Mar 31, 2016
INDEPENDENT AUDITORS REPORT To,
The Members of,
N2N TECHNOLOGIES LIMITED Report on the Financial Statements
1. We have audited the accompanying financial statements of N2N Technologies Limited (âthe companyâ), which comprises Balance Sheet as at 31st Mar 2016, the Statement of Profit and Loss account and Cash Flow Statement for the year then ended, and a Summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial Statements that give a true and fair view and are free from materials misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedure selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system and the operating effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
4. 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 of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flow for the year ended on that date.
Emphasis of Matter
As referred in note number 30 to the financial statement, the company has not complied with section 203 & section 134(1) of the Companies Act, 2013. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
5. As required by the Companies (Auditorâs Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143 (11) of the Act, we enclosed in the annexure a statement on matters specified in paragraph 3 & 4 of the said order.
6. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31st Mar 2016 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st Mar 2016 from being appointed as a directors in terms of section 164(2) of the Act.
g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the companies Act, 2013 ("the Actâ)- is enclosed an annexure to this report.
h) With respect to the other matters to be included in the Auditorâs Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. As informed to us the Company does not have any pending litigations which would impact its financial position
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE TO INDEPENDENT AUDITORSâ REPORT
Referred to in Paragraph 1 under the heading of âReport on other Legal and Regulatory Requirementsâ of our report of even date
On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -
i. a. The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.
b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.
c. The company does not have any immovable property.
ii. As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.
iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a), (b) and (c) of the order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, company has complied with the provision of section 185 and 186 of the Companies Act, 2013 In respect of loans, investment, guarantees, and security.
v. The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provision of sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules,2015 with regards to the deposits accepted from the public are not applicable.
vi. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
vii. According to information and explanations given to us and on basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employeesâ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2016 for a period of more than six months from the date they became payable.
viii. In our opinion and according to the information and explanations given by the management, we are of the opinion that, the Company has not taken any loan either from financial institutions or from the government and has not issued any debentures therefore this clause (viii) is not applicable.
ix. Based on our audit procedures and according to the information given by the management, the company has not raised any money by way of initial public offer or further public offer (including debt instruments) or taken any term loan during the year, therefore this clause (ix) is not applicable.
x. According to the information and explanations given to us, we report that no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.
xi. According to the information and explanations given to us, we report that managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.
xii. The company is not a Nidhi Company. Therefore clause (xii) is not applicable to the company.
xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.
xiv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, therefore this clause (xiv) is not applicable.
xv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or person connected with him therefore this clause (xv) is not applicable.
xvi. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. And accordingly, therefore this clause (xvi) is not applicable.
REPORT ON INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of N2N TECHNOLOGIES LIMITED ("the Companyâ) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A comp any''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that
1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For DMKH & CO.
CHARTED ACCOUNTANTS
FRN 0116886W
CA. Manish Kankani M.No.158020
Place: Mumbai
Date: 30.05.2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of N2N
TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet
as at March 31, 2015, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Board of Directors is responsible for the matters stated in section
134(5) of the companies Act, 2013 ("the Act") with respect to the
preparation of these standalone financial statements that give a true
and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the Accounting principal
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
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities ,
selection and application of appropriate accounting policies , making
judgments and estimates that are reasonable and prudent and design,
implementation and maintenance of internal financial controls , that
were operating effectively for ensuring the accuracy and completeness
of the accounting records relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under. We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatements. 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 financial control relevant to the Company's preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the
Company's directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, and its loss and its cash flows for the year ended
on that date.
Emphasis of Matter
As referred in note number 30 to the financial statement, the company
have not complied with section 203 & section 134 (1) of Companies Act,
2013. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub'section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified underSection 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 March 31, 2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of Section 164 (2) of the
Act.
f) With respect to the other matters to be included in the Auditor's
Report in accordance With Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us.
I. The Company does not have any pending litigations which would
impact its financial position.
II. The Company did not have any long'term contracts including
derivative contracts for which there were any material foreseeable
losses.
III. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Referred to in Paragraph 1 under the heading of "Report on other Legal
and Regulatory Requirements" of our report of even date
On the basis of such checks as we considered appropriate and in terms
of the information and explanations given to us, we state that: ' i.
