disclosures included in respect of this
subsidiary and our report in terms of sub-sections (3) and (11) of
Section 143 of the Act in so far as it relates to the aforesaid
subsidiary is based solely on such unaudited financial statement and
financial information.
3. We are unable to comment upon the resultant impact, if any, on the
profit or loss, assets and liabilities of the consolidated financial
statements of the Company as at 31st March, 2015, had the subsidiary
mentioned in para 2 been audited. However 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, 2015 ('the
Order'), issued by the Central Government of India in terms of Section
143 (11) of the Act, based on the comments in the auditors' report of
the Holding Company and on the auditors' reports issued in accordance
with the Order on subsidiary company incorporated in India, we give in
the Annexure 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, to the extent
applicable, 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 of the consolidated financial statements.
b) In our opinion, proper books of account as required by law relating
to preparation of the consolidated financial statements have been kept
so far as it appears from our examination of those books and the
reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit
and Loss, and the Consolidated Cash Flow Statement dealt with by this
Report are in agreement with the relevant books of account maintained
forth purpose of preparation of the consolidated financial statements.
d) In our opinion, the consolidated 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 of the Holding Company and Subsidiary Company as on March 31,
2015, taken on record by the Board of Directors of the Holding Company
and the reports of the auditors of its subsidiary companies
incorporated in India, none of the Directors of the Company and its
subsidiaries, incorporated in India is disqualified as on March 31,2015
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
Auditor's) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i) The Group has disclosed the impact of pending litigations on the
consolidated financial position of the Group in its consolidated
financial statements as of March 31,2015.
ii)The Group has made provisions in its consolidated financial
statements, as required under the applicable law or accounting
standards, for material foreseeable losses on long term contracts.
iii)There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company and its subsidiary companies incorporated in India.
As stated in paragraph 1 of our report on 'other Legal and Regulatory
requirements' in our Independent Auditor's Report of even date on
consolidated financial statements for the year ended 31 March 2015, our
reporting on the matter specified in para 3 & 4 of the order includes
one subsidiary incorporated in India and is based on the comments in
the respective Independent Auditor's Report of Holding Company and its
aforesaid subsidiary company incorporated in India.
1. In respect of the fixed assets of the Company and its aforesaid
subsidiary:
(a) The Holding Company and its aforesaid subsidiary are in the process
of maintaining proper records showing full particulars including
quantitative details and situation of fixed assets.
(b) As explained to us, all fixed assets have been physically verified
by the management of the Holding Company and its aforesaid subsidiary
company at reasonable intervals during the year and no material
discrepancies were noticed on such verification.
2. According to the information and explanations given to us, the
Holding Company and its subsidiary nature of operations do not require
it to hold inventories. Consequently, clause 3(ii) of the order is not
applicable.
3. As per information and explanations given to us, the Holding
Company and its aforesaid subsidiary have not granted any loans,
secured or unsecured, to companies, firms or other parties covered in
the Registers maintained under Section 189 of the Act by the respective
entities. Consequently, sub clause (a) and (b) of clause 3(iii) of the
order is not applicable.
4. 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 Holding Company and its aforesaid subsidiary and
the nature of their business respectively with regard to purchase of
fixed assets and the sale of services. Further, on the basis of our
examination of the books and records of the Company, and according to
the information and explanations given to us,, we have neither come
across, nor have been informed of, any continuing failure to correct
major weaknesses in the aforesaid internal control system.
5. The Holding Company and its aforesaid subsidiaries have not
accepted any deposits from the public within the meaning of Sections
73,74,75 and 76 of the Act and the rules framed there under to the
extent notified.
6. The Central Government has not prescribed the maintenance of cost
records under sub-Section (1) of Section 148 of the Companies Act, for
any of the products of the Holding Company and its aforesaid
subsidiary.
