Mar 31, 2015
I have audited the accompanying standalone financial statements of
Info-Drive Software Limited ('the Company'), which comprise the balance
sheet as at 31 March 2015, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements:
The 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:
My responsibility is to express an opinion on these standalone
financial statements based on my audit. I 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.
I conducted my 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.
I believe that the audit evidence I have obtained is sufficient and
appropriate to provide a basis for my audit opinion on the standalone
financial statements.
Opinion:
1. According to the information and explanations given to me and in
accordance with the provisions of the Companies Act, 2013, the Annual
e-filing forms and event based forms with regards to increase in
authorised share capital, sub-division of equity shares of the company,
allotment of Foreign Currency Convertible Bonds (FCCBs) and allotment
of equity shares consequent upon conversion of FCCBs were pending
filing as on 31st March 2015.
2. Without qualifying my opinion:
a. I draw attention to Note e of Notes forming part of financial
statements for the year ended March 31, 2015 in connection with the
value of investments:
The value of investments in Info-Drive Software Inc, USA (wholly owned
subsidiary) have diminished and eroded the entire capital of the
company as on the date of balance sheet. No provision for such
diminution in value of investments is made in the books of the company.
b. I draw attention to Note u of Notes forming part of financial
statements for the year ended March 31, 2015 in connection with the
advance received from M/s. Persian Dam Keshte Aria, Tehran, Iran.
The company had received an amount of Rs.4,00,12,568/- from the above
said company towards 'Feed Corn Purchases.' As the swift message for
advance amount received had a wrong mention of purpose, RBI approval
was accorded in the month of June 2014 for refund of advance remittance
received to the remitter in Iran and the amount is yet to be remitted.
Subject to the above, in my opinion and to the best of our information
and according to the explanations given to me, the aforesaid standalone
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2015 and its profit and its cash
flows for the year ended on that date. Report on Other Legal and
Regulatory Requirements:
1. As required by the Companies (Auditor's Report) Order, 2015 ('the
Order') issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Act, I 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, I report that:
a. I have sought and obtained all the information and explanations
which to the best of my knowledge and belief were necessary for the
purposes of my audit.
b. in my 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 my opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. on the basis of the written representations received from the
directors as on 31 March 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 my opinion and to the best of my information and
according to the explanations given to me:
i. the Company has disclosed the impact of pending litigations on its
financial position in its financial statements;
ii. the Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to the Auditors' Report
The Annexure referred to in my Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, I report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management at
reasonable intervals. No discrepancies were noticed on such
verification. In my opinion, the physical verification is reasonable
having regard to the size of the Company and the nature of its assets.
(ii) The Company is a service company, primarily rendering software
services. Accordingly, it does not hold any physical inventories. Thus,
paragraph 3 (ii) of the Order is not applicable.
(iii) (a) The Company has granted interest free loans to three wholly
owned subsidiary companies covered in the register maintained under
section 189 of the Companies Act, 2013 ('the Act').
(b) In the case of the loans granted to the wholly owned subsidiary
companies listed in the register maintained under section 189 of the
Act, the terms of arrangements do not stipulate any repayment schedule
and the loans are repayable on demand. Accordingly, paragraph 3
(iii) (b) 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 rupees one lakh in
respect of the loans granted to the wholly owned subsidiary companies
listed in the register maintained under section 189 of the Act.
(iv) In my opinion and according to the information and explanations
given to me, 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 sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. I
have not observed any major weakness in the internal control system
during the course of the audit.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) a) The company is not regular in depositing the tax deducted at
source (TDS) in to the Government Account. Subject to that according to
the records, information and explanations provided to me, the company
is generally regular in depositing with appropriate authorities
undisputed amount of Provident Fund, Employees' State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues
applicable to it and no undisputed amounts payable were outstanding as
at 31st March, 2015 for a period of more than six months from the date
they become payable.
b) According to the information and explanations given to me, there are
no dues of sales-tax, income-tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute except the following.
