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Auditor Report of Excel Realty N Infra Ltd.

Mar 31, 2016

To

The Members of

Excel Realty N Infra Ltd

Formerly Known as Excel Infoways Ltd

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone financial statements of Excel Realty N Infra Limited formerly known as Excel Infoways Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profit and its Cash Flow for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

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

e) On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

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

i. The Company does not have any pending litigations which would impact its financial position.

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.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).

We have audited the internal financial controls over financial reporting of Excel Realty N Infra Ltd formerly known as Excel Infoways Ltd ("the Company”) as on March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(Referred to in paragraph 1 under the heading “Report on other Legal and Regulatory Requirements of our report of even date to the members of Excel Realty N Infra Ltd formerly known as Excel Infoways Ltd for the year ended 31st March, 2016)

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

(b) All the fixed assets were physically verified by the management at reasonable intervals during the year. We are informed that no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

ii) The Company is neither having opening stock nor having closing stock. Therefore, clauses (ii) of paragraph 3 of the order is not applicable.

iii) (a) The Company has granted loans to one Subsidiary covered in the register maintained under section 189 of the Companies Act, 2013 (’The Act’)

(b) In the case of the loan granted to the bodies corporate listed in register maintained u/s 189 of the act whereas the loan granted to its subsidiary is interest free. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4 (iii)(c) of the order is not applicable to the company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than Rs.1 Lakh in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

v) The Company has not accepted any deposits from the public.

vi) As informed to us, the maintenance of Cost Records has not been prescribed by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

vii) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

viii ) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions or debentures holders.

ix) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of paragraph 3 (ix) of the Order is not applicable to the Company.

x) Based upon the audit procedures performed and the information and explanations given by the management, we report that no material fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

xi) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of paragraph 3 (xii) of the Order is not applicable to the Company.

xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv) According to the information and explanation given to us and based on our examination of the record of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

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

xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For S. G. KABRA & CO.,

Chartered Accountants

FRN 104507W

sd/-

Place : Mumbai

Dated : May 26, 2016 (Malvika Mitra)

Partner

M No : 44105


Mar 31, 2015

We have audited the accompanying standalone financial statements of Excel Realty N Infra Limited Formerly known as Excel Infoways Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and Cash Flow Statement for 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified u/s. 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

i. The Company does not have any pending litigations which has impact on its financial position;

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

iii. There is no amount which is required to be transferred to the investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements of our report of even date to the members of Excel Realty N Infra Limited Formerly known as Excel Infoways Limited for the year ended 31st March, 2015)

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

(b) All the fixed assets were physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

(ii) The nature of business of the company is such that there is no inventory. Thus, paragraph 3(ii) of the Order is not applicable

(iii) (a) The Company has granted loans to one Subsidiary Company covered in the register maintained u/s. 189 of the Companies Act, 2013 ('the Act').

(b) In the case of the loans granted to the bodies corporate listed in the register maintained u/s. 189 of the Act whereas the loan granted to its subsidiary is interest free. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than Rs. 1 lakh in respect of the loans granted to the bodies corporate listed in the register maintained u/s. 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for the sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

(vii) (a) The Company is 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 Customs, Duty of Excise, Value Added Tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

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

(c) According to the information and explanations given to us, there are no amount required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

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

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debentures holders.

(x) In our opinion and 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) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other than temporary deployment pending application.

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

For S. G. KABRA & CO., Chartered Accountants FRN 104507W

sd/- (Malvika Mitra) Partner M No. 044105

Place : Mumbai Dated : May 29, 2015


Mar 31, 2014

1. We have audited the accompanying financial statement of Excel Infoways Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 Statement.

2. 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 Section 211(3C) of the Companies Act, 1956 ("œthe 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 free from the material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

4. 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 preparation and presentation of the financial statement that give a true and fair view in order to design audit procedure 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 statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, and based on consideration of the reports the financial statements give a true and fair view in conformity with the accounting principles generally accepted in India.