7. (a) According to the information and explanations given to us and on
the basis of records produced before us, the Holding Company and its
aforesaid subsidiary are generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, employees' state insurance, income tax, sales tax, wealth tax,
service tax, duty of custom, duty of excise duty, value added tax, cess
and other material statutory dues applicable to it expect disclosed
below. According to the information and explanations given to us, no
undisputed arrears of statutory dues were outstanding as at March 31,
2015 for a period of more than six months from the date they became
payable except following:
Name of the
statute Nature of dues Amount (in Rs) Period to which
the amount
relates
Income Tax
Act, 1961 Income tax 1,64,58,109 AY 2013-14
Income Tax
Act, 1961 Income tax 52,09,058 AY 2014-15
Total 2,16,67,167
As said in Emphasis of Matters paragraph, as per management VAT
liability recognized in the financial statements is not applicable on
said transactions.
(b) There are no dues in respect of Income Tax, Sales Tax, Wealth Tax,
service tax, duty of custom, duty of excise duty, value added tax and
cess that have not been deposited with appropriate authorities on
account of any dispute.
(c) The amount required to be transferred to Investor Education and
Protection Fund has been transferred within the stipulated time in
accordance with the provisions of the Companies Act, 1956 and the rules
made there under.
8. The Group does not have accumulated losses at the end of financial
year. The Group has not incurred cash losses on a consolidated basis
during the financial year covered by our audit and in the immediately
preceding financial year.
9. According to the records of the Holding Company and its aforesaid
subsidiary examined by us and information and explanation given to us,
the Company and its aforesaid subsidiary have not taken any loan from
financial institution, bank or debenture holders as at the Balance
Sheet date. Hence, clause (ix) of para 3 of CARO 2015 is not
applicable.
10. In our opinion and according to the information and explanations
given to us, the Holding Company and its aforesaid subsidiary have not
given guarantees for loans taken by others from banks and financial
institutions. Therefore, the provisions of the clause 3 (x) of the
Order are not applicable.
11. In our opinion and according to the information and explanations
given to us, the Holding Company and its aforesaid subsidiary have not
availed any term loans during the year. Hence, the provisions of the
clause 3 (xi) of the Order are not applicable.
12. To the best of our knowledge and belief and according to the
information and explanations given to us, no material fraud on the
Holding Company and its aforesaid subsidiary company incorporated in
India has been noticed or reported during the year, nor have we been
informed of any such case by the Management.
For Kanu Doshi Associates
Chartered Accountants
Firm Registration Number: 104746W
Sd/-
Jayesh Parmar
Partner
Membership No: 45375
Place: Mumbai
Date: May 30,2015
Mar 31, 2014
We have audited the accompanying financial statements of Commex
Technology Limited (''the Company''), which comprise the balance sheet as
at 31st 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
The 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
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 judgement, 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. 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:
(a) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 2014;
(b) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
(c) in the case of the cash flow statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("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 said
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, 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 balance sheet, the statement of profit and loss
and the cash flow statement comply with the Accounting Standards
referred to in subsection (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 2014, and taken record by the Board of Directors, none
of the Directors are disqualified as on 31st March, 2014, from being
appointed as a Director in terms of clause (g) of subsection (1) of
section 274 of the Companies Act, 1956.
Annexure to Independent Auditors'' Report - 31st March 2014
(Referred to in our report of even date)
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details & situation of Fixed Assets.
(b) All the assets have not been physically verified by the management
during the year but there is a regular programme of verification which,
in our opinion, is reasonable having regard to the size and nature of
its assets. No material discrepancies were noticed on such
verification.
(c) During the year, the Company has not disposed off a substantial
part of the Fixed Assets.
(ii) The Company being in the business of Information Technology
Solutions Services, is not having any inventory, hence the question of
its physical verification and maintenance of records does not arise.
(iii) The company has advanced a loan of Rs. 19,49,884/- to one of its
related party. The maximum amount involved during the year was *
19,49,884/- & the yearend balance of loans given to such party was *
5000/-. The said advance is interest free and to the extent it is
prejudicial to the interest of the Company.
(b)The Company has taken loans of t 10,00,000/- from party covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount involved during the year was t 10,00,000/- and the
yearend balance of loans taken from such party is Nil.