Name of Nature of Amount Period
Statute the Dues (Rs) to which
the amount
relates
Income-tax Income-tax 0 AY 2004-05
Income-tax TDS 33,44,226/- AY 2010-11
Income-tax TDS 1,65,15,087/- AY 2011-12
Income-tax Income-tax 3,18,73,620/- AY2010-11
Income-tax Income-tax 3,18,78,250/- AY2009-10
Name of Forum where
Statute the dispute
is pending
Income-tax Commissioner of
Income-tax, Appeals III
Income-tax Income-tax Appellate
Tribunal (ITAT)
Income-tax Income-tax Appellate
Tribunal (ITAT)
Income-tax Commissioner of
Income-tax, Appeals III
c) According to the information and explanations given to me the amounts
which were required to be transferred to the investor education
Income-tax and pr Commissioner ofotection fund in accordance with the
relevant provisions of the Companies Act, 19 Income-tax, Appeals III56
(1 of 1956) and rules there under has been transferred to such fund
within time.
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) The Company did not have any outstanding dues to financial
institutions, banks or debenture holders during the year.
(x) In my opinion and according to the information and the explanations
given to me, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
(xi) The Company did not have any term loans outstanding during the
year.
(xii) According to the information and explanations given to me, no
material fraud on or by the Company has been noticed or reported during
the course of my audit.
For K.S. Reddy Associates
Chartered Accountants
F.R.N: 009013S
Place: Chennai Sd/-
Date: 29 May 2015. K. Subba Reddy (Proprietor
M.No.208754
Mar 31, 2014
1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE
LIMITED, as at 31st March 2014, the related Statement of Profit and
Loss and the Cash Flow Statement for the year ended on that date
annexed thereto. I have not audited the Balance Sheet and related
statement of Profit and Loss of the Branch office situated in Singapore
and the same has been included in the above financial statements as
certified by the management. These financial statements are the
responsibility of the company''s management. My responsibility is to
express an opinion on these financial statements based on my audit.
2. I conducted the audit in accordance with auditing standards
generally accepted in India. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement(s). 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. I believe that my audit provides a reasonable basis for
my opinion.
3. As required by the Companies (Auditor''s Report) Order 2003, as
amended by the Companies (Auditor''s Report) Amendment) Order 2004
issued by the Central Government of India in terms of subsection (4A)
of Section 227 of the Companies Act, 1956, I enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Without qualifying my opinion, I draw attention to Note e of Notes
forming part of financial statements for the year ended March 31, 2014
in connection with the value of investments:
The value of investments in Info-Drive Software Inc, USA (wholly owned
subsidiary) have diminished and eroded the entire capital of the
company as on the date of balance sheet. No provision for such
diminution in value of investments is made in the books of the company.
Further to my comments in the Annexure referred to above, I report
that:
a) I have obtained all the information and explanations, which to the
best of my knowledge and belief were necessary for the purposes of my
audit;
b) In my opinion, proper books of account as required by law have been
kept by the company so far as appears from my examination of those
books and I have not visited the Singapore Branch but the financial
statements certified by the management have been considered.
c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) In my opinion, the Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement dealt with this report comply with the
accounting standards referred to 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
and taken on record by the Board of Directors, I report that none of
the directors is disqualified as on March 31, 2014 from being appointed
as director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956;
f) In my opinion and to the best of my information and according to the
explanations given to me, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2014;
ii) In the 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 THE AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF
INFO-DRIVE SOFTWARE LIMITED
i) a) The company has maintained proper records showing full
particulars, including quantitative details and the situation of its
fixed assets.
b) As explained to me, during the year all the fixed assets have been
physically verified by the management at reasonable intervals.
According to the information and explanations given to me, no material
discrepancies were noticed on such verification.
c) The fixed assets disposed off during the year, in my opinion; do not
constitute a substantial part of fixed assets of the company.
ii) a) As explained to me, the inventory have been physically verified
by the management at reasonable intervals.
b) In my opinion and according to the information and explanations
given to me, the procedure for physical verification of inventory
followed by the management were reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In my opinion and according to the information and explanations
given to me, the company has maintained proper records of inventory and
the discrepancies between the physical stocks and the book stocks on
such verification has been properly dealt with in the books of account.
iii) The company has not granted / taken any loans, secured or
unsecured, to / from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
Therefore, the sub-clauses (a) to (g) under this clause are not
applicable to the company.
