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Auditor Report of Intellivate Capital Ventures Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Intellivate Capital Ventures Limited (“the Company”) which comprise the balance sheet as at 31 March 2015, the statement of profit and loss, the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Management and Board of Directors of company are responsible for the matters stated in section 134(5) of the Companies Act 2013 (“the Act”) with repect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safegaurding of the assets of the company and for prevanting and detecting the frauds and other irregularities , selection and application of appropriate accounting policies, making judments and estimates that are reasonable and prudent, and design, implementation and maintenance of internal financial control, 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 fairviewand are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report underthe provisions of the Actand the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specifies 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 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 financialstatements,whetherduetofraudorerror.Inmaking those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statement, that give true & 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 accounting policies used and the reasonableness of the accounting estimates made by Company's Management and Board of Director's , as well as evaluating the overall presentation of the financial statements.

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

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:

(I) in the case of the Balance Sheet, of the state of affairs of the Company as at31 March 2015

(ii) in the case of the statement of Profit and Loss, 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 Reporton Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

I. The company does not have any pending litigations which would impact its financial postion.

ii. The company did not have any long term contract including derivative contract, as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the company during the year under report to transfer any sums to the Investor Education and Protection Fund . The question of delay in transferring such sums does notarise.

ANNEXURE TO AUDITOR'S REPORT

Referred to our Report of even date on the accounts of Intellivate Capital Ventures Limited for the year ended 31st March, 2015.

On basis of such checks as we considered and appropriate and according to the information and explanation given to us during thecourseof ouraudit we report that:

1. (a) The Company has maintained proper records showing full particulars, including quantitative detials and situation of its fixed assets.

(b) As explained to us,the Fixed Assets have been physically verified by the management at regural interval, as informed to us no material discrepancies were noticed on such physical verification.

(c) Inouropinion,the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 3 of the order is not applicable.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies,firms and other parties covered in the register maintained under section 189 of the Act. Thus sub clause (a) and (b) are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business, for the purchase of Fixed Assets and for Sale of Services. Further , on the basis of our examination of the books and records of the comapany and according to the information and explanation given to us, no major weakness has not been noticed or reported

5. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act 2013.

6. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 148 (1) (d) of the Act,

7. a) According to the information and explanation given to us, and on the basis of our examination of the records of the company.

The company is regural in depositing the undisputed statutory dues including Investor Education and Protection Fund , Provident Fund, Employees'State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and other material Statutory dues as applicable, with the appropriate authorities in India.

b) According to the information and explanation given to us, there is no undisputed amount payable in respect of Investor Education and Protection Fund , Provident Fund , Employees' State Insurance , Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and other material Statutory dues were outstanding, at the year end, for a period of more than 6 months from the date of they became payable.

c) According to the information and explainations given to us, the dues in respect of Income Tax have not been deposited with appropriate authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/- due to Disallowance U/s 14A- in respect of Financial Year 2010-11(A.Y 2011-12). The dispute is pending with Commissioner of Income Tax (Appeals)- 5 Mumbai.

8. According to the information and explanation given to us 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.

9. According to the the records of the company examined by us and as per the information and explanations given to us, the company has not availed any loans from any financial institution or banks and has not issued any debentures.

10. According to to the information and explanation given to us, the Company has not given any guarntees for loans taken by others from a bank or finacial instituion during the year.

11. The Company has not obtained any term loan during the financial year.

12. Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the company has been noticed or repoted during the year, nor have we been informed of such case by the management.

For J. B. Dudhela & Co. Chartered Accountants (Firm Registration No 102777W)

Sd/- J. B. Dudhela Place: Mumbai Proprietor Date : 30,h May 2015 (Membership No. 035354)


Mar 31, 2014

We have audited the accompanying financial statements of Intellivate Capital Ventures Limited ("the Company") which comprise the Balance Sheet as at 31 March 2014, the statement of profit and loss and Cash Flow Statementfor the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibilityforthe Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fairview of the financial position financial performance and Cash Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 ("the Act"). (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13Sepetember issued by the Ministry of Corporate Affairs w.e.f 12 September, 2013)This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal contro relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe thattheauditevidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying financia statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principlesgenerallyaccepted in India:

(i) inthecaseof the balance sheet, of thestate of affairsof theCompany as at31 March2014