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

(b) In the case of the Statement of Profit and Loss, 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

6. (i) As required by the Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclosed in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said order.

(ii) Further to our comments in the Annexure referred to in paragraph 6(i) above, as required by section 227(3) of the Act, We report that;

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

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

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representations received from the directors of the company, as on March 31, 2014 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditor''s Report

Referred to in paragraph 6 (i) of our report of even date

1. a) The Company has maintained proper records showing full particulars including quantitative details of situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management at reasonable interval and we are informed that no material discrepancies have been noticed on such verification.

c) During the year, there is no disposal of substantial portion of Fixed Assets of the Company.

2. The nature of business of the Company is such that there is no inventory, hence the Clause (2) of the aforesaid order is not applicable.

3. a) The Company has granted unsecured loans to its subsidiary. The maximum amount outstanding was Rs. 2,994.78 lacs and the year end balance is Rs. 2,855.24 lacs.

b) The Company has not taken any loan secured or unsecured from any party, companies or firms covered under the register maintained u/s 301 of the Companies Act, 1956 during the year.

c) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loans given by the Company, is not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of fixed assets and for sale of service. During the course of our audit, we have not observed any major weakness in the Internal controls.

5. a) According to the information and explanations given to us, in our opinion, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) To the best of our knowledge & belief and according to the information and explanations given to us, in our opinion, the transactions made in pursuance of contracts or agreements with bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956 or any party during the year have been made at prices which appear reasonable as per information available with the Company.

6. The Company has not accepted any deposit from the public.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records for the services rendered by the Company u/s 209(1) (d) of the Companies Act.

9. a) According to the information and explanations given to us and on the basis of records of the Company examined by us, in our opinion, the Company is regularly depositing the undisputed statutory dues, as applicable. There were no arrears of undisputed statutory dues as at March 31, 2014, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and as per books and records of the Company, there are no disputed dues which have remained unpaid as on March 31, 2014 on account of any pending dispute.

10. The Company has neither accumulated losses at the year end nor has not incurred cash losses during the year under review and in the immediately preceding financial year.

11. As per records verified by us, the Company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

12. As per records verified by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a Nidhi / Mutual Fund / Society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company.

14. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments held by the Company in its own name.

15. According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks / financial institutions during the year.

16. In our opinion, the term loans that have been raised by the Company have been applied for the purpose for which these were raised.

17. In our opinion and according to the information and explanations given to us and also on an overall examination of the Balance Sheet of the Company, the funds raised during the year on short term basis have not been used for long term investment.

18. 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 Companies Act.

19. The Company has not issued any debentures and hence clause 4 (xix) of the order is not applicable.

20. The Company has not raised any money by public issue during the year.

21. As per books examined by us and based on the information and explanations given to us, no fraud on or by the Company has been reported during the year

For S. G. KABRA & CO., Chartered Accountants FRN - 104507W

sd/- Malvika Mitra Place : Mumbai Partner Date : May 19, 2014 M No. 44105


Mar 31, 2013

Report on the Financial Statement

1. We have audited the accompanying financial statement of Excel Infoways Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 Statement.

2. 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 Section 211(3C) 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 free from the material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

4. 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 preparation and presentation of the financial statement that give a true and fair view in order to design audit procedure 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 statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, and based on consideration of the reports the financial statements give a true and fair view in conformity with the accounting principles generally accepted in India.

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

(b) In the case of the Statement of 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

6. (i) As require by the Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order. (ii) Further to our comments in the Annexure referred to in paragraph 6(i) above, as required by section 227(3) of the Act, We report that;

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

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

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

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

ANNUAL REPORT 2012 - 2013

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in paragraph 6 (i) of our report of even date

I. a) The Company has maintained proper records showing full particulars including quantitative details of situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management at reasonable interval and we are informed that no material discrepancies have been noticed on such verification.

c) During the year, there is no disposal of substantial portion of Fixed Assets of the Company. 2 . The nature of business of the Company is such that there is no inventory, hence the Clause (2) of the aforesaid order is not applicable.