(c) The said loans taken from the party listed in the register
maintained under section 301 of the Companies Act, 1956 are
interest-free and without limitation on repayment and therefore the
loans are prima facie, not prejudicial to the interests of the Company.
(d) There being no stipulation as regards the repayment and other terms
and conditions on which loan has been taken from the Company listed in
the register maintained under section 301 of the Companies Act, 1956,
the question of regularity of payment of Principal and interest does
not arise.
(iv) In our opinion and according to explanations given to us, there
are adequate internal control procedures commensurate with the size of
the Company and the nature of its business with regard to purchase of
fixed assets and with regard to sale of Goods. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal controls.
(v) In our opinion & according to information and explanation given to
us, there are no transactions of purchases and services made in
pursuance of contracts or arrangements, entered into by the Company
with the party listed in the register maintained under section 301 of
the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000/-
or more.
(vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any public deposits and
therefore the provisions of Section 58A & 58AA of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable to the Company.
(vii) In our opinion the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have been informed that the Central Government has not
prescribed maintenance of cost records under Section 209(l)(d) of the
Companies Act, 1956.
(ix) Certain isolated instances of delay in payment of Tax Deducted at
Source have been observed during the course of our audit, which has
since been complied by the company by making payment of the Tax
Deducted at Source along with interest. Except that the Company is
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, investor education protection fund,
employee''s state insurance, income tax, sales tax, wealth tax, custom
duty, cess and other material statutory dues applicable to it.
(x) The Company has no accumulated losses as on 31st March 2014. The
Company has not incurred cash losses during the financial year covered
under the audit nor in the financial year immediately preceding such
financial year.
(xi) Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion the company is not a chit fund or a nidhi /
mutual benefit fund/ society. Therefore the provisions of clause 4
(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the company.
(xiv) In our opinion the company is not dealing in or trading in
shares, securities debentures and other investments. Accordingly the
provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the company.
(xv) The Company has not given any guarantee for loans taken by others
from banks or financial institutions during the year. Therefore the
provisions of clause 4 (xv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the company.
(xvi) The Company has not raised term loan during the year. Therefore
the provisions of clause 4 (xvi) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the company.
(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 there are no funds raised on short-term basis that
have been used for long-term investments.
(xviii) According to the information and explanations given to us, the
company has not made any preferential allotment of Shares to the
parties and companies covered in the register maintained under section
301 of the Act.
(xix) According to the information and explanations given to us, the
company has not issued any debentures during the year covered by our
audit report.
(xx) During the year covered by our audit no money has been raised by
Public issue & therefore the provisions of clause 4 (xx) of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
(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 Gadgil & Co.
Chartered Accountants
Firm''s Registration No: 102876W
Dushyant A. Gadgil
Proprietor
Membership No: 17795
Mumbai
Date 30/5/2014
Mar 31, 2012
We have audited the accompanying Balance Sheet of Commex Technology
Limited (Formerly known as IT People (India) Limited) as at 31st March,
2012, and the statement of Profit and Loss and cash flow statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management's responsibility for the 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 principles generally accepted in India, including
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 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 in accordance with the Standards on
Auditing issued by the Institute of Chartered Accountants of India.
Those standards require that we comply with the 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 company's
internal control. An audit includes the appropriateness of the
accounting policies used and the reasonableness of the accounting
estimates made by the management, as well as evaluating the overall
presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a. In the case of the balance sheet, of the state of affairs of the
company as on 31St March, 2012
b. In the case of the statement of profit and loss, of the profit for
the year ended on that date and
c. In the case of the cash flow statement of the cash flows for the
year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditor's Report) Order, 2003, ('the
order') issued by the Central Government of India in terms Sub Section
(4A) of Section 227 of the Act, we give in the annexure a statement on
matters specified in paragraph 4 and 5 of the above said order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanation which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion, proper books of accounts as required by law, have
been kept by the company so far as appears from our examinations of
such books.
(c) The Balance Sheet Statement of Profit & Loss, & Cash flow Statement
dealt with by this report are in agreement with the books of account of
the company.
