Mar 31, 2015
We have audited the accompanying Financial Statements of
HealthFore Technologies Limited (Formerly known as Religare
Technologies Limited) ("the Company"), which comprises the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014.
This responsibility also includes 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 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 a 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 financial controls 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
whether the company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by 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 on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2015;
b) in the case of the Statement of Profit and Loss, of the Loss 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, 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 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 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
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the applicable 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 31st March, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2015, from
being appointed as a director in terms of sub-section (2) of Section
164 of the Act.
f) In our opinion and to the best of our information and according to
the explanations given to us, we report as under with respect to other
matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014:
(i) The Company has disclosed the impact of pending litigations on its
financial position in its Financial Statements  Refer Note 23A to the
financial statements.
(ii) The company has made provisions as required under the applicable
law or accounting standards, for material foreseeable losses, if any on
long term contracts including derivative contracts; and
(iii) There were no amounts which were required to be transferred to
Investor Education and Protection Fund. So, question of delay in
transferring the amount into above funds does not arise.
The Annexure referred to in paragraph 5 of Our Report of even date to
the members of HealthFore Technologies Limited (Formerly known as
Religare Technologies Limited) on the Financial Statements of the
Company for the year ended 31st March, 2015.
(i) (a) The Company has generally maintained proper records showing
full particulars including quantitative details and situation of the
fixed assets.
(b) All the fixed assets have been physically verified by the
management at reasonable intervals as explained by the management
which, in our opinion, is reasonable having regard to the size of the
company and the nature of its assets.
(ii) The company is primarily engaged in IT sector and accordingly,
does not hold any inventory at the end of year. Thus, clause (ii) of
the order is not applicable.
(iii) The Company has not granted any loans, secured or unsecured, to
bodies corporate covered in the register maintained under Section 189
of the Companies Act, 2013. Accordingly, sub-clauses (a) and (b) of
Clause (iii) of the order are not applicable.
(iv) In our opinion and according to the explanations given to us,
there is an adequate internal control system commensurate with the size
of the company and nature of its business for purchase of Inventory and
Fixed Assets and for the sale of goods and services. We have not
observed any continuing major weakness in the internal control system
during the course of the audit.
(v) As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposits
within the meaning of sections 73 to 76 or other relevant provisions of
the Act and Rules framed there under.
(vi) As the company is engaged in providing IT services as per records
shown to us, the Company is not required to maintain cost records
specified by the Central Government under sub section (1) of section
148 of the Act.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, the
amounts deducted/ accrued in the books of accounts in respect of
undisputed statutory dues including Provident Fund, Income-tax,
Sales-tax, Wealth tax, Service tax and other material statutory dues
have been regularly deposited during the year by the Company with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of Provident
Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material
statutory dues were in arrears as at 31 March' 2015 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of Wealth tax and Cess which have not been
deposited with the appropriate authorities on account of any dispute.
However, according to information and explanations given to us, the
following dues of Income tax, Sales tax, Service tax and Gratuity have
not been deposited/ paid by the Company on account of disputes. (For
details, refer Note 23A to the Financial Statements).
Name of the Nature of dues Amount of
Statute Demand (Rs.)
Income Tax, Act 1961 Disallowance of Expenses 3,54,51,530
Income Tax, Act 1961 Non deduction of TDS 1,36,741
Service Tax Regular Assessment 5,40,824
Service Tax CENVAT Disallowance 37,56,456
PBVAT Act/VAT VAT demand 10,74,026
Payment of Non payment of full 3,85,000
Gratuity Act, 1972 Gratuity Amount
Name of the Statute Financial Forum Where
Year dispute is pending
Income Tax Act,1961 2007-08 CIT(Appeals),II, Ludhiana
Income Tax Act,1961 2008-09 CIT(Appeals)-XXX
Service Tax 2005-06 & A.O.
2006-07
Service Tax 2011-12 Commissioner
of Service Tax, Delhi
PBVAT Act/VAT 2008-09 Commissioner
of VAT, Kolkata
Payment of 2011-12 Assistant Labour
Grtuity Act,1972 Commissioner (Central),
Chandigarh
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, Company is
not required to transfer any amount to the Investor Education and
Protection Fund.