(ii) in the case of the statement of profit and loss, of the profitfor the year ended on thatdate

(iii) in the case of the Cash Flow Statement, of the Cash Flowfor the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor/s Report) Order, 2003 ("the Order"), as amended, issued by the Centra Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act, we reportthat:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of ouraudit;

(b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreementwith the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 Sepetember issued by the Ministry of Corporate Affairs w.e.f. 12 September, 2013)

(e) on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors isdisqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274of the CompaniesAct, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to our Report of even date on the accounts of Intellivate Capital ventures Ltd. for the year ended 31st March, 2014. In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

(1) (a) The Company has maintained proper records showing full particulars, including details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of it''s assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 4(ii) of the order is notapplicable.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies ,firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) ,(d) (e),(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of inventories and fixed assets and for sale of goods and Services. We have notobserved any majorweakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has notaccepted any deposits from the publicwhich fall within the meaning of the section 58Aand 58 AA of the Company Act,1956 and rules framed there under.

7. According to the information and explainations given to us, there is noformal internal audit system in the company, however in ouropinion the company has adequate internal control system commensurate with the size and nature of its business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the CompaniesAct, 1956.

9. According to the information and explanation given to us and on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund , Employees '' State Insurance , Income Tax, Wealth Tax, Sales Tax , Service Tax, Custom Duty, Excise duty and other material Statutory dues have generally been deposited on a regular basis during the year by the Company with appropriate authorities. There are no arrears of undisputed statutory dues as at 31st March, 2014 for a period of more than 6 monthsfrom the date they became payable. As explained to us the company did not have any dues on account of Investor Education and Protection Fund.

According to the information and explainations given to us, the dues in respect of Income Tax have not been deposited with appropriate authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/- due to Disallowance U/s 14A- in respect of Financial Year 2010-11(A.Y. 2011-12). The dispute is pending with Commissioner of Income Tax (Appeals)-5 Mumbai.

10. According to the information and explanation given to us the company does not have any accumulated losses at the end of the financial Year, and has not incurred cash losses in thefinancial year and in the immediately preceding financial year.

11. The Company has not defaulted in repaymentof dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security byway of pledge of share, debentures and othersecurities.

13. The Company is not a chit fund, nidhifund or mutual benefit fund/ society. Therefore, the provision of clause 4 (xiii)of the Companies (Auditor''s Report) Order, 2003 are notapplicable to the company.

14. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks orfinancial institutions during theyear.

16. The Company has not obtained any term loan during the financial year.

17. According to the information and explanations given to us and on 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 and vice-versa.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained undersection 301 of the Act.

19. No Debentures has been issued by the Company during theyear.

20. The Company has not raised any money by way of public issue during theyear.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the Information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

For J. B. Dudhela&Co Chartered Accountants (Firm Registration No 102777W

Sd/- J. B. Dudhela Place: Mumbai Proprietor Date : May 30, 2014 (Membership No. 035354''


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Intellivate Capital Ventures Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, the statement of profit and loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company"s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the recounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date-

(iii) in the case of the Cash Flow Statement* of the Cash Flow for the year ended on that date;

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act", we report that:

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956,

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

Referred to our Report of even date on the accounts of InteUivate Capital ventures Ltd. fgr the year ended 31st March, 2013.

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audi.t and to the best of our knowledge and belief, we state as under:

I, (a) The Company has maintained proper records showing full particulars, including, details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of it''s assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 4(ii) of the order is not applicable.

The company has not granted/taken any loans, secured or unsecured to/from the companies .firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) and (d)/(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of Fixed Assets and for sale of the goods and Services. We have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us" the company has not accepted any deposits from the public which fall within the meaning Qf the section 58 A and 58 AA of the Company Act ,1956 and rules framed there under.

In our opinion the company has no internal audftl system commensurate with the size and nature of it business,

As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the Companies Act, 1956.

#.. According to the information and explanation given to us and on the basis of our examination of the records of the company, there are no undisputed statutory dues including Provident Fund , Investor Education and Protection Fund, Employees '' State Insurance , Income Tax , Wealth Tax , Sales Tax , Custom Duty. Excise duty and other Statutory dues applicable to it in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for the period more than six months.

10-, According to the information and explanation given to us the company does not have any accumulated losses at the end of the financial Year, and has not inclined cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues, to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases pf security by way of pledge of share, debentures and other securities.