(d) In our opinion, the Balance Sheet, Statement of Profit & Loss, &
Cash flow Statement comply with the Accounting Standards referred to in
sub section (3C) of Section 211 of the Act, in so far as they are
applicable to the Company.
On the basis of written representations received from the Directors as
on 31St March, 2012, and taken record by the Board of Directors, none
of the Directors are disqualified as on 31st March, 2012 from being
appointed as a Director in terms of clause (g) of sub-section (1) of
ANNEXURE TO AUDITOR'S REPORT 2011-12
Statement referred to in paragraph 3 of our report of even date to the
members of COMMEX TECHNOLOGY LIMITED (FORMERLY KNOWN AS IT PEOPLE
(INDIA) LIMITED) on the accounts for the year ended 31st March 2012.
(a) The Company has maintained proper records showing full particulars
including quantitative details & situation of Fixed Assets.
(b) All the assets have not been physically verified by the management
during the year but there is a regular programme of verification which,
in our opinion, is reasonable having regard to the size and nature of
it's assets. No material discrepancies were noticed on such
verification.
(c) During the year, the Company has not disposed off a substantial
part of the Fixed Assets.
ii. The Company being in the business of Information Technology
Solutions Services, is not having any inventory, hence the question of
its physical verification and maintenance of records does not arise.
iii. (a) The company has advanced loan of Rs.25,01,70,687/- to one of
it's subsidiaries. The maximum amount involved during the year was Rs.
25,01,70,687/- & the year end balance of loans taken from such party
was Rs. 2,33,11,187/-. The said amount is advanced in the course of
business of the Company to make acquisitions of new business overseas,
in pursuance of the utilization of the proceeds received on issue of
Global Depositary Receipt. The said advance is interest free and to the
extent it is prejudicial to the interest of the holding Company.
(b) The Company has taken loans from Two parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 6,52,90,956/- and the
year end balance of loans taken from such parties is NIL
(c) The said loans taken from the parties listed in the register
maintained under section 301 of the Companies Act, 1956 are
interest-free and without limitation on repayment and therefore the
loans are prima facie, not prejudicial to the interests of the Company.
(d) There being no stipulation as regards the repayment and other terms
and conditions on which loan has been taken from the Company listed in
the register maintained under section 301 of the Companies Act, 1956,
the question of regularity of payment of Principal and interest does
not arise.
iv. In our opinion and according to explanations given to us, there
are adequate internal control procedures commensurate with the size of
the Company and the nature of its business with regard to purchase of
fixed assets and with regard to sale of Goods. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal controls.
v. In our opinion & according to information and explanation given to
us, there are no transactions of purchases and services made in
pursuance of contracts or arrangements, entered into by the Company
with the party listed in the register maintained under section 301 of
the Companies Act, 1956 and aggregating during the year to 50000/- or
more.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any public deposits and
therefore the provisions of Section 58A & 58AA of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable to the Company.
vii. In our opinion the Company has an internal audit system
commensurate with the size and nature of it's business.
viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under Section 209(1) (d) of the
Companies Act, 1956.
ix. (a) Certain isolated instances of delay in payment of Tax Deducted
at Source have been observed during the course of our audit, which has
since been complied by the company by making payment of the Tax
Deducted at Source along with interest. Except that the Company is
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, investor education protection fund,
employee's state insurance, income tax, sales tax, wealth tax, custom
duty, cess and other material statutory dues applicable to it. The
disputed statutory dues aggregating Rs. 5,32,90,072/- consisting of Rs.