(viii) The net worth of the company has been eroded due to accumulated
losses. However, the financial statements of the company have been
prepared based on going concern basis as the company has substantial
orders in hand to execute in the next Financial Year and the company is
investing in building the product for the future. The Company has
incurred cash losses in the financial year ended on that date and in
the immediately preceding financial year.
(ix) In our opinion and according to the information and explanation
given by the management and as per the records, the company has not
defaulted in repayment of dues to a financial institution or a bank.
The Company has not issued any debentures.
(x) As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from bank/financial
institution.
(xi) In our opinion and according to the information and explanation
given to us, term loans have been utilized for the purpose for which
the loans were obtained.
(xii) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practice in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such cases by the management.
For & on behalf of
For RRCA & Associates
(Chartered Accountants)
Firm Registration No.: 022107N
Sd/-
Ravi Kumar
(Partner)
Place : Delhi Membership No. : 508424
Date : May 21, 2015
Mar 31, 2014
We have audited the accompanying Financial Statements of Health Fore
Technologies Limited (Formerly known as Religare Technologies Limited)
("the Company"), which comprises the Balance Sheet as at 31st March,
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 Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub- section (3C) of Section
211 of the Companies Act, 1956 read with General Circular 15/2013 dated
13th September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013. This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain a
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 controls 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 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 31st March, 2014;
b) in the case of the Statement of Profit and Loss, of the Loss 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 of
sub-section (4A) of Section 227 of the Companies Act, 1956, we give in
the Annexure, a statement on the matters specified in paragraphs 4 and
5 of the Order.
2. As required by Section 227(3) of the Companies Act, 1956 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 in 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
account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of Section 211 of the Companies Act, 1956 read with
General Circular 15/2013 dated 13th September,
2013 of the Ministry of Corporate Affairs in respect of Section 133 of
the Companies Act, 2013;
e) on the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2014, from
being appointed as a director in terms of clause (g) of sub- section (1
) of Section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
The Annexure referred to in paragraph 1 of Our Report of even date to
the members of Health Fore Technologies Limited (Formerly known as
Religare Technologies Limited) on the Financial Statements of the
Company for the year ended 31st March, 2014.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
I. (a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) All the fixed assets have been physically verified by the
management at reasonable interval as explained by the management which,
in our opinion, is reasonable having regard to the size of the company
and the nature of its assets.
(c) No substantial part of fixed assets has been disposed off by the
Company during the year that affects the going concern status of the
Company.
II. The inventory at the end of financial year was NIL. However, the
frequency of verification is reasonable. The procedures of physical
verification of inventory followed by the management are reasonable and
adequate in relation to the size of the company and the nature of its
business. The company is maintaining proper records of inventory. As
explained to us, no discrepancies were noticed on physical verification
of inventory as compared to books.
III.(a)The Company has not granted any loans, secured or unsecured, to
bodies corporate covered in the register maintained under Section 301
of the Companies Act, 1956. Accordingly, Sub-clauses from (b) to (d)
of Clause III of the order are not applicable.
(e) The company has taken loans, secured or unsecured (i.e.payable on
demand) from four bodies corporate covered in the register maintained
under section 301 of the Companies Act, 1956. The maximum amount
outstanding during the year was Rs. 388.54 Crores and the year-end
balance of such loan amounted to Rs. 178.50 Crores. Other than the
above, the Company has not taken any loans, secured or unsecured, from
companies, firms or parties covered in the register maintained under
section 301 of the Act. The detail is given below:
Name of Lender Nature of Loan Relationship with
the entities
Religare Finvest Limited Secured Demand Loan Director Holding
RHC Holding Private Limited Demand Loan Director Holding
Oscar Investment Limited Demand Loan Director Holding
Name of Lender Balance on Maximum amount
31/03/14 during the
(In Crores) year (In Crores)
Religare Finvest Limited 10.37 109.77
RHC Holding Private Limited 127.45 127.45
Oscar Investment Limited 40.68 151.32
178.50 388.54
(f) In our opinion, the rate of interest and other terms and conditions
of loans taken by the company are prima facie not prejudicial to the
interest of the com- pany.
(g) In our opinion, the loans taken by the company are repayable on
demand hence there is no payment schedule. However as per records,
information and explanation given to us, whenever the party has asked
for repayment, the company has paid regularly.