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) We have been informed that the fixed assets of the Company have been
physically verified by the management during the year and no material
discrepancies have been noticed on such verification. In our opinion,
this periodicity of physical verification is reasonable having regards
to the size of the company and the nature of its assets.
ii. a) As explained to us, inventories (shares in demat form) have
been verified by the management during the year. In our opinion, the
frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verification of Inventories referred to
in 2(a) above followed by the management, are reasonable and adequate
in relation to the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanation
given to us, the company has maintained proper records of inventories.
As per the information and explanation provided to us and having regard
to the size of the company, no material discrepancies were noticed on
verification of inventory as compared to book records.
iii. The company has granted interest free loan to one body corporate
covered in the register maintained under section 189 of the companies
act, 2013('the Act').
a) According to the information and explanation given to us such
interest free loan given to Body corporate listed in the register
maintained under section 189 of the companies Act, 2013 is prima facie
prejudicial to the interest of the company to the extent interest not
Charged. The terms of arrangements do not stipulate any repayment
schedule and the Loans are repayable on demand. Accordingly, paragraph
3(iii)(a) of the Order is not Applicable to the Company in respect of
repayment of the principal amount.
b) There are no overdue amounts of more than rupees one lakh in respect
of the loan granted to the body corporate listed in the register
maintained under section 189 of the Act.
iv. In our opinion and according to the information and explanations
given to us there are adequate internal control procedures commensurate
with the size of the Company and the nature of its business with
regards to the purchase of inventory (shares),fixed assets and sale of
goods and services. During the course of our audit, we have neither
come across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.
v. The Company has not accepted any Deposits from any party, therefore
following
provisions of Companies Act Sec 73 to 76 and rules made there under and
permission of Reserve Bank of India, the question does not arise.
vi. The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for
vii. a) According to the information and explanation given to us and
the records of the company examined by us, in our opinion, the company
is regular in depositing the undisputed statutory dues including
provident fund, employees' state insurance, income tax, sales'tax,
wealth tax, service tax, Duty of custom,duty of excise, value added tax
and other and other material statutory dues, as applicable, with the
appropriate authorities except TDS amounting to Rs. 10192 and service
tax on sitting fess to Rs. 8652 not deposit for a period of more than
six months from the date they became payable.
b) According to the information and explanation given to us and the
records of the company examined by us, there are no dues of income tax,
sales'tax, wealth tax, service tax, Duty of custom, duty of excise,
value added tax and cess which have not been deposited with the
appropriate authorities on account of any dispute.
c) The are no amounts required to be transferred by the company to
investor education and protection fund in accordance with the
provisions of the Companies Act, 1956 and the rules made there under.
viii. The company has no accumulated loss as at the end of the
financial year and it has not incurred any cash losses in the financial
year ended on that date or in the immediately preceding financial year.
ix. According to the records of the company examined by us and the
information and explanation given to us, The Company has not taken any
loan form financial institution, bank or debenture holders. Therefore,
the provision of clause 3(ix) of the said order is not applicable to
the company.
x. In our opinion, and According to the information andexplanation
given to us, the company has not given any guarantee for others for
loans taken by them from banks and financial institutions during the
year. Therefore, the provision of clause 3(x) of the said order is not
applicable to the company.
xi. There are no term loans taken by the company, therefore the
question of applying the loans for the purpose for which loans taken
does not arise.
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 DMKH & Co,
Chartered Accountants,
FRN : 116886W
CA. Devki Nandan Mantri
Partner
M.No. 162327
Place: Mumbai
Date: 03/09/2015
Mar 31, 2014
We have audited the accompanying financial statements of N2N
TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet
as at March 31, 2014, and the Statement of Profit and Loss account and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 read with general circular No.15/2013 dated
13th September, 2013 of Ministry of Company Affairs in respect section
133 of the Companies Act, 2013 ("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 accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
b) In the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
i. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
ii. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in
agreement with the books of account.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 read with
general circular No.15/2013 dated 13th September, 2013 of Ministry of
Company Affairs in respect section 133 of the Companies Act, 2013 ("the
Act") ;
e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act,1956 .