2,66,44,536/- towards service tax and Rs. 2,66,44,536/- towards penalty
not been deposited on account of disputed matters pending before
appropriate authorities are as under:
b) Sr. Name of the Nature of Amount Period to Forum where
Statue Dues which the dispute is
pending
(Rs. in
Lacs) amount
relates
1 Finance Act, Service Rs.532 01.05.2006 Custom Excise
1994 Tax Lacs to Service Tax
(Service Tax) 30.09.2007 Appellate
Tribunal
(CESTAT)
x. The Company is having accumulated losses of Rs. 2,89,46,176/-. The
Company has not incurred cash losses during the financial year covered
under the audit nor in the financial year immediately preceding such
financial year.
xi. Based on our audit procedures and according to the information and
explanations given to us, we are of the opinion that he Company has not
defaulted in repayment of dues to financial institutions.
xii. The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
xiii. In our opinion the company is not a chit fund or a nidhi /
mutual benefit fund/ society. Therefore the provisions of clause 4
(xiii) of the Companies (Auditor's Report) Order, 2003 are not
applicable to the company.
xiv. In our opinion the company is not dealing in or trading in
shares, securities debentures and other investments. Accordingly the
provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the company.
xv. The Company has not given any gurantee for loans taken by others
from banks or financial institutions during the year. Therefore the
provisions of clause 4 (xv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the company
xvi. The Company has raised new term loan during the year. The term
loan raised during the year has been applied for the purposes for which
it has been 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 there are no funds raised on short-term basis that
have been used for long-term investments.
xviii. According to the information and explanations given to us, the
company has not made any preferential allotment of Shares to the
parties and companies covered in the register maintained under section
301 of the Act.
xix. According to the information and explanations given to us, the
company has not issued any debentures during the year covered by our
audit report.
xx. During the year covered by our audit no money has been raised by
Public issue & therefore the provisions of clause 4 (xx) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
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 Gadgil & Co.
(Chartered Accountants)
Firm Regn No :102876W
sd/-
Dushyant A. Gadgil
Proprietor
M No. 17795
Place: Mumbai
Date : 29th May, 2012
Mar 31, 2011
We have audited the attached Balance Sheet of IT PEOPLE (INDIA) LIMITED
as at 31st March, 2011, together with the annexed Profit and Loss
Account and the Cash Flow Statement for the year ended on that date.
1. These Financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors' Report) Order,2003
(amended) issued by the Govt, of India in terms of Section 227 (4A) of
the Companies Act,1956,we enclose in the Annexure a Statement on
matters specified in Paragraph 4 & 5 of the said Order.
4. Subject to Note No. B3 of Schedule 13 forming part of accounts and
further to our comments in the annexure referred in paragraph 3 above
and on the notes forming part of accounts:
(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 and Profit and Loss Account and the Cash Flow
Statement dealt by this report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet and Profit & Loss Account and the
Cash Flow Statement dealt with by this report are prepared in
accordance with & in compliance with the Accounting Standards referred
to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so
far as they are applicable to the Company.
(e) On the basis of written representations received from the Directors
and taken on record by the Board of Directors, we report that none of
the Directors is disqualified as on 31st March, 2011 from being
appointed as a Director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with Note
No. B3 referred to in Schedule 13 forming part of Accounts , 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, 2011;
ii) In the case of Profit and Loss Account, of the Profits of the
Company for the year ended on that date and
iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITOR'S REPORT 2010-11
Statement referred to in paragraph 3 of our report of even date to the
members of IT PEOPLE [INDIA) LIMITED on the accounts for the year ended
31st March 2011.
i. (a) The Company has maintained proper records showing full
particulars including quantitative details & situation of Fixed Assets.
(b) All the assets have not been physically verified by the management
during the year but there is a regular programme of verification which,
in our opinion, is reasonable having regard to the size and nature of
it's assets. No material discrepancies were noticed on such
verification.
(c) During the year, the Company has not disposed off a substantial
part of the Fixed Assets.
ii. The Company being in the business of Information Technology
Solutions Services, is not having any inventory, hence the question of
its physical verification and maintenance of records does not arise.
iii. (a) The company has advanced loan of Rs. 25,20,86,767/- to three
of it's subsidiaries. The maximum amount involved during the year was
Rs.65,20,86,767/-. The said amount is advanced in the course of
business of the Company to make acquisitions of new business. The said
advance is interest free and to the extent it is prejudicial to the
interest of the holding Company.
(b) The Company has taken loans from two parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was ^.28,06,06,606/- and the
year end balance of loans taken from such parties is ^.6,52,90,956/-.