iv) In my opinion and according to the information and explanations
given to me there are adequate internal control systems commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and for sale of goods and
services.
v) a) According to the information and explanations given to me, I am
of the opinion that the particulars of contracts or arrangements need
to be entered into the register maintained under section 301 of the Act
have been so entered.
b) In my opinion and according to the information and explanations
given to me, there are no transactions made in pursuance of such
contracts or arrangements have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi) The company has not accepted any deposits from the public as per
section 58A, 58AA or any other relevant provisions of the Act.
vii) The company has an internal audit system commensurate with the
size and nature of its business.
viii) The Central Government has not prescribed maintenance of cost
records under section 209 (1) (d) of the companies Act, 1956 for the
company.
ix) a) According to the records, information and explanations provided
to me, the company is generally regular in depositing with appropriate
authorities undisputed amount of Provident Fund, Employees'' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other
statutory dues applicable to it and no undisputed amounts payable were
outstanding as at 31st March, 2014 for a period of more than six months
from the date they become payable.
a) According to the information and explanations given to me, there are
no dues of sales-tax, income-tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute except the following.
Name of Nature of Amount Period to Forum where the
Statute the Dues (Rs) which the dispute is
amount pending
relates
Income-tax Income-tax 0 AY 2004-05 Commissioner of
Income-tax,
Appeals III
Income-tax TDS 33,44,226/- AY 2010-11 Income-tax
Appellate
Tribunal (ITAT)
Income-tax TDS 1,65,15,087/- AY 2011-12 Income-tax
Appellate
Tribunal (ITAT)
Income-tax Income-tax 3,18,73,620/- AY 2010-11 Commissioner of
Income-tax,
Appeals III
x) The company does not have any accumulated losses at the end of the
year. The company has not incurred cash loss during the financial year
and the immediately preceding financial year.
xi) Based on my audit procedures and on the information and
explanations given by the management, the company has defaulted in
repayment of dues to Axis Bank Limited, Anna Salai Branch, Chennai.
xii) Based on my examination and according to the information and
explanations given to me, the company has not granted loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The company is not a chit/nidhi/mutual benefit fund/society and
clause xiii of the Order is not applicable.
xiv) The company is not dealing or trading in shares, securities,
debentures and other investments.
xv) The company has given corporate guarantees for loans taken from
banks by the wholly owned subsidiary company in Singapore. The terms
and conditions whereof are not prejudicial to the interests of the
company.
xvi) In my opinion, the term loans have been applied for the purpose
for which they were raised.
xvii) According to the information and explanations given to me and on
an overall examination of the balance sheet of the company, I report
that no funds raised on short term have been used for long term
investment. No long term funds have been used to finance short term
assets.
xviii) During the year, 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 did not have any outstanding debentures during the
year.
xx) The company has not raised any money by public issue during the
year.
xxi) Based on the audit procedures performed and information and
explanations given to me by the management, I report that no fraud on
or by the company has been noticed or reported during the course of my
audit.
For K.S.REDDY ASSOCIATES
Chartered Accountants
FRN: 009013S
Place: Chennai Sd/-
Date: 30.05.2014 K. SUBBA REDDY (Proprietor)
M.No.208754
Mar 31, 2013
1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE
LIMITED as at 31st March 2013 and the related Statement of Profit and
Loss and the Cash Flow Statement for the year ended on that date
annexed thereto. I have not audited the Balance Sheet and related
statement of Profit and Loss of the Branch office situated in Singapore
and the same has been included in the above financial statements as
certified by the management. These financial statements are the
responsibility of the company''s management. My responsibility is to
express an opinion on these financial statements based on my audit.
2. I conducted the audit in accordance with auditing standards
generally accepted in India. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement(s). 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. I believe that my audit provides a reasonable basis for
my opinion.
3. As required by the Companies (Auditor''s Report) Order 2003, as
amended by the Companies (Auditor''s Report) Amendment Order 2004 issued
by the Central Government of India in terms of subsection (4A) of
Section 227 of the Companies Act, 1956, I enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Without qualifying my opinion, I draw attention to Note e of Notes
forming part of financial statements for the year ended March 31, 2013
in connection with the value of investments:
The value of investments in Info-Drive Software Inc, USA (wholly owned
subsidiary) have diminished and eroded the entire capital of the
company as on the date of balance sheet. No provision for such
diminution in value of investments is made in the books of the company.