IV. In our opinion and according to the explanations given to us, there
is an adequate internal control system commensurate with the size of
the company and nature of its business for purchase of fixed assets and
inventory and sale of goods and services. We have not observed any
major weakness in the internal control system during the course of the
audit.
V. (a) In our opinion and according to information and explanations
given to us, the particulars of contracts and arrangements referred to
in section 301 of the Company Act, 1956 have been entered in the
register required to be maintained under that section of the Companies
Act, 1956.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in
(v)(a) above and exceeding the value of Rs 5 lakh with any party during
the year have been made at prices which are prima facie reasonable
having regard to the prevailing market prices available at the relevant
time.
VI. As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposit from
the public within the meaning of section 58A and 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975.
VII. In our opinion the Company has an adequate internal audit system
commensurate with the size & nature of its business.
VIII. As the company is engaged in trading and service section as per
records shown to us, the Company is not required to maintain cost
records under Section 209(1)(d) of the Act, as per general circular no.
67/2011 dated 30th November, 2011 issued by the Government of India,
Ministry of Corporate Affairs, Cost Audit Branch.
IX.(a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the amounts
deducted/accrued in the books of accounts in respect of undisputed
statutory dues including Provident Fund, Investor Education and
Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, and
other material statutory dues have been regularly deposited during the
year by the Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Investor
Education and Protection Fund, Income tax, Sales tax, Wealth tax,
Service tax and other material statutory dues were in arrears as at 31
March 2014 for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us, there
are no material dues of Wealth tax and Cess which have not been
deposited with the appropriate authorities on account of any dispute.
However, according to information and explanations given to us, the
following dues of Income tax, Sales tax, and Service tax, have not been
deposited by the Company on account of disputes:
Nature of Statutes/ Financial Demand Forum where dispute
dues Year Amount is pending
(Rs.In Lacs)
Service Tax 2005-06 & 5.41 Commissioner Central
2006-07 Excise(CCE),Chandigarh
Service Tax 2011-12 37.56 Commissioner of
Service Tax, Delhi
Income Tax Act, 2007-08 354.51 Commissioner Income Tax
1961/Income Tax
Income Tax Act, 2008-09 1.36 Commissioner Income Tax
1961 Income Tax (CIT), Delhi
PBVAT Act / VAT 2008-09 10.74 Commissioner of VAT,
Kolkata
CST Act, / CST 2009-10 2.93 Duty Commissioner of
VAT, Gujarat
CST Act / CST 2010-11 8.20 Duty Commissioner of
VAT, Delhi
Gratuity 2011-12 3.85 Assistant Labour
Commissioner (Central),
Chandigarh
Total 424.56
X. The net worth of the company has been eroded due to accumulated
losses. However, the financial statements of the company have been
prepared based on going concern on the basis of commitment provided by
the promoter shareholders. The company has incurred cash losses in the
current financial year and immediately preceding fi- nancial year.
XI. In our opinion and according to the information and expla- nation
given by the management and as per records, the company has not
defaulted in repayment of dues to a fi- nancial institution or a banks
or debenture holder, if any.
XII. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
XIII. In our opinion and according to the information and expla-
nations given to us, the Company is not a chit fund/nidhi/mutual
benefit fund/society.
XIV. In our opinion and according to information and explanations given
to us, the Company has maintained proper records of transactions and
contracts for trading in units/securities (Mutual Funds) during the
year under review and timely entries were made therein. The securities
are held by the company in its own name.
XV. As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from bank/financial
institutions.
XVI. In our opinion and according to the information and explanations
given to us, term loans have been utilised for the purpose for which
the loans were obtained.
XVII. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds if any, raised on short term basis, have been used for
long-term investment.
XVIII. According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under section 301 of
the Companies Act, 1956.
XIX. The Company has not issued any debenture or bond during the year
and did not have any outstanding balance of debentures or bond during
the year.
XX. As the Company has not raised any money by way of public issue or
right issue during the year, this clause is not applicable to the
company.