(c) The said loans taken from the parties listed in the register
maintained under section 301 of the Companies Act, 1956 are
interest-free and without limitation on repayment and therefore the
loans are prima facie, not prejudicial to the interests of the Company.
(d) There being no stipulation as regards the repayment and other terms
and conditions on which loan has been taken from the Company listed in
the register maintained under section 301 of the Companies Act, 1956,
the question of regularity of payment of Principal and interest does
not arise.
iv. In our opinion and according to explanations given to us, there are
adequate internal control procedures commensurate with the size of the
Company and the nature of it's business with regard to purchase of
fixed assets and with regard to sale of Goods. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal controls.
v. In our opinion & according to information and explanation given to
us, there are no transactions of purchases and services made in
pursuance of contracts or arrangements, entered into by the Company
with the party listed in the register maintained under section 301 of
the Companies Act, 1956 and aggregating during the year to ^.50000/- or
more.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any public deposits and
therefore the provisions of Section 58A & 58AA of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable to the Company.
vii. In our opinion the Company has an internal audit system
commensurate with the size and nature of it's business.
viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under Section 209(l)(d) of the
Companies Act, 1956.
ix. (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education protection fund, employee's state insurance, income
tax, sales tax, wealth tax, custom duty, cess and other material
statutory dues applicable to it.
(b) According to information and explanation given to us, there is a
sum of Rs.52,06,270/- of service tax in arrears, as at 31St March, 2011
for a period of more than six months from the date they became payable.
There are no other dues of sales tax, customs duty, excise duty and
cess in arrears, as at 31St March, 2011 for a period of more than six
months from the date they became payable.
(c) According to information and explanation given to us, there are no
dues of sales tax, income tax, customs duty, wealth tax, excise duty
and cess, which have not been deposited on account of any dispute.
x. The Company is having accumulated losses of ^.6,75,01,803/-. The
Company has not incurred cash losses during the financial year covered
under the audit nor in the immediately preceding financial year.
xi. There is no secured loan taken by the Company during the Year.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. In our opinion the company is not a chit fund or a nidhi / mutual
benefit fund/ society. Therefore the provisions of clause 4 (xiii) of
the Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
xiv. In our opinion the company is not dealing in or trading in shares,
securities debentures and other investments. Accordingly the provisions
of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are
not applicable to the company.
xv. The Company has not taken any loan from banks or financial
institutions during the year. Therefore the provisions of clause 4 (xv)
of the Companies (Auditor's Report) Order, 2003 are not applicable to
the company.
xvi. The Company has not raised any term loan during the year.
Therefore the provisions of clause 4 (xvi) of the Companies (Auditor's
Report) Order, 2003 are not applicable to the company.
xvii. According to the information and explanations given to us, the
company has not made any preferential allotment of Shares to the
parties and companies covered in the register maintained under section
301 of the Act.
xviii. According to the information and explanations given to us, the
company has not issued any debentures during the year covered by our
audit report.
xix. During the year covered by our audit no money has been raised by
Public issue & therefore the provisions of clause 4 (xx) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company.
xx. 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 Gadgil & Co.
Chartered Accountants
(Dushyant A.Gadgil)
sd/-
PLACE: Mumbai Proprietor
DATE: 2nd September, 2011 M.NO.17795
Firm Registration No. 102876W
Mar 31, 2010
We have audited the attached Balance Sheet of IT PEOPLE (INDIA) LIMITED
as at 31st March, 2010, together with the annexed Profit and Loss
Account and the Cash Flow Statement for the year ended on that date.
1. These Financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order,2003
(amended) issued by the Govt, of India in terms of Section 227 (4A) of
the Companies Act,1956,we enclose in the Annexure a Statement on
matters specified in Paragraph 4 & 5 of the said Order.
