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Auditor Report of Integra Telecommunication & Software Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED which comprise the balance sheet as at 31st March 2015, the statement of Profit & Loss account and cash flow statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board Of Directors is responsible for the matters states in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, the financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the accounting principles specified under section 133 of the act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company, and for preventing and detecting the 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 any material misstatement , whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting policies 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 to comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend upon the auditor's judgment, including the assessments 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 the 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's directors as well as the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

(1) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2015;

(2) In the case of Statement of Profit and Loss, Loss of the Company and its Cash Flows for the year ended on 31st March 2015. 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 the sub section (11) of the section 143 of the Act, we give in the annexure a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

2. As required by section 143(3), 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 accounts as required by the law have been kept by the company so far as it appears from our examination of those books;

c. The Balance sheet, the statements of profit and loss and the cash flow statements dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the aforesaid standalone financial statements comply with the accounting standards as 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 31st March, 2015 taken on the record by the Board of Directors , none of the directors is disqualified as on 31st March 2015 for being appointed as the 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 Auditor's) Rules 2014, in our opinion and to the best of the information and according to the explanations given to us, there is no disclosure requirement by the company and its financial statements.

ANNEXURE TO THE INDEPENDENT ADUITOR'S REPORT OF EVEN DATE OF THE AUDITOR'S TO THE MEMBERS OF INTEGRA TELECOMMUNICATIONS & SOFTWARE LIMITED, NEW DELHI FOR THE YEAR ENDED ON 31ST MARCH 2015

The annexure referred to in our independent auditors report to the members of the company on the standalone financial statements for the year ended 3151 March 2015, we report that:

i. a. The company has maintained proper records showing full particulars, including quantities, details and situation of fixed assets. b. The company has a regular programme of physical verification of its assets by which the assets of the company are verified from time to time, in accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification is reasonable having regard to the size of the company and the nature of its assets.

ii. a. The company is dealing in trading of software and physical verification of the inventory has been conducted at reasonable intervals by the management.

b. The procedures of physical verification of inventory is followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a. The company has not granted any loans secured or unsecured to any companies, firms or other parties covered in the register maintained under section 189 of the Companies act 2013("the act")

b. Since the company has not granted any loans secured or unsecured companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013("the act") clause iii (b) of the order is not applicable.

c. Since the company has not granted any loans secured or unsecured companies, firms and other parties covered in the register maintained under section 189 of the companies act 2013, ("the act") clause (iii)(c) of the order is not applicable.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system com- mensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and trading of good.

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 business done by the company.

vii. a. According to the information and explanations given to us and on the basis of the records of the company, amounts deducted/ accrued in the books accounts in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of employee's state insurance and excise duty.

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, duty of customs, value added tax, cess and other material statutory dues as at 31st March 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of wealth tax, service tax, custom duty and cess which have not been deposited with the appropriate authorities on account of any dispute.

c. According to the information given to us there is no amount which is required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the companies act 2013 and rules there under.

viii. The company have accumulated losses of Rs. 3060659.78 at the end of the financial year under review and has not incurred cash losses in the financial year and preceding financial year.

ix. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

xi. The company does not have any terms loans outstanding for the year.

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

FOR SARIKA & CO. CHARTERED ACCOUNTANTS Firm Registration No. 015306C

Sd/- ( Sarika Prasad ) Proprietor

Dated : 19th June, 2015 FCA Place : New Delhi Membership No.: 405313


Mar 31, 2014

1 We have audited the attached Balance Sheet of INTEGRA TELECOMMUNICATION & SOFTWARE UMITED as at 31st March 2014 & also the Profit & Loss Account for the year ended on that date annexed thereto. These Financial Statements are the respon- sibility of the Company''s Management. Our responsibility is to express an opinion on these Financial Statements.

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

3 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India m (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records on the considered appropriate and according to the information and explanations given to us we given in the annexure a statement o matters specified in the paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we state that.

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examina- tion of the books.

c. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

d. In our opinion the Profit & Loss Account & the Balance Sheet dealt with the report comply with the Accounting standards referred to in Sub-Sec.(3C) of Sec. 211 of the Companies Act, 1956.

e On the basis of the written representation received from the Directors as on 31" March 2014, & taken on record by the Board of Directors we mport that none of the Directors is disquaiihed as on 31st March 2014 from being appointed as a Director m terms of clause (g) of sub-section (1) of the Section 274 of the Companies Act, 1956.

f In our Opinion to the best of our information and according to the explanations given to us, the said ^ to accounts give the information required by the Companies Act. 1966, in the manner so required and give 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 the affairs of Company as at 31st March 2014 ; and

ii. In the Case of the Profit & Loss Account of the LOSS of the Company for the year ended on that date.