Further to my comments in the Annexure referred to above, I report
that:
a) I have obtained all the information and explanations, which to the
best of my knowledge and belief were necessary for the purposes of my
audit;
b) In my opinion, proper books of account as required by law have been
kept by the company so far as appears from my examination of those
books and I have not visited the Singapore Branch but the financial
statements certified by the management have been considered.
c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) In my opinion, the Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement dealt with this report comply with the
accounting standards referred to 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
and taken on record by the Board of Directors, I report that none of
the directors is disqualified as on March 31, 2013 from being appointed
as director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956;
f) In my opinion and to the best of my information and according to the
explanations given to me, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2013; ii) In the 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 fow statement, of the cash fows for the
year ended on that date.
ANNEXuRE TO THE AuDITOR''S REPORT OF EvEN DATE TO THE MEMBERS OF
INFO-DRIvE SOFTwARE LIMITED
i) a) The company has maintained proper records showing full
particulars, including quantitative details and the situation of its
fixed assets.
b) As explained to me, during the year all the fixed assets have been
physically verified by the management at reasonable intervals.
According to the information and explanations given to me, no material
discrepancies were noticed on such verification.
c) The fixed assets disposed off during the year, in my opinion,; do
not constitute a substantial part of fixed assets of the company.
ii) a) As explained to me, the inventory have been physically verified
by the management at reasonable intervals .
b) In my opinion and according to the information and explanations
given to me, the procedure for physical verification of inventory
followed by the management were reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In my opinion and according to the information and explanations
given to me, the company has maintained proper records of inventory and
the discrepancies between the physical stocks and the book stocks on
such verification has been properly dealt with in the books of account.
iii) The company has not granted / taken any loans, secured or
unsecured, to / from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
Therefore, the sub-clauses (a) to (g) under this clause are not
applicable to the company.
iv) In my opinion and according to the information and explanations
given to me there are adequate internal control systems commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and for sale of goods and
services.
v) a) According to the information and explanations given to me, I am
of the opinion that the particulars of contracts or arrangements need
to be entered into the register maintained under section 301 of the Act
have been so entered.
b) In my opinion and according to the information and explanations
given to me, there are no transactions made in pursuance of such
contracts or arrangements have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi) The company has not accepted any deposits from the public as per
section 58A, 58AA or any other relevant provisions of the Act.
vii) The company has an internal audit system commensurate with the
size and nature of its business.
viii) The Central Government has not prescribed maintenance of cost
records under section 209 (1) (d) of the companies Act, 1956 for the
company.
ix) According to the records, information and explanations provided to
me, the company is generally regular in depositing with appropriate
authorities undisputed amount of Provident Fund, Employees'' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other
statutory dues applicable to it and no undisputed amounts payable were
outstanding as at 31st March, 2013 for a period of more than six months
from the date they become payable.
x) The Company does not have any accumulated losses at the end of the
year. The company has not incurred cash loss during the financial year
and the immediately preceding financial year.
xi) Based on my audit procedures and on the information and
explanations given by the management, the company has not defaulted in
repayment of dues to any financial institution or bank.
xii) Based on my examination and according to the information and
explanations given to me, the company has not granted loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The company is not a chit/nidhi/mutual benefit fund/society and
clause xiii of the Order is not applicable.
xiv) The company is not dealing or trading in shares, securities,
debentures and other investments.
xv) The company has given corporate guaranteess for loans taken from
banks by the wholly owned subsidiary company in Singapore. The terms
and conditions whereof are not prejudicial to the interests of the
company.
xvi) In my opinion, the term loans have been applied for the purpose
for which they were raised.
xvii) According to the information and explanations given to me and on
an overall examination of the balance sheet of the company, I report
that no funds raised on short term have been used for long term
investment. No long term funds have been used to finance short term
assets.
xviii) During the year, 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 did not have any outstanding debentures during the
year.
xx) The company has not raised any money by public issue during the
year.
xxi) Based on the audit procedures performed and information and
explanations given to me by the management, I report that no fraud on
or by the company has been noticed or reported during the course of my
audit.