3. a) The Company has granted unsecured loans to its subsidiary. The maximum amount outstanding was Rs. 2,595.96 lacs and

the year end balance is Rs. 2,595.96 lacs. b) The Company has not taken any loan secured or unsecured from any party, companies or firms covered under the register maintained u/s 301 of the Companies Act, 1956 during the year.

c) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loans given by the Company, is not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of fixed assets and for sale of service. During the course of our audit, we have not observed any major weakness in the Internal controls.

5. a) According to the information and explanations given to us, in our opinion, the transactions that need to be entered in

to the register maintained under section 301 of the Companies Act, 1956 have been so entered. b) To the best of our knowledge & belief and according to the information and explanations given to us, in our opinion, the transactions made in pursuance of contracts or agreements with bodies corporate covered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which appear reasonable as per information available with the Company.The maximum outstanding was Rs. 481 lacs (Dr) and closing balance was Rs. 481 Lacs (Dr)

6. The Company has not accepted any deposit from the public.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records for the services rendered by the Company u/s 209(1)(d) of the Companies Act.

9. a) According to the information and explanations given to us and on the basis of records of the Company examined by

us, in our opinion, the Company is regularly depositing the undisputed statutory dues, as applicable. There were no arrears of undisputed statutory dues as at March 31, 2013 except TDS payable on contractors amounting to Rs. 9.69 Lacs, which were outstanding for a period of more than six months from the date they became payable. b) According to the information and explanations given to us and as per books and records of the Company, there are no disputed dues which have remained unpaid as on March 31, 2013 on account of any pending dispute.

10. The Company has neither accumulated losses at the year end nor has incurred cash losses during the year under review and in the immediately preceding financial year.

II. As per records verified by us, the Company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

12. As per records verified by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a Nidhi / Mutual Fund / Society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company.

14. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments held by the Company in its own name.

15. According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks / financial institutions during the year.

16. In our opinion, the term loans that have been raised by the Company have been applied for the purpose for which these were raised.

17. In our opinion and according to the information and explanations given to us and also on an overall examination of the Balance Sheet of the Company, the funds raised during the year on short term basis have not been used for long term investment.

18. 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 Companies Act.

19. The Company has not issued any debentures and hence clause 4 (xix) of the order is not applicable.

20. The Company has not raised any money by public issue during the year.

21. As per books examined by us and based on the information and explanations given to us, no fraud on or by the Company has been reported during the year

For S. G. KABRA & CO.

Chartered Accountants

FRN - 104507W

sd/-

Malvika P. Mitra

Place: Mumbai Partner

Date : May 27, 2013 M. No. 44105


Mar 31, 2012

1. We have audited the attached Balance Sheet of EXCEL INFOWAYS LIMITED as at March 31,2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further, to our comments in the annexure referred to in paragraph 3 above, we report that

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

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

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

e) As per the information and explanations given to us and based on representations made by all directors of the ' Company to the Board of Directors of the Company none of the directors is disqualified as on March 31, 2012 from being appointed as director under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Subject to above, in our opinion and to the best of our information and according to the explanations given to us, they said accounts, read together with the Significant Accounting Policies followed and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date.

1. a) The Company is maintaining proper records showing full particulars including quantitative details of situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management at reasonable interval and we are informed that no material discrepancies have been noticed on such verification.

c) During the year, there is no disposal of substantial portion of Fixed Assets of the Company.

2. The nature of business of the company is such that there is no inventory, hence Clause (ii) of the aforesaid Order is not applicable.

3. a) The Company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act,1956.

b) The Company has not taken any loan secured or unsecured from any party, companies or firms covered under the register maintained u/s 301 of the Companies Act, 1956 during the year.

c) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the Company, is not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and for sale of service. During the course of our audit, we have not observed any major weakness in Internal controls.