ANNEXURE TO INDEPENDENT AUDITORS'' REPORT Referred to in Paragraph 1
under the heading of "Report on other Legal and Regulatory
Requirements" of our report of even date
On the basis of such checks as we considered appropriate and in terms
of the information and explanations given to us, we state that: -
I. a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) We have been informed that the fixed assets of the Companyhave been
physically verified by the management during the year and no material discrepancies have been noticed on such verification.
c) According to the information & explanation given to us, the Company
has not disposed of any substantial part of its fixed assets during the
year.
ii. a) As explained to us, inventories (shares in demat form) have been
physically verified by the management during the year. In our opinion,
the frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of physical verification of Inventories
referred to in 2(a) above followed by the management, are reasonable
and adequate in relation to the size of the Company and the nature of
its business.
c) In our opinion and according to the information and explanation
given to us, the company has maintained proper records of inventories.
As per the information and explanation provided to us and having regard
to the size of the company, no material discrepancies were noticed on
physical verification of inventory as compared to book records.
iii. a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the company
has granted interest free loan to one parties covered in the Register
maintained under section 301 of the Companies, Act 1956. The maximum
amount involved during the year was Rs.2,80,69,367/- and the year-end
balance was Rs 2,61,71,946/-.
b) In our opinion the terms and condition of such interest free
loans/advances given to company, firm or other parties listed in the
registers maintained under section 301 of the Companies Act, 1956 are
not, prima facie prejudicial to the interest of the company.
c) According to the information given to us,no repayment schedule has
been specified and accordingly the question of regularity in repayment
of principal amount, wherever applicable, does not arise.
d) As stated above, no repayment schedule has been specified and there
is no overdue amount in excess of Rs.1 lakh.
e) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties listed in the register maintained
under section 301 of the Companies Act, 1956.Accordingly, the clause
(iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable
to the company for the year.
iv. In our opinion and according to the information and explanations
given to us there are adequate internal control procedures commensurate
with the size of the Company and the nature of its business with
regards to the purchase of inventory (shares), fixed assets and sale of
goods.During the course of our audit, we have neither come across nor
have been informed of any continuing failure to correct major
weaknesses in the aforesaid internal control system.
v. a) In our opinion, and according to the information and explanations
given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companies act, 1956 have been so
entered.
b) In our opinion and according to information and explanation given to
us, where such transactions are in excess of Rupees Five Lacs or more
during the year in respect of any party have been made at a prices
which are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
vi. The Company has not accepted any deposits during the year under the
provisions of section 58A and 58AA of the Companies Act, 1956, and the
rules framed there under are not applicable.
vii. As explained to us, there is no formal internal audit system.
However, the Company has adequate internal control procedure involving
internal checking of its financial record.
viii. According to the information and explanation given to us, the
Central Government has not prescribed maintenance of cost records under
Section 209 (1)(d) of the Companies Act, 1956 for the Company.
ix. a) According to the information and explanation given to us the
Company is generally regular in depositing with appropriate
authorities undisputed statutory dues including income tax, sales tax,
wealth tax, service tax, customs duty, excise duty, cess and other
material statutory dues applicable except TDS Interest amounting to
Rs. 87,032/- and penalty for late filing of AIR amounting to
Rs. 35,000/- which was paid in this particular year.
b) According to the information and explanation given to us, no
undisputed amount payable in respect of sales tax, income tax, customs
duty, wealth tax, service tax, excise duty and cess were in arrears, as
at 31st March,2014 for a period of more than six months from the date
they became payable.
x. The Company has accumulated losses at the end of the financial year
and has incurred cash loss for the year covered by our audit and
immediately preceding financial year.
xi. Based on our examination or the records and the information and
explanations given to us, the Company has not defaulted in repayment of
dues to a financial institution, bank or debenture holders.
xii. Based on our examination or the records and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii. In our opinion and according to the information and explanation
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society. Accordingly the provisions of the clause 4(xiii) of the
said order are not applicable to the Company.
xiv. The Company has maintained proper records of the transactions and
contracts of the investment dealt in by the Company and timely entries
have been made therein. The investments made by the Company are held in
its own name.
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. According to the information and explanation given and based on
the documents and records produced, the company has not taken any term
loan for the period.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, in our
opinion that no funds raised on a short-term basis which have been used
for long term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
xix. According to the information and explanations given to us, the
Company has not issued any Optionally Convertible Debentures during the
year.
xx. According to the information and explanations given to us, the
Company has not raised any money by way of public issue during the year
and accordingly the provision of the relevant clause of the order is
not applicable to the Company.
xxi. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For DMKH & Co.