For K.S.REDDy ASSOCIATES
Chartered Accountants FRN 009013S
Sd/-
Place: Chennai K. SuBBA REDDy
(Proprietor)
Date: 30.5.2013 M. No. 208754
Mar 31, 2012
1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE
LIMITED, as at March 31, 2012 and the related Statement of Profit and
Loss and the Cash Flow Statement for the year ended on that date
annexed thereto. I have not audited the Balance Sheet and related
statement of Profit and Loss of the Branch office situated in Singapore
and the same has been included in the above financial statements as
certified by the management. These financial statements are the
responsibility of the company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
2. I conducted the audit in accordance with auditing standards
generally accepted in India. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement(s). 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. I believe that my audit provides a reasonable basis for
my opinion.
3. As required by the Companies (Auditor's Report) Order 2003, as
amended by the Companies (Auditor's Report) Amendment) Order 2004
issued by the Central Government of India in terms of subsection (4A)
of Section 227 of the Companies Act, 1956, I enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Without qualifying my opinion, I draw attention to Note e of Notes
forming part of financial statements for the year ended March 31, 2012
in connection with the value of investments:
i) in Info-Drive Software Inc, USA (wholly owned subsidiary) though
diminished as on the date of balance sheet, management is confident of
augmenting resources against firm orders to mitigate any further
erosion and hence carried at cost.
Further to my comments in the Annexure referred to above, I report
that:
a) I have obtained all the information and explanations, which to the
best of my knowledge and belief were necessary for the purposes of my
audit;
b) In my opinion, proper books of account as required by law have been
kept by the company so far as appears from my examination of those
books and I have not visited the Singapore Branch but the financial
statements certified by the management have been considered.
c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d) In my opinion, the Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement dealt with this report comply with the
accounting standards referred to 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
and taken on record by the Board of Directors, I report that none of
the directors is disqualified as on March 31, 2012 from being appointed
as director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956;
f) In my opinion and to the best of my information and according to the
explanations given to me, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
ii) In the 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 THE AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF
INFO-DRIVE SOFTWARE LIMITED
i) a) The company has maintained proper records showing full
particulars, including quantitative details and the situation of its
fixed assets.
b) As explained to me, during the year all the fixed assets have been
physically verified by the management at reasonable intervals.
According to the information and explanations given to me, no material
discrepancies were noticed on such verification.
c) The fixed assets disposed off during the year, in my opinion; do not
constitute a substantial part of fixed assets of the company
ii) a) As explained to me, the inventory have been physically verified
by the management at reasonable intervals .
b) In my opinion and according to the information and explanations
given to me, the procedure for physical verification of inventory
followed by the management were reasonable and adequate in relation to
the size of the company and the nature of its business.
c) In my opinion and according to the information and explanations
given to me, the company has maintained proper records of inventory and
the discrepancies between the physical stocks and the book stocks on
such verification has been properly dealt with in the books of account.
iii) The company has not granted/taken any loans, secured or unsecured,
to/from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act 1956. Therefore, the
sub-clauses (a) to (g) under this clause are not applicable to the
company.
iv) In my opinion and according to the information and explanations
given to me there are adequate internal control systems commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and for sale of goods and
services.
v) a) According to the information and explanations given to me, I am
of the opinion that the particulars of contracts or arrangements need
to be entered into the register maintained under section 301 of the Act
have been so entered.
b) In my opinion and according to the information and explanations
given to me, there are no transactions made in pursuance of such
contracts or arrangements have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi) The company has not accepted any deposits from the public as per
section 58A, 58AA or any other relevant provisions of the Act.
vii) The company has an internal audit system commensurate with the
size and nature of its business.
viii) The Central Government has not prescribed maintenance of cost
records under section 209 (1) (d) of the companies Act, 1956 for the
company.
ix) a) According to the records, information and explanations provided
to me, the company is generally regular in depositing with appropriate
authorities undisputed amount of Provident Fund, Employees' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other
statutory dues applicable to it and no undisputed amounts payable were
outstanding as at March 31, 2012 for a period of more than six months
from the date they become payable.
b) According to the information and explanations given to me, there are
no dues of sales-tax, income-tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute except the following.
