Auditor Report of Palred Technologies Ltd.
Mar 31, 2018
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Paired Technologies Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material 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.
4. 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 thereunder.
5. 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 these standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 assessments, the auditor considers internal financial controls 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. 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.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.
Opinion
8. 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 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
9. The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2017 and 31 March 2016 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditorâs reports to the shareholders of the Company dated 26 May 2017 and 30 May 2016 respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. Further to our comments in Annexure A, 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 standalone financial statements 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 Ind AS specified under Section 133 of the Act;
e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 30 May 2018 as per Annexure B expresses unmodified opinion; and
g. 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i. the Company, as detailed in Note 19 to the standalone financial statements, has disclosed the impact of pending litigations on its standalone 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; and
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.
Annexure A to the Independent Auditorâs Report of even date to the members of Paired T echnologies Limited, on the standalone financial statements for the year ended 31 March 2018
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
(c) The Company does not hold any immovable property (in the nature of âProperty, plant and equipmentâ). Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable.
(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3 (ii) of the Order are not applicable.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of loans, guarantees and security.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) The Central Government has not specified maintenance of cost records under subsection (1) of Section 148 of the Act, in respect of Companyâs products / services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii)(a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been slight delay in few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount |
Amount paid under Protest |
Period to which the amount relates |
Forum where dispute is pending |
|
(Rs.) |
(Rs.) |
Financial year |
|||
|
The Income Tax Act, 1961 |
Income Tax |
3,882,740 |
2013-14 |
Commissioner of Income-tax (Appeals), Hyderabad |
(viii) The Company has no loans or borrowings payable to a financial institution or a bank or government and no dues payable to debenture-holders during the year. Accordingly, the provisions of clause 3(viii) of the Order are not applicable.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the company has made preferential allotment / private placement of shares. In respect of the same, in our opinion, the company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, in our opinion, the amounts so raised were applied for the purposes for which these securities were issued, though idle funds which were not required for immediate utilisation have been invested in liquid investments, payable on demand. During the year, the Company did not make preferential allotment/ private placement of fully/partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B to the Independent Auditorâs Report of even date to the members of Paired T echnoiogies Limited, on the standalone financial statements for the year ended 31 March 2018 Independent Auditorâs report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
1. In conjunction with our audit of the standalone financial statements of Paired Technologies Limited (âthe Companyâ) as on and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company as of that date.
Managementâs Responsibiiity for Internai Financiai Controis
2. The Companyâs Board of Directors 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 (âthe Guidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 the Companyâs 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 Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s IFCoFR 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 IFCoFR 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, 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 issued by the ICAI.
For Walker Chandiok & Co LLP
Chartered Accountants
Firmâs Registration No.: 001076N/N500013
per Nikhil Vaid
Partner
Membership No.: 213356
Place: Hyderabad
Date: 30 May 2018
Mar 31, 2016
Independent Auditorâs Report
To the Members of Paired Technologies Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Paired Technologies Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant: accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of die Companies Act, a013 (âthe Actâ) with respect to the preparation of these standalone financial statements, that give a true e and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally kneepad in India, including the Accounting Standards specified under Section 133 to the Act, reds with Rule 7 of than Companies (Accounts) Rules, 2014 (so amended). This responsibility also includes maintenance of7 adequane accounting recoats in ascendance with the provisions of the Act; safeguarding Lo assets o) the Company; preventing and date citing frauds and others irregularities; selection and application of appropriate accounting; policies; makings judgments end estimates than are seasonable audios prudent; and design, implementation and maintenance og adequate internal financial controls, that were operating effectively fern: ensuring the accuracy add coned(sense of the accounting recorder, relevant ho the preparation and presentation of the financial statement) tired give; a true and fair view and as free from material 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.
4. 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.
5. 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 standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 assessments, the auditor considers internal financial controls 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. 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.
7. 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
8. 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 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. Further to our comments in annexure A, 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 standalone financial statements 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 (as amended);
e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 30 May 2016 as per annexure B expressed unmodified opinion.
g. 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 detailed in Note 22 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure A
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.
(c) The Company does not hold any immovable property (in the nature of âfixed assetsâ). Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable.
(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.
(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion, the Company has not entered into any transaction covered under Sections 185 in respect of loans, guarantees and security. Accordingly, the provisions of clause 3(iv) of the Order are not applicable. In our opinion, Company has complied with the provisions of Sections 186 of the Act in respect of investments.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) The Central Government has not specified maintenance of cost records under subsection (1) of Section 148 of the Act, in respect of Companyâs products / services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii)(a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax service tax, duty of customs, duty of excise duty, value added tax, cess have not generally been regularly deposited to the appropriate authorities though the delays in deposit have not been significant. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.
Annexure A to the Independent Auditorâs Report of even date to the members of Paired Technologies Limited, on the standalone financial statements for the year ended 31 March 2016
(b) The dues outstanding in respect o f income-tax, sales-tax, service tax, duty? of customs , duty of excise and value added tax on account of any dispute, are as follows:
Statement so Disputed Dues
|
Name on the |
Nature of dues |
Amount |
Amount paid under |
Period to which the amount: relates |
Forum where Dispute is pen ding |
|
The Income Tax Act, 1961 |
income Tax |
60,939,0(50 |
Financial yea-2007-08 |
income Tax Appellate Tribunal, Hyderabad |
|
|
Income Tax |
30,450,340 |
Financial year 2008-09 |
Income Tax Appellate Tribunal, Hyderabad |
||
|
Income Tax |
20,871,270 |
4,174,253 |
Financial year 2009-c0 |
Income Tax Appellate Tribunal, Hyderabad |
(viii) The Company has no loans or borrowings payable to a Sinenciel institution or a bank Try government and no dues payable to debenture-holders during the year. Accordingly, the provisions eve clause 3(vireo) of the Order are not applicable.