Chartered Accountants
FRN. No. 116886W
CA. Manish Kankani
Partner
M.No. 158020
Place: Mumbai
Date: 30/05/2014
Mar 31, 2013
We have audited the accompanying financial statements of N2N
Technologies Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C)of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, 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.
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 accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2013;
b) In the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and
c) I n the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters 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 Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS'' REPORT
i .a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) We have been informed that the fixed assets of the Companyhave been
physically verified by the management during the year and no material
discrepancies have been noticed on such verification.
c) According to the information & explanation given to us, the Company
has not disposed of any substantial part of its fixed assets during the
year.
ii. a) As explained to us, inventories (shares in demat form) have been
physically verified by the management during the year. In our opinion,
the frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of physical verification of Inventories
referred to in 2(a) above followed by the management, are reasonable
and adequate in relation to the size of the Company and the nature of
its business.
c) In our opinion and according to the information and explanation
given to us, the company has maintained proper records of inventories.
As per the information and explanation provided to us and having regard
to the size of the company, no material discrepancies were noticed on
physical verification of inventory as compared to book records.
iii. a)ln our opinion and according to the information given to us,
the company has granted interest free loan to one parties covered in
the Register maintained under section 301 of the Companies, Act 1956.
The maximum amount involved during the year was Rs.2,65,70,477/- and
the year end balance was Rs 2,65,70,477/-.
b) In our opinion the terms and condition of such interest free
loans/advances given to company, firm or other parties listed in the
registers maintained under section 301 of the Companies Act, 1956 are
not, prima facie prejudicial to the interest of the company.
c) According to the information given to us.no repayment schedule has
been specified and accordingly the question of regularity inrepayment
of principal amount, wherever applicable, does not arise.
d) As stated above, no repayment schedule has been specified and there
is no overdue amount in excess of Rs.1 lakh.
e) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties listed in the register maintained
under section 301 of the Companies Act, 1956.Accordingly, the clause
(iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable
to the company for the year.
iv. In our opinion and according to the information and explanations
given to us there are adequate internal control procedures commensurate
with the size of the Company and the nature of its business with
regards to the purchase of inventory (s h a res), fixed assets and sale
of goods (shares).During the course of our audit, we have neither come
across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.
v. a) In our opinion, and according to the information and explanations
given to us, the transactions that need to be entered into the register
maintained under Section 301 of the Companies act, 1956 have been so
entered.
b) In our opinion and according to information and explanation given to
us, where such transactions are in excess of Rupees Five Lacs or more
during the year in respect of any party have been made at a prices
which are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
vi. The Company has not accepted any deposits during the year under
the provisions of section 58Aand 58AAof the Companies
Act, 1956, and the rules framed there under are not applicable.
vii. As explained to us, there is no formal internal audit system.
However, the Company has adequate internal control procedure involving
internal checking of its financial record.
viii. According to the information and explanation given to us, the
Central Government has not prescribed maintenance of cost records under
Section 209 (1 )(d) of the Companies Act, 1956 for the Company.
ix. a) According to the information and explanation given to us the
Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including income tax, sales tax, wealth tax,
service tax, customs duty, excise duty, cess and other material
statutory dues applicable.
b) According to the information and explanation given to us, no
undisputed amount payable in respect of salestax, income tax, customs
duty, wealth tax, service tax, excise duty and cess were in arrears, as
at 31 st March,2013 for a period of more than six months from the date
they became payable.
x. The Company has accumulated losses at the end of the financial year
and has incurred cash loss for the year covered by our audit and
immediately preceding financial year.
xi. Based on our examination orthe records and the information and
explanations given to us, the Company has not defaulted in repayment of
dues to a financial institution, bank or debenture holders.
xii. Based on our examination or the records and the information and
explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii. In our opinion and according to the information and explanation
given to us the Company is not achit fundora nidhi / mutual benefit
fund/society. Accordingly the provisions of the clause 4(xiii) of the
said order are not applicable to the Company.
xiv. The Company has maintained proper records of the transactions and
contracts of the investment dealt in by the Company and timely entries
have been made therein. The investments made by the Company are held in
its own name.