XXI. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For & on behalf of
For RRCA & Associates,
(Chartered Accountants)
Firm Reg. No. 022107N
Sd/-
Ravi Kumar
Place : New Delhi (Partner)
Date : 20th May 2014 Membership No. 508424
Mar 31, 2013
We have audited the accompanying financial statements of HealthFore
Technologies Limited (Formerly known as Religare Technologies Limited)
("the Company"), which comprise the Balance Sheet as at March 31, 2013,
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 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, implementa- tion and maintenance of internal control
relevant to the prepara- tion 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.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks ofmaterial misstatement of the finan- cial 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 finan- cial statements in
order to design audit procedures that are ap- propriate in the
circumstances. An audit also includes evaluat- ing the appropriateness
of accounting policies used and the rea- sonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial state- ments.
We believe that the audit evidence we have obtained is suffi- cient and
appropriate to provide a basis for our audit 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 March 31, 2013;
b) in the case of the Statement of Profit and Loss, of the Loss 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.
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters speci- fied in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explana- tions 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
ofaccount.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the direc- tors 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.
f) Since the Central Government has not issued any no- tification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
pre- scribing the manner in which such cess is to be paid, no cess is
due and payable by the Company.
The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of HealthFore Technologies Limited (Formerly known as
Religare Technologies Limited). on the ac- counts of the company for
the year ended 31st March, 2013.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
I. The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets in the system itself. All the assets have been physically
verified by the management at reasonable interval as told by the
management which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. Some of the fixed
assets have been disposed of during the year but it does not impact
going concern.
II. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable. The procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business. The company is
maintaining proper records of inventory. The discrepancies noticed on
verification be- tween the physical stocks and the book records were
not material and were dealt with in books of accounts, hence the
provision for the inventory has been accounted for.
III. (a) The Company has not granted any loans, Secured or Unsecured,
to companies, firms or other parties cov- ered in the register
maintained under Section 301 of the Act. Accordingly, Sub-clauses from
(b) to (d) of Clause III of the order are not applicable to the
company.
(e) The company has taken secured /unsecured demand loan (i.e. payable
on demand) from one party covered in the register maintained u/s 301 of
the Companies Act-1956. The detail is given below:
Name of
Lender Nature of
Loan Relation
ship Balance
on Maximum amount
with the
entities 31/03/13 during the
(In
Crores) year
(In Crores)
Religare
Finvest
Limited Secured
Demand
Loan Director
Holding 109.77 224.03
RHC
Holding
Pvt Limited Demand
Loan Director
Holding 61.48 74.72
Oscar
Investment
Limited Demand
Loan Director
Holding 140.41 140.41
R. C.
Nersery
Pvt Ltd. Demand
Loan Director
Holding Nil 7.55
(f) In our opinion, the rate of interest and other terms and conditions
of loans taken by the company are prima facie not prejudicial to the
interest of the company.
(g) In our opinion, the loans taken by the company is repayable on
demand hence there is not payment schedule. However as per records,
information and explanation given to us, the party has, whenever, asked
for repayment the company has paid regularly.
IV. In our opinion and according to the explanations given to us,
there is adequate internal control system commensurate with the size of
the company and nature of its business for purchase of fixed assets and
inventory and sale of goods and services.
V. (a) According to information and explanation provided to us, we are
of the opinion that the transactions made in pursuance of contracts and
arrangements need to be en- tered into the register maintained under
section 301 of the Companies Act, 1956, have been so entered.
(b) In our opinion and according to information and explana- tion to
us, the transactions made in pursuance of the con- tract and
arrangement entered in register maintained un- der section 301 of the
Companies Act, 1956 and exceeding the value of Rs. 5 Lacs in respect of
any party during the year have been made at the price which are
reasonable having regards to the prevailing the market price at the
relevant time.
VI. As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposit from
the public within the meaning of section 58A and 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975. Therefore, this clause of the
order is not applicable.
VII. In our opinion the Company has an internal audit system
commensurate with the size & nature of its business.
VIII. As the company is engaged in trading and service section as
records shows, so the provisions of section 209 (1) (d) of the
Companies Act, 1956 with regard to maintenance of cost records are not
applicable.
IX.(a) As per records produced to us and information & explanation
given to us, the company, the amounts deducted/ accrued in the books of
accounts in respect of undisputed statutory dues including Income Tax,
Service Tax, Value Added Tax, ESI, PF and other material statutory dues
have been regularly deposited during the year except the liabili- ties
towards Professional Tax amounting to Rs. 645436 for which cheques has
been issued but the same yet to be cleared as on 14th May 2013.