4. Subject to Note No. 3 of Schedule 13 forming part of accounts and
further to our comments in the annexure referred in paragraph 3 above
and on the notes forming part of accounts:
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 and Profit and Loss Account and the Cash Flow
Statement dealt by this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet and Profit & Loss Account and the
Cash Flow Statement dealt with by this report are prepared in
accordance with & in compliance with the Accounting Standards referred
to in Sub Section (3C) of Section 211 of the Companies Act, 1956, in so
far as they are applicable to the Company.
e) On the basis of written representations received from the Directors
and taken on record by the Board of Directors, we report that none of
the Directors is disqualified as on 31st March, 2010 from being
appointed as a Director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with Note
No. B3 referred to in Schedule 13 forming part of Accounts, give the
information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
ii) In the case of Profit and Loss Account, of the Profits of the
Company for the year ended on that date and
iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS REPORT 2009-10
Statement referred to in paragraph 3 of our report of even date to the
members of IT PEOPLE (INDIA) LIMITED on the accounts for the year ended
31s March 2010.
i. (a) The Company has maintained proper records showing full
particulars including quantitative
details & situation of Fixed Assets
(b) All the assets have not been physically verified by the management
during the year but there is a regular programme of verification which,
in our opinion, is reasonable having regard to the size and nature of
its assets. No material discrepancies were noticed on such
verification.
(c) During the year, the Company has not disposed off a substantial
part of the Fixed Assets.
ii. The Company being in the business of Information Technology
Solutions Services, is not having any inventory, hence the question of
its physical verification and maintenance of records does not arise.
iii. (a) The company has advanced loan of RS. 26,90,25,773/ -to one of
its wholly owned subsidiary. The maximum amount involved during the
year was RS.26,90,25,773/- .The said amount is advanced in the course
of business of the Company to make acquisitions of new business
overseas, in pursuance of the utilization of the proceeds received on
issue of Global Depositary Receipt. The said advance is interest free
and to the extent it is prejudicial to the interest of the holding
Company.
(b) The Company has taken loans from two parties covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was RS.16,52,90,000/- and the
year end balance of loans taken from such parties is RS.3,36,31,606/-.
(c) The said loans taken from the parties listed in the register
maintained under section 301 of the Companies Act, 1956 are
interest-free and without limitation on repayment and therefore the
loans are prima facie, not prejudicial to the interests of the Company.
(d) There being no stipulation as regards the repayment and other terms
and conditions on which loan has been taken from the Company listed in
the register maintained under section 301 of the Companies Act, 1956,
the question of regularity of payment of Principal and interest does
not arise.
iv. In our opinion and according to explanations given to us, there are
adequate internal control procedures commensurate with the size of the
Company and the nature of its business with regard to purchase of
fixed assets and with regard to sale of Goods. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal controls.
v. In our opinion & according to information and explanation given to
us, there are no transactions of purchases and services made in
pursuance of contracts or arrangements, entered into by the Company
with the party listed in the register maintained under section 301 of
the Companies Act, 1956 and aggregating during the year to Rs.50000/-
or more.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any public deposits and
therefore the provisions of Section 58A & 58AA of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not
applicable to the Company.
vii. In our opinion the Company has an internal audit system
commensurate with the size and nature of its business.
viii. We have been informed that the Central Government has not
prescribed maintenance of cost records under Section 209(l)(d) of the
Companies Act, 1956.
ix. (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
investor education protection fund, employees state insurance, income
tax, sales tax, wealth tax, custom duty, cess and other material
statutory dues applicable to it.
(b) According to information and explanation given to us, there is a
sum of RS.47,33,860/- in arrears, as at 31s March, 2010 for a period
of more than six months from the date they became payable. There are no
other dues of sales tax, customs duty, excise duty and cess in arrears,
as at 31S1 March, 2010 for a period of more than six months from the
date they became payable.