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. According to the information and explanation given and based on
the documents and records produced, the company has not taken any term
loan for the period.
xvii. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, in our
opinion that no funds raised on a short-term basis which have been used
for long term investment.
xviii. The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 oftheCompaniesAct, 1956 during the year.
xix. According to the information and explanations given to us, the
Company has issued 2,66,666 Optionally Convertible Debentures to Mr.
Vijay Chheda during the year. Also refer note no 22.
xx. According to the information and explanations given to us, the
Company has not raised any mo. ley by way of public issue during the
year and accordingly the provision of the relevant clause of the order
is not applcable to the Company.
xxi. Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For, DMKH & Co,
Chartered Accountants,
FRN : 116886W
CA. DurgeshKabra
Partner
M.No. 044075
Place: Mumbai
Date: May 27, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of M/S VISISTH
MERCANTILE LIMITED as at 31st March 2012, the statement of Profit &
Loss and also the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those stan- dards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial Statements are free of material misstatements. An audit
includes examining, on test basis, evidence supporting the amounts and
disclosure in the Financial Statements. An audit also includes as-
sessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall Financial
Statement presentation. We believe that our audit provides reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as
amended by Companies (Auditor's Re- port) (Amendment) Order, 2004,
issued by Central Government of India in terms of sub Section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters speci- fied in paragraph 4 and 5 of the said
order.
4. Further to our comments in the Annexure referred to above, we state
that:
i. We have obtained all the information and explanation which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit.
ii. In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of
those books.
iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts.
iv. In our opinion, the Balance Sheet, Statement of Profit & Loss 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.
v. On the basis of written representation received from the directors,
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the Directors is disqualified as on 31st March,
2012 from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
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 of the
Company as at 31st March, 2012,
(ii) In the case of the Statement of Profit & Loss, of the profit for
the year ended on that date, and
(iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 3 of Auditor's Report of even date on the
financial statements as at and for the year
ended 31st March,2012)
On the basis of such checks as were considered appropriate and
according to the information and explana- tion given to us during the
course of audit, we state that:-
i.
a. The Company has maintained proper records showing full particulars,
including quantitative de- tails and situation of fixed assets.
b. The assets have been physically verified by the management in
accordance with the phased pro- gramme of verification adopted by the
Company. In our opinion, the frequency of verification is reasonable
having regard to the size of the Company and nature of fixed assets, no
material dis- crepancies have been noticed in respect of assets
physically verified during the year.
c. No substantial part of the fixed assets has been disposed off
during the year.
ii. The Company is not having any inventory & hence the provision of
Clause 4(ii) of the order is not ap- plicable to the Company.
iii.
a. The Company has not granted loans to any parties covered in
register maintained under Section 301 of The Companies Act,1956,hence
Para (b),(c) & (d) is not applicable to the Company.
b. The Company has not taken loans from any parties covered in the
register maintained under Sec- tion 301 of The Companies Act,1956,
hence Para (f) to (g) is not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there is adequate inter- nal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control system.
v.
a. In respect of transaction covered under Section 301 of the
Companies Act, 1956. In our opinion and according to the information
given to us, the transactions made in pursuance of contracts or
arrangements that needed to be entered into in the register maintained
under Section 301 of the companies Act, 1956 and that have been so
entered.
b. In our opinion and according to the information and explanation
given to us, where such transac- tions are in excess of Rupees five
lakhs in respect of any party, the transaction have been made at prices
which are prima facie reasonable having regard to the prevailing market
at the relevant time.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits within the
meaning of Section 58A, 58AA or any other relevant provisions of the
Companies Act, 1956 and the rules framed there under.
vii. The Company does not have a formal system of Internal Audit, but
there are adequate checks & controls at all level established by the
management.
viii. According to the information and explanation given to us the
maintenance of cost records has not been prescribed by the Central
Government under clause (d) of sub-Section (1) of Section 209 of the
Compa- nies Act, 1956 for any of the activities of the company.
ix.
a. The Company is generally regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess and other material statutory dues
appli- cable to the company with the appropriate authorities. According
to the information and explana- tion given to us, there are no
undisputed amounts payable in respect of the aforesaid statutory dues
were outstanding as at the last day of the financial year for a period
of more than six months from the date they became payable.
b. According to the records of the Company, there are no dues of
Income Tax, Sales Tax, Service Tax, Cus- toms Duty, Wealth Tax, Excise
Duty, Cess which have not been deposited on account of any dispute.