(b) According to the information and explanations given to us and as
per records, the undisputed liabilities towards labour welfare fund
amounting to Rs.12768 (Including the stale cheque amounting to Rs. 11832)
were in arrears for the period more than six month from the date that
became payable.
X. The net worth of the company has been eroded due to accumulated
losses. However, the financial statement of the company has been
prepared based on going concern on the basis of commitment provided by
the promoter shareholders. The company has incurred cash losses in the
current financial year and immediately preceding financial year.
XI. In our opinion and according to the information and explanation
given by the management and as per records, the company has not
defaulted in repayment of dues to as financial institution or a bank or
debenture holder, if any.
XII. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
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 (as amended)
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 (as amended) are not applicable to the Company.
XV. As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from banks /financial
institutions.
XVI. In our opinion and according to the information and explanations
given to us by the management, term loans has been utilised for the
purpose for which it has been taken.
XVII. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds if any, raised on short-term basis, have been used for
long-term investment.
XVIII. According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Act.
XIX. The Company has not issued any debenture or bond during the year.
Therefore this clause is not applicable to the company.
XX. As the Company has not raised any money by way of pub- lic issue
or right issue during the year.
XXI. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For & on behalf of
For RRCA & Associates,
(Chartered Accountants)
Firm Reg. No. 022107N
Sd/-
Ravi Kumar
Place:New Delhi (Partner)
Date : 17th May 2013 Membership No. 508424
Mar 31, 2012
1. We have audited the attached Balance Sheet of Religare Technologies
Limited as on 31st March, 2012, the Statement of Profit and Loss and
also the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the Auditing Standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit also
includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis of our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that:
I. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of
audit.
II. In our opinion, proper books of accounts as required by law have
been kept by the company, so far as appears from our examination of
those books.
III. The Balance Sheet and Statement of Profit and Loss dealt with by
this report are in agreement with the books of account.
IV. In our opinion, the Balance Sheet and Statement of Profit and Loss
dealt with by this report are in accordance with the Accounting
Standards referred to in Section 211(3C) of the Companies Act, 1956.
V. On the basis of written representations from the directors as on
31st March 2012, taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March 2012, from being appointed
as a director under Section 2 74(1)(g) of the Companies Act, 1956.
VI. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, give the information
required by the Companies Act, 1956 in the manner so required, give a
true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of Balance Sheet of the state of affairs as on 31st
March, 2012,
ii) In the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended 31st March 2012.
iii) In the case of the 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 on the accounts
for the year ended 31st March, 2012 of M/s RELIGARE
TECHNOLOGIES LIMITED
I. The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets in the system itself. All the assets have been physically
verified by the management at reasonable interval as told by the
management which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. Some of the fixed
assets have been disposed of during the year but it does not impact
going concern.
II. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable. The procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business. The company is
maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and the book records were not
material and were dealt with in books of accounts, hence the provision
for the inventory has been accounted for.
III. (a) The Company has not granted any loans, Secured or Unsecured,
to companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, Sub-clauses from (b) to (d)
of Clause III of the order are not applicable to the company.
(b) The company has taken unsecured demand loan (i.e. payable on
demand) from one party covered in the register maintained u/s 301 of
the Companies Act-1956. The detail is given below:
Name of Nature Relationship Balance as Maximum
Lender of Loan with on 31/03/12 amount
the entity during
the year
R. C.
Nursery Demand Director 68,00,000 12,00,00,000
Private
Limited Loan Holding
(c) In our opinion, the rate of interest and other terms and conditions
of loans taken by the company are prima facie not prejudicial to the
interest of the company.
(d) In our opinion, the loans taken by the company is repayable on
demand hence there is not payment schedule. However as per records,
information and explanation given to us, the party has, whenever, asked
for repayment the company has paid regularly.
IV. In our opinion and according to the explanations given to us,
there is adequate internal control system commensurate with the size of
the company and nature of its business for purchase of fixed assets and
inventory and sale of goods and services.
V. (a) According to information and explanation provided to us, we are
of the opinion that the transactions made in pursuance of contracts and
arrangements need to be entered into the register maintained under
section 301 of the Companies Act, 1956, have been so entered.