5. a) According to the information and explanations given to us, in our opinion, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered,

b) To the best of our knowledge & belief and according to the information and explanations given to us, in our opinion, there were no transactions made in pursuance of contracts or agreements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party during the year.

6. The Company has not accepted any deposit from the public.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records for the services rendered by the Company u/s 209(1 Xd) of the Companies Act.

9. a) According to the information and explanations given to us and on the basis of records of the Company examined by us, in our opinion, the Company is regularly depositing the undisputed statutory dues, as applicable. There were no arrears of undisputed statutory dues as at March 31, 2012, which were outstanding for a period of more than six months from the date they became payable,

b) According to the information and explanations given to us and as per books and records of the Company, there are no disputed dues which have remained unpaid as on March 31, 2012 on account of any pending dispute.

10. The Company has neither accumulated losses at the yearend nor has incurred any cash losses during the year under review and in the immediately preceding financial year.

11. As per records verified by us, the Company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

12. As per records verified by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund oral Nidhi / Mutual Fund / Society. Therefore the provision of clause 4(xiii) of the order are not applicable to the Company.

14. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments held by the Company in its own name.

15. According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks/financial institutions during the year.

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

17. In our opinion and according to the information and explanations given to us and also on an overall examination of Balance Sheet of the Company, the funds raised during the year on short term basis have not been used for long term investment.

18. 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 Companies Act.

19. The Company has not issued any debentures and hence clause 4 (xix) of the order is not applicable.

20. During the year, the Company has raised Rs 25,70,45,000/- from issue of 1,01,80,000 equity shares of X 10/- each at a premium ofRs 15.25 per share through Qualified Institutional Placement.

21 As per books examined by us and based on the information and explanations given to us, no fraud on or by the Company has been reported during the year.

For S. G. KABRA & CO.

Chartered Accountants

Registration No, 1C4507W

Place : Mumbai Malvika P. Mitra

Date : May 28,2012 Partner

M. No. 44105


Mar 31, 2011

1. We have audited the attached Balance Sheet of EXCEL INFOWAYS LIMITED as at March 31st 2011, the Profit and Loss account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express as opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 of our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further, to our comments in the annexure referred to in paragraph 3 above, we report that

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 examination of the books of the company;

c) The Balance Sheet and the Profit and Loss Account and Cash Flow statement referred to in this report are in agreement with the books of account submitted to us;

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

e) As per the information and explanations given to us and based on representations made by all directors of the company to the board, none of the directors is disqualified as on 31.03.2011 from being appointed as director under clause (g) of the sub section (1) of section 274 of the Companies Act, 1956;

f) Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the significant accounting policies followed and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In case of Balance Sheet of the state of affairs of the company as at March 31st 2011;

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

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

ANNEXURE TO AUDITORS' REPORT Referred to in paragraph 3 of our report of even date.

1. a) The company is maintaining proper records showing full particulars including quantitative details of situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management at reasonable interval and we are informed that no material discrepancies have been noticed on such verification.

c) During the year, there is no disposal of substantial portion of Fixed Assets of the company.

2. The nature of business of the company is such that there is no inventory, hence the Clause (ii) of the aforesaid order is not applicable.

3. a) The company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act,1956.

b) The company has not taken any loan secured or unsecured from any party, companies or firms covered under the register maintained u/s 301 of the Companies Act, 1956 during the year. However the company has repaid the unsecured loan of Rs. 5.16 lacs during the year.

c) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the company, is not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and for sale of service. During the course of our audit, we have not observed any major weakness in Internal controls.

5. a) According to the information and explanations given to us, in our opinion, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) To the best of our knowledge & belief and according to the information and explanations given to us, in our opinion, there were no transactions made in pursuance of contracts or agreements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party during the year.

6. The company has not accepted any deposit from the public.

7. In our opinion, the company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records for the services rendered by the company u/s 209(1)(d) of the Companies Act.