(c) The company has not disposed of Subs.ant,al part of Fixed Assets business.

(c, The company has maintained proper BooX records of inventories,

L) The company has neither granted nor. the order, are not applicable. intenal control Systems com- The centra, Government has not prescribed maintenance of cost Records in respect of this Company. Provident Fund Investor Education and Protection

9) According to the records of us, no undisputed amount paya - navable except fringe Benefit Tax. According to the securities. nmvisions of clause 4 (xiii) of the Company not a Chit Fund nor a Nidhi Mutual Benefitfund/society. There ore, nielc AuXs Report) order, 2003 are not applicable to the Company.

14) The Company is not dealing or trading in shares, debentures, securities, or other investments.

15) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any term loan from any financial institution.

17) In our opinion and 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 raised on short term basis have been used for long term investments conversely no long term funds raised have been used for short term investments.

18) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956. Hence clause 4 (xviii) of the order is not applicable.

19) The Company has not issued any debentures during the year. Therefore, the provisions of clause 4 (xix) of the Companies (Audi- tor''s Report) order, 2003 are not applicable to the Company.

20) The Company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4 (xx) of the Com- panies (Auditor''s Report) order, 2003 are not applicable to the Company.

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

FOR SARIKA & CO. CHARTERED ACCOUNTANTS Firm Registration No. 015306C

Sd/- (Sarika Prasad) Proprietor Dated : 03rd September, 2014 Membership No.: 405313 Place : New Delhi


Mar 31, 2013

1. We have audited the attached Balance Sheet of INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED as at 31 St March 2013 & also the Profit & Loss Account 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.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Governmcn* of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we given in the annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we slate that:

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

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

c. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the honk.-, of account.

d. In our opinion the Profit & Loss Account & the Balance Sheet dealt with the report comply with the Accounting standards referred to in Sub-Sec.(3C) of Sec. 211 of the Companies Act, l**f>6.

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

f. In our Opinion to the best of our information and according to the explanations given to us, the said accounts subject to Notes to accounts give the information requireds by the Companies Act. 1956, in the manner so required and give 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 the affairs of Company as at 31st March 2013 ; and

ii. In the Case of the Profit & Loss Account of the PROFIT of the Company for* the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OP THE REPORT OF EVEN DATfe Of

THE AUDITORS TO THE MEMBERS OF INTEGRA TELECOMMUNICATIONS & SOFTWARE LIMITED, NEW DELHI FOR THE YEAR ENDED ON 31st MARCH.2013.

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) The Company has not disposed of Substantial part of Fixed Assets during the year and the going concern status of the Company is not changed.

2) (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business

(c) The Company has maintained proper Book records of inventories.

3) The Company has neither granted nor taken any Loans, Secured or Unsecured to/ from Companies, firms or other parties covered in the Register maintained under sec. 301 of the Companies Act. In the cases oi unsecured loans taken from the directors and their relatives covered in the register maintained under section 301 of the Act, the rate of interest and other terms & conditions are not prima facie prejudicial to the interest of the Company. Accordingly the paragraph 4 (Hi) (b) to 4(iii)(dJ and 4(iii)(f) to 4(iii) (g) of the order, are not applicable.

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

5) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6) The Company has not accepted any deposits from the Public within the meaning of Section 58A and 58AA or any other relevant provisions and the rules framed there under.

7) In our opinion the Company has an internal Audit system is Commensurate with the size & nature of its business.

8) The Central Government lias not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of this Company.

9) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at Hist March, 2013, for a period of more than six months from the date of becoming payable except fringe Benefit Tax.

10) The Company does not have accumulated losses at 31st March''2013aud has not incurred any Cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11) According to the records of the Company examined by us and the information and explanations given to us, the Company, has not defaulted in- repayment of its dues to any financial institution or bank as at the Balance Sheet date.

12) The Company has not granted any loans & advances on the basis of Security by way of pledge of shares, debentures and other securities.

13) The Company is not a Chit Fund nor a Nidhi Mutual Benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

14) The Company is not dealing or trading in shares, debentures, securities, or other investments.

15) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any term loan from any financial institution.

17) our opinion and according lo the information and explanations j*jve:ii to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investments conversely no long term funds raised have been used for short term investments. ) During the year, the Company has not made any preferential allotment of shares lo parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956. Hence clause 4 (xviii) of the order is not applicable.

19) The Company has not issued any debentures during the year. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

20) The Company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

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

DATED: 23rd May, 2013

PLACE: New Delhi. FOR SARIKA & CO.