Name of Nature of Amount Period
to which Forum where
the dispute
is pendinq
Statute the Dues (Rs.) the amount
relates
Income-tax Income-tax 0/- AY 2004-05 Commissioner
of Income-tax,
Appeals III
Income-tax TDS 33,44,226/- AY 2010-11 Commissioner of
Income-tax,
Appeals IV
Income-tax TDS 1,65,15,087/- AY 2011-12 Commissioner of
Income-tax,
Appeals IV
x) In my opinion and according to the information and explanations
given to me, the accumulated losses of the company are not more than
fifty percent of its net worth. The company has not incurred cash
losses in the immediately preceding financial year.
xi) Based on my audit procedures and on the information and
explanations given by the management, the company has not defaulted in
repayment of dues to any financial institution or bank.
xii) Based on my examination and according to the information and
explanations given to me, the company has not granted loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The company is not a chit/nidhi/mutual benefit fund/society and
clause xiii of the Order is not applicable.
xiv) The company is not dealing or trading in shares, securities,
debentures and other investments.
xv) The company has given corporate guarantees for loans taken from
banks by the wholly owned subsidiary company in Singapore. The terms
and conditions whereof are not prejudicial to the interests of the
company.
xvi) In my opinion, the term loans have been applied for the purpose
for which they were raised.
xvii) According to the information and explanations given to me and on
an overall examination of the balance sheet of the company, I report
that no funds raised on short term have been used for long term
investment. No long term funds have been used to finance short term
assets.
xviii) During the year, 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 did not have any outstanding debentures during the
year.
xx) The company has not raised any money by public issue during the
year.
xxi) Based on the audit procedures performed and information and
explanations given to me by the management, I report that no fraud on
or by the company has been noticed or reported during the course of my
audit.
for K. S. REDDY ASSOCIATES
Chartered Accountants
FRN 009013S
Sd/-
Chennai K. SUBBA REDDY (Proprietor)
14.08.12 M.No.208754
Mar 31, 2011
1. I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE
LIMITED, as at March 31, 2011 and also 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. My responsibility is to express an opinion on
these financial statements based on the audit.
2. I conducted the audit in accordance with auditing standards
generally accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for
my opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, (the
Order) issued by the Central Government of India in terms of subsection
(4A) of Section 227 of the Companies Act, 1956, I enclose in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
4. Without qualifying my opinion, I draw attention to Note e of
Schedule V in the accompanying financial statements for the year ended
March 31, 2011 in connection with the value of investments:
i) in Info-Drive Software Inc, USA (wholly owned subsidiary) though
diminished as on the date of balance sheet, management is confident of
augmenting resources against firm orders to mitigate any further
erosion and hence carried at cost.
ii) in Info-Drive Software Pte Ltd, Singapore (wholly owned subsidiary)
has also diminished; however, as the entity has not began any
commercial operations during the year under review and as the
management is confident of firm orders in the current year the same has
been valued at cost.
5. Without qualifying my opinion I draw attention to:
i) Note i of Schedule V in the accompanying financial statements for
the year ended March 31, 2011 in respect of holding an inventory of
CD's amounting to Rs. 15.23 lakhs. As the management is confident of
releasing a newer version the same has not been written off but has
been carried at cost.
ii) Note j of Schedule V in the accompanying financial statements for
the year ended March 31, 2011 towards charging-of off QIP issue
expenses and preliminary expenses entirely to the share premium
account.
Further to my comments in the Annexure referred to above, I report
that:
a . I have obtained all the information and explanations, which to the
best of my knowledge and belief were necessary for the purposes of my
audit;
b . In my opinion, proper books of account as required by law have been
kept by the company so far as appears from my examination of those
books and I have not visited the Singapore Branch but the financial
statements certified by the management have been considered.
c . The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d . In my opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with this report comply with the accounting
standards referred to 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
and taken on record by the Board of Directors, I report that none of
the directors is disqualified as on March 31, 2011 from being appointed
as director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956;
f . In my opinion and to the best of my information and according to
the explanations given to me, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011.
ii) In the case of the Profit and Loss Account, of the profit for the
year ended on that date.