13. The Company is not a chit fund, nidhi fund or mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company,

14. In oUr opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have been held by the Company in its own name.

15.. The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the financial year.

1.7,. According to the information and explanations given to us and on 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 and vice-versa.

18''. 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.

19. No Debentures has, been issued by the Company during the year.

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

21. During the course of our examination of fhe books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the Information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have me been informed of such case by the management.

For J.B.DUDHELA & CO

Chartered Accountants FRN : 102777W

Sd/-

PLACE: Mumbai (J.B.DUDHELA)

DATE: 24/05/2013 Proprietor

Memb. No. 035354


Mar 31, 2011

We have audited the attached Balance Sheet of INTELLIVATE CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) as at 31st March, 2011, and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on the 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.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. 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 Govt, 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.

3. Further to our comments in the Annexure referred to in paragraph 2 above we report that:

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

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this Report are in agreement with the books of account.

d) In our opinion, the Balance sheet, Profit & Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub section (3c) of Section 211 of the Companies Act, 1956.

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

5. RELATED PARTY

(a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted the deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Act

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

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2011 for a period more than six months.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and cess outstanding as at the 31st March, 2011, for a period more than six months from the date they became payable.

10. The Company has no accumulated losses at the end. The company has not incurred any cash losses during the year under report or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

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

13. The Company is not a chit fund, nidhi or mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

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

16. The Company has not obtained any term loan during the period.

17. According to the information and explanations given to us and 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.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

19. No debentures have been issued by the Company during the year.

20. The company has not raised money by public issue.But,the company has received call money of the right issues made in the previous year.

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

For J. B. DUDHELA & CO.

Chartered Accountants

Sd/-

J. B. DUDHELA

Proprietor

Firm Regn. NO.102777W

Membership no. 035354

Place: Mumbai

Date : 27.08.2011


Mar 31, 2010

We have audited the attached Balance Sheet of INTELLIVATE CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) as at 31st March, 2010, and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on the date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our Audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 as-amended by the Companies (Auditors Report) (Amend ment)Order, 2004 issued by the Central Govt, 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.

3. Further to our comments in the Annexure referred to in paragraph 2 above we report that:

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

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this Report are in agreement with the books of account.

d) In our opinion, the Balance sheet, Profit & Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub section (3c) of Section 211 of the Companies Act, 1956.

e) On the basis of information and explanation given to us, and representation

obtained by the Company and taken on record by the Board of Directors, as on 31 st March, 2010 none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of subsection (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 financial statements read together with notes forming part thereof 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 Balance Sheet, of the state of affairs as at 31st March, 2010;

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

(iii) In the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 2 of our Auditors Report of even date on the Financial statements for the year ended March 31, 2010 of INTELLIVATE CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) on the basis of such checks as we considered appropriate and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. FIXED ASSETS

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

(b) There are no Fixed Assets held by the company during the year therefore clause (b) and (c) are not applicable.

2. INVENTORIES

The company does not have any inventory and consequently the clause 4{ii) (a) to (c) of the order is not applicable to the company.

3. LOANS

(a) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, to Companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from Companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956.

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

5. RELATED PARTY

(a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted the deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Act

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

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2010 for a period more than six months.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and cess outstanding as at the 31 st March, 2010, for a period more than six months from the date they became payable.

10. In our opinion, the accumulated losses of the Company at the end of the year is less than fifty percent of its net worth. The company has not incurred any cash losses during the year under report or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

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

13. The Company is not a chit fund, nidhi or 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. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

15. I our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the period.

17. According to the information and explanations given to us and on 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.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year

19. No debentures have been issued by the Company during the year.

20. The company has not raised money by public issue.But,the company has raised money by right issues during the year.

21. According to the information and explanations given to us and to-the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

Looking at the nature of the activity being carried on, at present, by the company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) Order, 2004, clauses (iii) (b), (iii) (c), (iii) (d), (iii) (f), (Hi) (g) of paragraph 4 of the aforesaidorder, are, in our opinion, not applicable to the Company.

For J. B. DUDHELA & CO.

Chartered Accountants

sd/-

J. B. DUDHELA

Proprietor

Membership No. 035354

Place: Mumbai

Date : 15.07.2010



 
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