CHARTERED ACCOUNTANTS

Firm Registration No. 0153061

Proprietor

FCA

Membership No : 405313


Mar 31, 2012

1. We have audited the attached Balance Sheet of INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED as at 31 St March 2012 & also the Profit & Loss Account 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.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Governmcn* of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we given in the annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we slate that:

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

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

c. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the honk.-, of account.

d. In our opinion the Profit & Loss Account & the Balance Sheet dealt with the report comply with the Accounting standards referred to in Sub-Sec.(3C) of Sec. 211 of the Companies Act, l**f>6.

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

f. In our Opinion to the best of our information and according to the explanations given to us, the said accounts subject to Notes to accounts give the information requireds by the Companies Act. 1956, in the manner so required and give 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 the affairs of Company as at 31st March 2013 ; and

ii. In the Case of the Profit & Loss Account of the PROFIT of the Company for* the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OP THE REPORT OF EVEN DATfe Of

THE AUDITORS TO THE MEMBERS OF INTEGRA TELECOMMUNICATIONS & SOFTWARE LIMITED, NEW DELHI FOR THE YEAR ENDED ON 31st MARCH.2013.

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) The Company has not disposed of Substantial part of Fixed Assets during the year and the going concern status of the Company is not changed.

2) (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business

(c) The Company has maintained proper Book records of inventories.

3) The Company has neither granted nor taken any Loans, Secured or Unsecured to/ from Companies, firms or other parties covered in the Register maintained under sec. 301 of the Companies Act. In the cases oi unsecured loans taken from the directors and their relatives covered in the register maintained under section 301 of the Act, the rate of interest and other terms & conditions are not prima facie prejudicial to the interest of the Company. Accordingly the paragraph 4 (Hi) (b) to 4(iii)(dJ and 4(iii)(f) to 4(iii) (g) of the order, are not applicable.

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

5) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6) The Company has not accepted any deposits from the Public within the meaning of Section 58A and 58AA or any other relevant provisions and the rules framed there under.

7) In our opinion the Company has an internal Audit system is Commensurate with the size & nature of its business.

8) The Central Government lias not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of this Company.

9) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at Hist March, 2013, for a period of more than six months from the date of becoming payable except fringe Benefit Tax.

10) The Company does not have accumulated losses at 31st March''2013aud has not incurred any Cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11) According to the records of the Company examined by us and the information and explanations given to us, the Company, has not defaulted in- repayment of its dues to any financial institution or bank as at the Balance Sheet date.

12) The Company has not granted any loans & advances on the basis of Security by way of pledge of shares, debentures and other securities.

13) The Company is not a Chit Fund nor a Nidhi Mutual Benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

14) The Company is not dealing or trading in shares, debentures, securities, or other investments.

15) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any term loan from any financial institution.

17) our opinion and according lo the information and explanations j*jve:ii to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investments conversely no long term funds raised have been used for short term investments. ) During the year, the Company has not made any preferential allotment of shares lo parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956. Hence clause 4 (xviii) of the order is not applicable.

19) The Company has not issued any debentures during the year. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

20) The Company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

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

DATED: 23rd May, 2012

PLACE: New Delhi. FOR SARIKA & CO.

CHARTERED ACCOUNTANTS

Firm Registration No. 0153061

Proprietor

FCA

Membership No : 405313


Mar 31, 2011

1. We have audited the attached Balance Sheet of INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED as at 31st March 2011 & also the Profit & Loss Account 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.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we given in the annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we state that:

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

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

c. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

d. In our opinion the Profit & Loss Account & the Balance Sheet dealt with the report comply with the Accounting standards referred to in Sub-Sec.(3C) of Sec. 211 of the Companies Act, 1956.

e. On the basis of the written representation received from the Directors as on 31st March 2011, & taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of the Section 274 of the Companies Act, 1956.

f. In our Opinion to the best of our information and according to the explanations given to us, the said accounts subject to Notes to accounts give the information required by the Companies Act. 1956, in the manner so required and give 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 the affairs of Company as at 31st March 2011 ; and

ii. In the Case of the Profit & Loss Account of the PROFIT of the Company for the year ended on that date,

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF INTEGRA TELECOMMUNICATIONS & SOFTWARE LIMITED, NEW DELHI. FOR THE YEAR ENDED ON 31ST MARCH 2011.

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

(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) The Company has not disposed of Substantial part of Fixed Assets during the year and the going concern status of the Company is not changed.

2) (a; As explained to us, inventories have been physically verified by the management at regular intervals during the year

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business

(c) The Company has maintained proper Book records of inventories.