(b) In our opinion and according to information and explanation to us,
the transactions made in pursuance of the contract and arrangement
entered in register maintained under section 301 of the Companies Act,
1956 and exceeding the value of Rs.5 Lacs in respect of any party
during the year have been made at the price which are reasonable having
regards to the prevailing the market price at the relevant time.
VI. As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposit from
the public within the meaning of section 58A and 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975. Therefore, this clause of the
order is not applicable.
VII. In our opinion the Company has an internal audit system
commensurate with the size & nature of its business.
VIII. As the company is engaged in trading and service section as
records shows, so the provisions of section 209 (1) (d) of the
Companies Act, 1956 with regard to maintenance of cost records are not
applicable.
IX. (a) As per records produced to us and information & explanation
given to us, the company, the amounts deducted/accrued in the books of
accounts in respect of undisputed statutory dues including Income Tax,
Service Tax, Value Added Tax, ESI, PF and other material statutory dues
have been regularly deposited during the year except the liabilities
towards Professional Tax and Labour Welfare Fund (Employee as well
Employer Contribution) which is either yet to be deposited or deposited
but the cheques have not been realized till 31st March 2012. The
details are given below:
Nature of Period Amount Remarks
Liability in Rs.
Labour Welfare November 5643 Cheque issued
fund 2011 onwards but not cleared.
Professional Tax October 288602 Payment yet to
2011 onwards be deposited.
(b) According to the information and explanations given to us, the
undisputed liabilities towards Professional Tax amounting to Rs.11,00,118
were in arrears for the period more than six month from the date that
became payable.
(c) According to the records produced to us and the information &
explanation given to us, there are some demands raised by the authority
of VAT, Income Tax, and Service Tax which have not been deposited on
account of disputes. The detail is summarized below:
Particulars Financial Amount Authority where
Year (Rs. In Lacs) case is pending
Service Tax 2005-06 5.41 Deputy
& 2006-07 Commissioner
Central Excise
(CCE), Ludhiana
Income Tax 2007-08 354.51 Commissioner
Income Tax (CIT)
Income Tax 2008-09 20.06 Commissioner
Income Tax (CIT)
VAT 2008-09 10.74 Commissioner of
VAT, Kolkata
Service Tax 2011-12 37.56 Process of filing
suitable reply
of Demand
Total 428.48
X. The net worth of the company has been eroded due to accumulated
losses. However, the financial statement of the company has been
prepared based on going concern on the basis of commitment provided by
the promoter shareholders. The company has incurred cash losses in the
current financial year and immediately preceding financial year.
XI. In our opinion and according to the information and explanation
given by the management, the company has not defaulted in repayment of
dues to as financial institution or a bank or debenture holder, if any.
XII. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
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 (as amended)
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 (as amended) are not applicable to the Company.
XV. As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from banks /financial
institutions.
XVI. In our opinion and according to the information and explanations
given to us by the management, term loans has been utilised for the
purpose for which it has been taken.
XVII. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds if any, raised on short-term basis, have been used for
long-term investment.
XVIII. According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Act.
XIX. The Company has not issued any debenture or bond during the year.
Therefore this clause is not applicable to the company.
XX. As the Company has not raised any money by way of public issue or
right issue during the year.
XXI. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For & on behalf of
For RRCA & Associates,
Chartered Accountants
(Firm Registration No. 022107N)
Sd/-
Place : New Delhi (RAVI KUMAR)
Date : May 28, 2012 (Membership No. 508424)
Mar 31, 2011
1. We have audited the attached Balance Sheet of Religare Technologies
Limited as on 31st March, 2011 , the Profit and Loss Account and also
the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the Auditing Standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit also
includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis of our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that:
I. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of
audit.
II. In our opinion, proper books of accounts as required by law have
been kept by the company, so far as appears from our examination of
those books.
III. The Balance Sheet and Profit and Loss Account dealt with by this
report are in agreement with the books of account.
IV. In our opinion, the Balance Sheet and the Profit and Loss Account
dealt with by this report are in accordance with the Accounting
Standards referred to in Section 211(3C) of the Companies Act, 1956.
V. On the basis of written representations from the directors as on
31st March 2011, taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March 2011, from being appointed
as a director under Section 274(1)(g) of the Companies Act, 1956.