iii) In the case of the Cash flow statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF
INFO-DRIVE SOFTWARE LIMITED
i) a . The company has maintained proper records showing full
particulars, including quantitative details and the situation of its
fixed assets.
b . As explained to me, all the fixed assets have been physically
verified by the management during the year.
c . There were no substantial disposals of fixed assets during the
year.
ii) a . The inventory have been physically verified by the management
at reasonable intervals and in my opinion the frequency of verification
is reasonable.
b . In my opinion and according to the information and explanations
given to me, the procedures for physical verification of inventory
followed by the management were reasonable and adequate in relation to
the size of the company and the nature of its business.
c . The company is maintaining proper records of inventory and the
discrepancies between the physical stocks and the book stocks on
physical verification and has been properly dealt with in the books of
account.
iii) The company has not granted/taken any loans, secured or unsecured,
to / from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act 1956.
iv) In my opinion and according to the information and explanations
given to me there are adequate internal control systems commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and for sale of goods and
services.
v) a . According to the information and explanations given to me, I am
of the opinion that the particulars of contracts or arrangements need
to be entered into the register maintained under section 301 of the Act
have been so entered.
b . In my opinion and according to the information and explanations
given to me, there are no transactions made in pursuance of such
contracts or arrangements have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi) The company has not accepted any deposits from the public as per
section 58A, 58AA or any other relevant provisions of the Act.
vii) The company has an internal audit system commensurate with the
size and nature of its business.
viii) The Central Government has not prescribed maintenance of cost
records under section 209 (1) (d) of the companies Act, 1956 for the
company.
ix) a) According to the records, information and explanations provided
to me, the company is generally regular in depositing with appropriate
authorities undisputed amount of Provident Fund, Employees' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other
statutory dues applicable to it and no undisputed amounts payable were
outstanding as at March 31, 2011 for a period of more than six months
from the date they become payable.
b) According to the information and explanations given to me, there are
no dues of sales-tax, income-tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute except an appeal fled with the Commissioner of Income-tax,
Appeals III in respect of the disallowance of claim under section 35D
(issue expenses) of Rs. 4,50,296/- for the assessment year 2004-2005.
However, there is no demand of tax.
x) In my opinion and according to the information and explanations
given to me, the accumulated losses of the company are not more than
fifty percent of its net worth. The company has not incurred cash
losses in the immediately preceding financial year.
xi) Based on my audit procedures and on the information and
explanations given by the management, the company has not defaulted in
repayment of dues to any financial institution or bank.
xii) Based on my examination and according to the information and
explanations given to me, the company has not granted loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The company is not a chit/nidhi/mutual benefit fund/society and
clause xiii of the Order is not applicable.
xiv) The company is not dealing or trading in shares, securities,
debentures and other investments.
xv) The guarantees given in connection with the loans taken by the
subsidiaries from Banks have been discharged.
xvi) In my opinion, the term loans have been applied for the purpose
for which they were raised.
xvii) According to the information and explanations given to me and on
an overall examination of the balance sheet of the company, I report
that no funds raised on short term have been used for long term
investment. No long term funds have been used to finance short term
assets.
xviii) During the year, 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 did not have any outstanding debentures during the
year.
xx) The company has not raised any money by public issue during the
year.
xxi) Based on the audit procedures performed and information and
explanations given to me by the management, I report that no fraud on
or by the company has been noticed or reported during the course of my
audit.
for K.S.REDDY ASSOCIATES
Chartered Accountants
FRN 009013S
Sd/-
K. SUBBA REDDY (Proprietor)
M. No. 208754
Chennai
12.08.11
Mar 31, 2010
I have audited the attached Balance Sheet of INFO-DRIVE SOFTWARE
LIMITED, as at March 31, 2010 and also the Profit & 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
companyÃs management. My responsibility is to express an opinion on
these financial statements based on the audit.
I conducted the audit in accordance with auditing standards generally
accepted in India. Those standards require that I 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. I believe that my audit provides a reasonable basis for
my opinion.