3) The Company has neither granted nor taken any Loans, Secured or Unsecured to/ from Companies, firms or other parties covered in the Register maintained under sec. 301 of the Companies Act. In the cases of unsecured loans taken from the directors and their relatives covered in the register maintained under section 301 of the Act, the rate of interest and other terms & conditions are not prima facie prejudicial to the interest of the Company. Accordingly the paragraph 4 (iii) (b) to 4(iii)(d) and 4(iii)(f) to 4(iii) (g) of the order, are not applicable.

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

5) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6) The Company has not accepted any deposits from the Public within the meaning of Section 58A and 58AA or any other relevant provisions and the rules framed there under.

7) In our opinion the Company has an internal Audit system is Commensurate with the size & nature of its business.

8) The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of this Company.

9) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at 31st March, 2011, for a period of more than six months from the date of becoming payable except fringe Benefit Tax.

10) The Company does not have accumulated losses at 31st March''2011 and has not incurred any Cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11) According to the records of the Company examined by us and the information and explanations given to us, the Company, has not defaulted in repayment of its dues to any financial institution or bank as at the Balance Sheet date.

12) The Company has not granted any loans & advances on the basis of Security by way of pledge of shares, debentures and other securities.

13) The Company is not a Chit Fund nor a Nidhi Mutual Benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

14) The Company is not dealing or trading in shares, debentures,securities, or other investments.

15) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any term loan from any financial institution.

17) In our opinion and 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 raised on short term basis have been used for long term investments conversely no long term funds raised have been used for short term investments.

18) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956. Hence clause 4 (xviii) of the order is not applicable.

19) The Company has not issued any debentures during the year. Therefore, the provisions of clause 4 (xix) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

20) The Company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4 (xx) of the Companies (Auditor''s Report) order, 2003 are not applicable to the Company.

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

DATED :3RD September,2011 FOR SARIKA

PLACE :New Delhi. CHARTERED

Firm Registraftf&h No. 40597613

(Sarika Prasadju)

Membership No : 405313


Mar 31, 2010

We have audited the attached Balance Sheet of Integra Telecommunication & Software Ltd. as at 31st March 2010, and the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors'' Report) order 2003, as amended by Companies (Auditors Report) (Amendment) Order, 2004 ("The Order") issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

F:urther to our comments in the Annexure referred to in paragraph above: -

(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, the Company has kept proper books of account as required by law so far, as appears from our examination of the books;

(c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account of the company;

(d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, in so far as they are applicable to the company,

(e) On the basis of written representation received from the directors as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: -

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010, and

(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE REFFERED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE "ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2010 OF INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED

On the basis of such checks as we consider appropriate and in terms of information and explanation given to us we state 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 periodically in a phased manner and no material discrepancies have been noticed on physical verification as confirmed by the management.

( c) No substantial part of Fixed Assets has been disposed off during the year, which has bearing on the going concern assumption.

(ii) (a) Physical verification of Inventory have been conducted at reasonable intervals during the year by the management.

(b) In our opinion, the procedures of physical verification of Inventory, followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

( c) The Company has not maintained proper records of inventory. The company is engaged in the business of sale, purchase and development of computer software. As explained to us it cannot be expressed in any generic units.

(iii) (a) The Company has not granted any loan, secured or unsecured to Companies, firms or other parties covered in register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of sub clause (b), (c) & (d) of clause 4 (iii) of The Companies (Auditor''s Reports) Order 2003 are not applicable.

(b) The company has not taken any loan, secured or unsecured from Companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provision of sub clause (e) & (f) of clause 4(iii) of The Companies (Auditor''s Report) Order, 2003 are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard of the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, we are of the opinion that there is no transaction that needs to be entered into a register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(v)(b) of the order is not applicable.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provision of the Act and the rules framed there under.

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

(viii) Central Government has not prescribed maintenance of costs records under section 209 (1) (d) of the Companies Act, 1956 for any of the activities of the company.

(ix) (a) According to records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrear as at payable the end of the year for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) The company does not have accumulated losses and has not incurred cash losses in the current financial year and in immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institutions or Banks or Debenture Holders.

(xii) According to the information and explanations given to us, and based on the documents and records produced before 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 explanations given to us, 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 Reports) 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, debenture and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Reports) Order 2003 (as amended) are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, the company has not availed any term loan for specific purpose, hence clause 4(XVI) is not applicable.

(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 the no funds 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 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 debentures outstanding during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based on the information and explanation furnished by the management, which have been relied upon by us, there were no fraud on or by the company noticed or reported during the year.



For Rajeev Kamlesh Gupta & Co.

Chartered Accountants

Firm Registration No. : 008956C



Place: New Delhi

Date: 01/09/2010 (Rajeev V. D. Gupta)

Partner

M.Mo.: 078243

 
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