x. The Company does not have any accumulated losses as at 31st March,
2012. The company has not incurred cash losses during the financial
year covered by our audit and immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, we are of the opinion that the
Company has not defaulted in repayment of dues to financial institu-
tions, banks or debenture holders as at the Balance sheet date.
xii. Based on our examination of documents and records and according to
the information and explanation given to us, we are of the opinion that
the Company has not granted any loans and/or advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. In our opinion, the company is not a chit fund or a nidhi/
mutual benefit fund/ society. Therefore, the provisions of clause 4
(xiii) of the Order are not applicable to the Company.
xiv. In our opinion, the company has maintained proper records of the
transactions and contracts of the in- vestments dealt in by the company
and timely entries have been made therein. The investments made by the
company are held in its own name.
xv. 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.
xvi. In our Opinion, and according to the information and explanations
given to us, the Company did not have any term loans outstanding during
the year.
xvii. According to the information and explanations given to us and on
an overall examination of the cash flow statements and balance sheet of
the company, in our opinion, the funds raised on short-term basis have,
prima facie, not been used for long-term investment.
xviii. During the year the Company has not made any preferential
allotment of shares to the parties covered and recorded in the register
maintained under Section 301 of the Companies Act, 1956.
xix. According to the information and explanations given to us, during
the period covered by our audit report, the company had not issued any
debentures.
xx. The Company has not raised any money by way of public issue during
the year.
xxi. During the course of our examination of the books and records of
the Company, carried out in accor- dance with the generally accepted
auditing practices in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For DMKH & co.
Chartered Accountants,
FRN. No. 116886W
ca. durgesh kabra
Partner
M.No. 044075
Place: Mumbai
Date: 30th May, 2012
Mar 31, 2003
We have audited the attached Balance Sheet of VISISTH MERCANTILE LTD.
as at 31st March, 2003, the related Profit and Loss Account of the
Company for the year ended on that date annexed there- to, and the Cash
Flow Statement for the year ended on that date, which we have signed
under reference to this report. Theme finan- cial statements are the
responsibility of the Companys manage- ment. 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 sig- nificant 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.
1. As required by the Manufacturing and Other Companies (Auditors
Report) Order, 1988 issued by the Company Law Board in terms of
Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure
a statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
2. Further to our comments on the Annexure referred to in paragraph 1
above, we report that :-
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of the
books;
c) The Balance Sheet and the Profit and 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
complies with the Accounting Standards referred to in Sub-Section (3C)
of Section 211 of the Companies Act, 1956.
e) As informed & explained to us, none of the directors is disqualified
from being appointed as director under 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
explanations given to us, the said ac- counts, read together with the
Accounting Policies & notes thereon give the information required by
the Companies Act, 1956, in the manner so required and give a true and
fair view in conformity with accounting principles generally accepted
in India;
i.) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2003,
ii) in the case of Profit and Loss Account, of the Profit for the year
ended on that date.
and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE referred to in paragraph (1) of our Report, of even date on
the Accounts for the year ended on 31st March, 2003 of VISISTH
MERCANTILE LTD..
1. The Company has maintained proper records showing full particulars
including quantitative details & situation of fixed assets. The fixed
assets of the Company have been physically verified by the management
during the year and no discrepancy between the book records and
physical inventory have been noticed on such verification.
2. None of the fixed assets have been revalued during the year.
3. The Company had not taken any loans, secured or unsecured, from the
companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956.
4. The Company has not granted any loans, secured or unsecured, to the
companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956.
5. The Company has granted loans to parties without any stipu- lation
as to time of repayment, however the same are regular in payment of
interest.
6. The Company has not accepted any deposit from the public and
consequently the provisions of Section 58A of the Companies Act, 1956,
the rules framed thereunder and the directives issued by RBI are not
applicable.
7. The Company does not have a formal system of internal audit, but
there are adequate checks & controls at all levels.
8. As explained to us, the provisions of the Provident Fund Act and
Employees State Insurance Scheme are not applicable to the Company
9.According to the information and explanations given to us & the
records examined by us, there were no undisputed amounts payable in
respect of Income Tax, Wealth Tax, Customs Duty, Sales Tax and Excise
Duty, which have remained outstanding as at 31st March, 2003 for a
period of more than six months from the date they became payable.