(c) According to information and explanation given to us, there are no
dues of sales tax, income tax, customs duty, wealth tax, excise duty
and cess, which have not been deposited on account of any dispute.
x. The Company is having accumulated losses of RS. 7,74,23,057/-.The
Company has not incurred cash
losses during the financial year covered under the audit nor in the
immediately preceding financial year.
xi. There is no secured loan taken by the Company during the Year.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. In our opinion the company is not a chit fund or a nidhi / mutual
benefit fund/ society. Therefore the provisions of clause 4 (xiii) of
the Companies (Auditors Report) Order, 2003 are not applicable to the
company.
xiv. In our opinion the company is not dealing in or trading in shares,
securities debentures and other investments. Accordingly the provisions
of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are
not applicable to the company.
xv. The Company has not taken any loan from banks or financial
institutions during the year. Therefore the provisions of clause 4 (xv)
of the Companies (Auditors Report) Order, 2003 are not applicable to
the company.
xvi. The Company has not raised any term loan during the year.
Therefore the provisions of clause 4 (xvi) of the Companies (Auditors
Report) Order, 2003 are not applicable to the company.
xvii. During the Year the Company has made issue of 19,06,790 Global
Depository Receipt (GDR) @ US $ 5.24 Per GDR, representing 9,53,39,500
Equity Shares of Face Value of RS.2/- Per Share. On conversion of the
said GDR in INR calculated @1USD=INR.50.53 works out to RS.5.30 Per
Share forming part of the GDR. The management has disclosed the end use
of the proceeds received from the issue of GDR as per Note. No.6,
Schedule 14_ forming Part of Accounts. Pending the end use of the Money
as disclosed by the Company, part of the money has been kept in liquid
funds.
xviii. According to the information and explanations given to us, the
company has not made any preferential allotment of Shares to the
parties æ:, nd companies covered in the register maintained under
section 301 of the Act.
xix. According to the information and explanations given to us, the
company has not issued any debentures during the year covered by our
audit report.
xx. During the year covered by our audit no money has been raised by
Public issue & therefore the provisions of clause 4 (xx) of the
Companies (Auditors Report) Order, 2003 are not applicable to the
company.
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 Gadgil & Co.
Chartered Accountants
(Dushyant A. Gadgil)
Proprietor
M.NO.17795
Firm Registration No. 102876W
DATE: 14th May, 2010
PLACE: Mumbai
Mar 31, 2009
We have examined the attached consolidated balance sheet of IT People
(India) Ltd. and its subsidiaries as at 31st March 2009, the
Consolidated Profit and Loss Account for the year then ended. These
financial statements are the responsibility of the IT People (India)
Ltd.s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards in India. These Standards require that we plan and perform
the audit to obtain reasonable assurance whether the financial
statements are prepared, in all material respects, in accordance with
an identified financial reporting framework and are free of material
misstatements. 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 statements. We believe that our audit provides a
reasonable basis for our opinion.
We have audited financial statements of two Subsidiaries, viz Orient
Information FZ-LLC-UAE & Information Technology People WLL- Bahrain.
The financial statements of Orient Infotech Limited - United Kingdom,
Orient Information Technology Inc. - USA, have been consolidated on the
basis of unaudited financial statements.
We report that the consolidated financial statements have been prepared
by the Company in accordance with the requirements of Accounting
Standard (AS) 21, Consolidated Financial Statements, issued by the
Institute of Chartered Accountants of India and on the basis of the
separate audited financial statements of IT People (India) Ltd. and its
subsidiaries included in the consolidated financial statements.
On the basis of the information and explanation given to us and on the
consideration of the separate audit reports on individual audited
financial statements of IT People (India) Ltd. and its aforesaid
subsidiaries, we are of the opinion that:
(a) The Consolidated Balance Sheet gives a true and fair view of the
consolidated state of affairs of IT People (India) Ltd. and its
subsidiaries as at 31st March 2009; and
(b) The Consolidated Profit and Loss Account gives a true and fair view
of the consolidated results of operations of IT People (India) Ltd. and
its subsidiaries for the year then ended.
(b) The Consolidated Cash Flow statement gives a true and fair view of
the consolidated cash flow of operations of IT People (India) Ltd. and
its subsidiaries for the year then ended.
For Gadgil & Co.
Chartered Accountants
Place: Mumbai
Dated: 22nd June, 2009 Dushyant A. Gadgil
Proprietor
M.No: 17795