VI. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, give the information
required by the Companies Act, 1956 in the manner so required, give a
true and fair view in conformity with the accounting principles
generally accepted in India.
i) In the case of Balance Sheet of the state of affairs as on 31st
March, 2011.
ii) In the case of the Profit and Loss Account, of the profit of the
Company for the year ended 31st March 2011.
iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
Referred to in paragraph 3 of our report of even date on the accounts
for the year ended 31st March, 2011 of M/s RELIGARE TECHNOLOGIES
LIMITED
I. The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets in the system itself. All the assets have been physically
verified by the management at reasonable interval as told by the
management which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. Some of the fixed
assets have been disposed of during the year but it does not impact
going concern.
II. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable. The procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business. The company is
maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and the book records were not
material and has been dealt with in books of accounts.
III. (a) The Company has not granted any loans, Secured or Unsecured,
to companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, clause (III) (b) to (III)
(d) of paragraph 4 of the order is not applicable to the company of the
current year. (b) The company has taken unsecured demand loan (i.e.
payable on demand) from parties covered in the register maintained u/s
301 of the companies Act-1956.The details of the parties and amount
involved is as follow:
Name of Nature Balance on Maximum
Lender of Loan 31/03/11 amount
during the year
RANBAXY HOLDING Demand 80,00,000 126,40,00,000
COMPANY Loan
OSCAR INVESTMENTS Demand 50,00,000 59,00,00,000
LIMITED Loan
RELIGARE FINVEST Demand 37,37,00,000 188,67,00,000
LIMITED Loan
The rate of interest and other terms and conditions of loans taken by
the company are prima facie not prejudicial to the interest of the
company; and the payment of interest is regular.
IV. In our opinion and according to the explanations given to us,
there is adequate internal control system commensurate with the size of
the company and nature of its business for purchase of fixed assets and
inventory and sale of goods and services. During the course of our
audit we have not observed any weakness in internal control system in
respect of activities being done during the year.
V. As per records and documents and explanation provided to us, there
are no any contracts or arrangements, which are made the parties that
need to be entered into the register maintained under section 301 of
the Company Act.
VI. As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposit from
the public within the meaning of section 58A and 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975.
VII. In our opinion the Company has an internal audit system
commensurate with the size & nature of its business.
VIII. As the company is engaged in trading and service section as
records shows, so the provisions of section 209 (1) (d) of the
Companies Act, 1956 with regard to maintenance of cost records are not
applicable.
IX. a) As per records produced before us and accordingly to the
information & explanations given to us, the company has no undisputed
statutory dues i.e. Provident Fund, Income Tax, Service Tax, Value
Added Tax, ESI etc and there were no arrears of such dues at the
year-end which have remained outstanding for a period of more than six
months from the day they became payable,
b) According to the information and explanation given to us, there are
demand of VAT, Income Tax, Service Tax, Custom Duty, Excise Duty and
Cess which have not been deposited on account of disputes, details are
summarized below:
Particulars Financial Amount Authority where
Year (Rs. In lacs) case is pending
Service Tax 2005-06 5.41 Deputy
& 2006-07 Commissioner
Central Excise
(CCE), Ludhiana
VAT 2007-08 0.2 Commissioner of
VAT
Income Tax 2007-08 354.51 Commissioner
Income Tax (CIT)
Income Tax 2008-09 20.06 Commissioner
Income Tax (CIT)
X. This is the Second Financial Year of the company and has losses
during this year which is more than fifty percent of its net worth.
XI. In our opinion and according to the information and explanation
given by the management, the company has not defaulted in repayment of
dues to as financial institution or a bank or debenture holder.
XII. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
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 (as amended)
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 (as amended) are not applicable to the Company.
XV. As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from banks /financial
institutions.
XVI. In our opinion and according to the information and explanations
given to us by the management, term loans has been utilised for the
purpose for which it has been taken.
XVII. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds if any, raised on short-term basis, have been used for
long-term investment.
XVIII. According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Act.
XIX. The Company has not issued any debenture or bond during the year.
XX. As the Company has not raised any money by way of public issue or
right issue during the year.
XXI. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For RRCA & Associates,
Chartered Accountants
Sd/-
Ravi Kumar
(Partner)
M. No: 508424
Firm Registration No.022107N
Place : New Delhi
Date : August 10, 2011