As required by the Companies (AuditorÃs Report) Order, 2003, (the
Order) issued by the Central Government of India in terms of subsection
(4A) of Section 227 of the Companies Act, 1956, I enclose in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
Further to my comments in the Annexure referred to above, I report
that:
a) I have obtained all the information and explanations, which to the
best of my knowledge and belief were necessary for the purposes of my
audit;
b) In my opinion, proper books of account as required by law have been
kept by the company so far as appears from my examination of those
books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In my opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with this report comply with the accounting
standards referred to 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
and taken on record by the Board of Directors, I report that none of
the directors is disqualified as on March 31, 2010 from being appointed
as director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956;
f) In my opinion and to the best of my information and according to the
explanations given to me, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010 ii) In the case of the Profit and Loss
Account, of the profit for the year ended on that date. iii) In the
case of the Cash flow statement, of the cash flows for the year ended
on that date.
ANNEXURE TO THE AUDITORÃS REPORT OF EVEN DATE TO THE MEMBERS OF
INFO-DRIVE SOFTWARE LIMITED
i) a) The company has maintained proper records showing full
particulars, including quantitative
details and the situation of its fixed assets.
b) As explained to me, all the fixed assets have been physically
verified by the management during the year.
c) There were no substantial disposals of fixed assets during the year.
ii) a) The inventory have been physically verified by the management at
reasonable intervals and in my opinion the frequency of verification is
reasonable.
b) In my opinion and according to the information and explanations
given to me, the procedures for physical verification of inventory
followed by the management were reasonable and adequate in relation to
the size of the company and the nature of its business.
c) The company is maintaining proper records of inventory and the
discrepancies between the physical stocks and the book stocks on
physical verification and has been properly dealt with in the books of
account.
iii) The company has not granted / taken any loans, secured or
unsecured, to / from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
iv) In my opinion and according to the information and explanations
given to me there are adequate internal control systems commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and for sale of goods and
services.
v) a) According to the information and explanations given to me, I am
of the opinion that the particulars of contracts or arrangements need
to be entered into the register maintained under section 301 of the Act
have been so entered.
b) In my opinion and according to the information and explanations
given to me, there are no transactions made in pursuance of such
contracts or arrangements have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi) The company has not accepted any deposits from the public as per
section 58A, 58AA or any other relevant provisions of the Act.
vii) The company has an internal audit system commensurate with the
size and nature of its business.
viii) The Central Government has not prescribed maintenance of cost
records under section 209 (1) (d) of the companies Act, 1956 for the
company.
ix) a) According to the records, information and explanations provided
to me, the company is generally regular in depositing with appropriate
authorities undisputed amount of Provident Fund, Employeesà State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other
statutory dues applicable to it and no undisputed amounts payable were
outstanding as at 31st March, 2010 for a period of more than six months
from the date they become payable.
b) According to the information and explanations given to me, there are
no dues of sales-tax, income-tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute.
x) In my opinion and according to the information and explanations
given to me, the accumulated losses of the company are not more than
fifty percent of its net worth. The company has not incurred cash
losses in the immediately preceding financial year.
xi) Based on my audit procedures and on the information and
explanations given by the management, the company has not defaulted in
repayment of dues to any financial institution or bank.
xii) Based on my examination and according to the information and
explanations given to me, the company has not granted loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The company is not a chit/nidhi/mutual benefit fund/society and
clause xiii of the Order is not applicable.
xiv) The company is not dealing or trading in shares, securities,
debentures and other investments.
xv) The guarantees given in connection with the loans taken by the
subsidiaries from Banks have been discharged.
xvi) In my opinion, the term loans have been applied for the purpose
for which they were raised.
xvii) According to the information and explanations given to me and on
an overall examination of the balance sheet of the company, I report
that no funds raised on short term have been used for long term
investment. No long term funds have been used to finance short term
assets.
xviii) During the year, 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 did not have any outstanding debentures during the
year.
xx) The company has not raised any money by public issue during the
year.
xxi) Based on the audit procedures performed and information and
explanations given to me by the management, I report that no fraud on
or by the company has been noticed or reported during the course of my
audit.
For K. S. REDDY ASSOCIATES
Chartered Accountants FRN 009013S
Chennai K. SUBBA REDDY
(PROPRIETOR)
27.08.10 M.No.208754