9. a) According to the information and explanations given to us and on the basis of records of the company examined by us, in our opinion, the Company is regularly depositing the undisputed statutory dues, as applicable. There were no arrears of undisputed statutory dues as at 31st March 2011, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and as per books and records of the company, there are no disputed dues which have remained unpaid as on 31.03.2011 on account of any pending dispute.

10. The company has neither accumulated losses at the year end nor has incurred any cash losses during the year under review and in the immediately preceding financial year.

11. As per records verified by us, the company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

12. As per records verified by us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a Nidhi / Mutual Fund / Society. Therefore the provision of clause 4(xiii) of the order are not applicable to the company.

14. The company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments held by the Company in its own name.

15. According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks / financial institutions during the year.

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

17. In our opinion and according to the information and explanations given to us and also on an overall examination of Balance Sheet of the company, the funds raised during the year on short term basis have not been used for long term investment.

18. 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 Companies Act.

19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable.

20. The Company has not raised any money by public issue, during the year.

21. As per books examined by us and based on the information and explanations given to us, no fraud on or by the company has been reported during the year.

For S. G. Kabra & Co. Chartered Accountants

Malvika Mitra Partner Place : Mumbai M. No. 44105 Dated : 11th August, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of EXCEL INFOWAYS LIMITED as at 31st March 2010, the Profit and Loss account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express as opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 of our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further, to our comments in the annexure referred to in paragraph 3 above, we report that

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 examination of the books of the company;

c) The Balance Sheet and the Profit and Loss Account and Cash Flow statement referred to in this report are in agreement with the books of account submitted to us;

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

e) As per the information and explanations given to us and based on representations made by all directors of the company to the board, none of the directors is disqualified as on 31st March 2010 from being appointed as director under clause (g) of the sub section (1) of section 274 of the Companies Act, 1956;

f) Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the significant accounting policies followed and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of our report of even date.

1. a) The company is maintaining proper records showing full particulars including quantitative details of situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management at reasonable interval and we are informed that no material discrepancies have been noticed on such verification.

c) During the year, there is no disposal of substantial portion of Fixed Assets of the company.

2. The nature of business of the company is such that there is no inventory, hence the clause (ii ) of the aforesaid order is not applicable.

3. a) The company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act,1956.

b) The company had taken unsecured loan amounting to Rs. 373.80 Lacs from one party during the year, from companies, firms or other parties covered under the register maintained u/s 301 of the Companies Act, 1956. Out of this loan, a sum of Rs. 5.16 lacs outstanding as at the end of the year. Maximum balance in this account during the year was Rs. 358.80 lacs.

c) In our opinion and according to information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the company, is not prima facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and for sale of service. During the course of our audit, we have not observed any major weakness in Internal controls.

5. a) According to the information and explanations given to us, in our opinion, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) To the best of our knowledge & belief and according to the information and explanations given to us, in our opinion, there were no transactions made in pursuance of contracts or agreements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party during the year.

6. The company has not accepted any deposit from the public.

7. In our opinion, the company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records for the services rendered by the company u/s 209(1)(d) of the Companies Act.

9. a) According to the information and explanations given to us and on the basis of records of the Company examined by us, in our opinion, the Company is regularly depositing the undisputed statutory dues, as applicable. There were no arrears of undisputed statutory dues as at 31st March 2010, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and as per books and records of the Company, there are no disputed dues which have remained unpaid as on 31st March 2010 on account of any pending dispute.

10. The company has neither accumulated losses at the year end nor has incurred any cash losses during the year under review and in the immediately preceding financial year.

11. As per records verified by us, the company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

12. As per records verified by us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a Nidhi / Mutual Fund / Society. Therefore the provision of clause 4(xiii) of the order are not applicable to the company.