10. During the course of cur audit of the books of account carried out
in accordance with the generally accepted auditing practices, we have
not come accross any personal expens- es which have been charged to
Profit & Loss account other than those payable under contractual
obligations or in accordance with the generally accepted business
practices.
11. The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
12. In respect of Companys activity for investments in shares proper
records have been maintained in regard to the trans- action and
contracts and timely entries have been made therein,, The shares have
been held by the Company in its own name or pending transfer.
13. Other Provisions of the said Order are either NIL or NOT
APPLICABLE.
For K.K.KHADARIA & CO.
CHARTERED ACCOUNTANTS
AJAY DAGA
PARTNER
PLACE :Mumbai
DATED : 23th August,2003
Mar 31, 2002
We have audited the attached Balance Sheet of VISISTH MERCANTILE LTD.
as at 31st March. 2002 and also the Profit and Loss Account of the
Company for the year ended on that date an- nexed 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.
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 wheth- er 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 sig- nificant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable? basis for our oninion.
1. As required by the Manufacturing and Other Companies (Auditors
Report) Order. 1988 issued by the Company Law Board in terms of Section
227(4A) of the Companies Act. 1956. we enclose in the Annexure a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
2. Further to our comments on the Annexure referred to in paragraph 1
above, we report that :-
a) We have obtained all the information and exDlanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit:
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of the
books:
c> The Balance Sheet and the Profit and 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
complies with the Accounting Standards referred to in Sub-Section (3C)
of Section 211 of the Companies Act., 1956.
e> As informed & explained to us, none of the directors is disqualified
from being appointed as director under clause (o) of sub-section (!) of
section 274 of the Companies Act. 1956.
f) In our opinion and to the best of our and according to explanations
given to us. the said ac- counts. read together with the Accounting
Policies & notes thereon give the
information required by the Companies Act. 1956. in the manner so
required and give a true and fair view in conformity with accounting
Drinciples generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2002, and
ii) in the case of Profit and Loss Account, of the loss for the year
ended on that date.
ANNEXURE referred to in oaragraph (1) of our Report of even date on the
Accounts for the year ended on 3ist March. 2002 of VISISTH MERCANTILE
LTD-.
i. The Company has maintained proper records showing full particulars
including quantitative details & situation of fi>:ed assets. The fixed
assets of the Company have been physically verified by the management
during the year and no discrepancy between the book records and
physical inventory have been noticed on such verification.
2. None of the fixed assets have been revalued during the year
3. The Company had not taken any loans, secured or unsecured. from
the companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act.
4. The Company has not granted any loans, secured or unsecured, to the
companies. firms or other parties listed in the register maintained
under Section 301 of the Companies Act. 1956.
5. The Company has granted loans to other parties without any
stipulation for repayment, who are regular in payment of
interest.
6. The Company has not accented any deposit from the public and
consequently the provisions of Section 58 A of the Companies Act, 1956.
the rules framed thereunder and the directives issued by RBI are not
applicable.
7. The Company does not have a formal system of internal audit. but
there are adequate checks &. controls at all levels.
8. As explained to us, the provisions of the Provident Fund Act and
Employees State Insurance Scheme are not applicable to the Company.
9. According to the information and explanations given to us & the
records examined by us. there were no undisputed amounts payable in
respect of Income Tax. Wealth Tax. Customs Duty. Sales Tax and Excise
Duty, which have remained outstanding as at 31st March. 2002 for a
period of more than six months from the date they became payable.
10. During the course of our audit of the books of account
carried out in accordance with the generally accepted audit- ing
practices, we have not comee accross any personal expens- es which have
been charged to Profit & Loss account other than those payable under
contractual obligations or in accordance with the generally accepted
business practices.
11. The Company has not granted loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities..
12. In respect of Companys activity for investments in shares proper
records have been maintained in regard to the trans- action and
contracts and timely entries have been made therein. The shares have
been held by the Company in its own name or pending transfer.
13. Other Provisions of the said Order are either NIL or NOT
APPLICABLE-
For K.K.KHADARIA & CO.
CHARTERED ACCOUNTANTS
PLACE : MUMBAI AJAY DAGA
DATED : 26th August. 2002 PARTNER