14. The company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments held by the Company in its own name.

15. According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks / financial institutions during the year.

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

17. In our opinion and according to the information and explanations given to us and also on an overall examination of Balance Sheet of the company, the funds raised during the year on short term basis have not been used for long term investment.

18. 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 Companies Act.

19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable.

20. During the year covered by our Audit, the Company has raised money by public issue for setting up New Facilities and Strategic Investment. The proceeds of the public offer have been applied for the purpose for which the funds were raised.

21. As per books examined by us and based on the information and explanations given to us, no fraud on or by the company has been reported during the year.

For S. G. KABRA & CO.

Chartered Accountants

Malvika P. Mitra

Partner

Place : Mumbai M. No. 44105

Dated : 4th August, 2010


Mar 31, 2009

1. We have audited the attached Balance Sheet of EXCEL INFOWAYS LIMITED as at March 31st 2009, the Profit and Loss account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company’s management. Our responsibility is to express as opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 of our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order

4. Further, to our comments in the annexure referred to in paragraph 3 above, we report that

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 examination of the books of the company;

c) The Balance Sheet and the Profit and Loss Account and Cash Flow statement referred to in this report are in agreement with the books of account submitted to us;

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

e) As per the information and explanations given to us and based on representations made by all directors of the company to the board, none of the directors is disqualified as on 31.03.2009 from being appointed as director under clause (g) of the sub section (1) of section 274 of the Companies Act, 1956;

f) Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the significant accounting policies followed and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) in case of Balance Sheet of the state of affairs of the company as at March 31st 2009;

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

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

Referred to in paragraph 3 of our report of even date.

1. a) The company is maintaining proper records showing full particulars including

quantitative details of situation of Fixed Assets.

b) The Fixed Assets have been physically verified by the management at reasonable interval and we are informed that no material discrepancies have been noticed on such verification.

c) During the year, there is no disposal of substantial portion of Fixed Assets of the company.

2. The nature of business of the company is such that there is no inventory, hence the clause (ii ) of the aforesaid order is not applicable.

3. a) The company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained u/s301 of the Companies Act,1956.

b) The company has not taken any loan secured or unsecured from any party, companies or firms covered under the register maintained u/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and for sale of service. During the course of our audit, we have not observed any major weakness in Internal controls.

5. a) According to the information and explanations given to us, in our opinion, the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) To the best of our knowledge & belief and according to the information and explanations given to us, in our opinion, there were no transactions made in pursuance of contracts or agreements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rupees Five Lacs in respect of any party during the year.

6. The company has not accepted any deposit from the public.

7. In our opinion, the company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records for the services rendered by the company u/s 209(1)(d) of the Companies Act.

9. a) According to the information and explanations given to us and on the basis of records of the Company examined by us, in our opinion, the Company is regularly depositing the undisputed statutory dues, as applicable. There were no arrears of undisputed statutory dues as at 31st March 2009, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and as per books and records of the Company, there are no disputed dues which have remained unpaid as on 31.03.2009 on account of any pending dispute.

10. The company has neither accumulated losses at the year end nor has incurred any cash losses during the year under review and in the immediately preceding financial year.

11. As per records verified by us, the company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

12. As per records verified by us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a Nidhi / Mutual Fund / Society. Therefore the provision of clause 4(xiii) of the order are not applicable to the company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the clause 4 (xiv) of the aforesaid order is not applicable to the company.

15. According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks / financial institutions during the year.

16. The term loans were applied for the purpose for which the loans were obtained.

17. In our opinion and according to the information and explanations given to us and also on an overall examination of Balance Sheet of the company, the funds raised during the year on short term basis have not been used for long term investment.

18. 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 Companies Act.

19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable.

20. The company has not raised any money by public issue during the year.

21. As per books examined by us and based on the information and explanations given to us, no fraud on or by the company has been reported during the year.

For, S. G. KABARA & CO. Chartered Accountants

Place: Mumbai Malvika P. Mitra Date: 4th June, 2009 Partner M. No. 44105

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