(ix) The Company did not raise moneys by way so initial public josser or further public osier including debt instruments) ann. cited not have any arm loans outstanding during the year. Accordingly, the provisions of Claude 3(ix) of the Order are not applicable.
(x) No Sraud by the Company or on the Company by its osiers or employees has been noticed o r reported during tire period covered by our audit
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 so the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions so clause 3(xii) of the Order are vote applicable.
(xiii) In our opinion, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the equiseta derail have been disclosed in the financial statements etc., as required by the applicable accounting standards .
(xiv) During the year, the Company has made preferential allotment / private placement so shares. In respect so the same, in our opinion, the Company has complied with the require Resume of Section 42 of the Act and -the Rules framed there under. Further, in our opinion, the amounts so raised have been used for the purposes for which the Sounds were raised. During the year, the Company did ho- make preferential allotment/private placement so Sully/partly convertible debenture res.
Annexure A to the Independent Auditorâs Report of even date to the members of Paired Technologies Limited, on the standalone financial statements for the year ended 31 March 2016
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Companyâs principal objectives are to carry out activities relating to Information Technology Products and Services. However, as detailed in note 28 to the accompanying financial statements and subsequent to sale of its core IT business in the financial year 2014, the Company has acquired significant investments in its subsidiary company and as a result of such investments, it is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. However, pending final evaluation regarding the ultimate business activities, such registration has not been obtained by the Company as of 31 March 2016.
Independent Auditorâs report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
1. In conjunction with our audit of the standalone financial statements of Paired Technologies Limited (âthe Companyâ) as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company as of that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs Board of Directors 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 (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). 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 the Companyâs 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 Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s IFCoFR 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 IFCoFR 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
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 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 issued by the ICAI.
For Walker Chandiok & Co LLP
Chartered Accountants
Firmâs Registration No.: 001076N/N500013
per Sanjay Kumar Jain
Partner
Membership No.: 207660
Place: Hyderabad
Date: 30 May 2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Palred Technologies 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 the
significant accounting policies and other explanatory information.
Management,s Responsibility for the Standalone Financial Statements
2. The Company,s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements,
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act; safeguarding the assets
of the Company; preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor,s Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. 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 hereunder.
5. 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 standalone financial
statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor,s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant
to the Company,s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company,s Directors, as well as
evaluating the overall presentation of the financial statements.
7. 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
8. 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 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2015, and its profit and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor,s Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of Section
143(11) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
10. 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 standalone financial statements 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 (as
amended);
e. on the basis of the 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 31 March 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. as detailed in Note 27 to the standalone financial statements, the
Company has disclosed the impact of pending litigations on its
standalone 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 was a delay in transferring the amount required to be
transferred to the Investor Education and Protection Fund by the
Company in accordance with the relevant provisions of the Companies
Act, 1956 (1 of 1956) and rules made thereunder within the specified
time, however, the same was corrected during the year.
Annexure to the Independent Auditor's Report of even date to the
members of Paired Technologies Limited, on the financial statements for
the year ended 31 March 2015
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets have been physically verified by the management
during the year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification of the
fixed assets is reasonable having regard to the si,e of the Company and
the nature of its assets.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the si,e of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(in) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, the provisions of clauses
3(m)(a) and 3(m)(b) of the Order are not applicable
(iv) In our opinion, there is an adequate internal control system
commensurate with the si,e of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods. During the course of our audit, no major weakness has
been noticed in the internal control system in respect of these areas.
(v) The Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)
Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v)
of the Order are not applicable.
(vi) To the best of our knowledge and belief, the Central Government
has not specified maintenance of cost records under sub-section (1) of
Section 148 of the Act, in respect of Company's products. Accordingly,
the provisions of clause 3(vi) of the Order are not applicable.
Annexure to the Independent Auditor's Report of even date to the
members of Paired Technologies Limited, on the financial statements for
the year ended 31 March 2015
(vn)(a) Undisputed statutory dues including provident fund, employees'
state insurance,
income-tax, sales-tax, wealth tax, service tax, duty of customs, duty
of excise, value added tax, cess and other material statutory dues as
applicable, have generally been regularly deposited with the
appropriate authorities, though there has been a slight delay in a few
cases. Further, no undisputed amounts payable in respect thereof were
outstanding at the year-end for a period of more than six months from
the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax and
cess on account of any dispute, are as follows:
Name Nature Amount (Rs,) Amount Period to Forum where
of the of dues Paid which the dispute is
statute Under amount pending
Protest relates
(Rs,)
The Income 60,939,060 - Financial Income Tax
Income Tax - year 2007-08 Appellate
Tribunal,
Tax Hyderabad
Act, 19,023,393 - Financial Income Tax
1961 year 2008-09 Appellate
Tribunal,
Hyderabad
20,871,270 4,174,253 Financial Income Tax
year 2009-10 Appellate
Tribunal,
Hyderabad
(c) There was a delay in transferring the amount required to be
transferred to the Investor Education and Protection Fund in accordance
with the relevant provisions of the Companies Act, 1956 (1 of 1956) and
rules made there under within the specified time, however, the same was
corrected during the year.
(vm) In our opinion, the Company's accumulated losses at the end of the
financial year are less than fifty percent of its net worth. Further,
the Company has not incurred cash losses in the current and the
immediate preceding financial year.
(ix) The Company has no dues payable to a financial institution or a
bank or debenture- holders during the year. Accordingly, the provisions
of clause 3(ix) of the Order are not applicable
(x) The Company has not given any guarantees for loans taken by others
from banks or financial institutions. Accordingly, the provisions of
clause 3(x) of the Order are not applicable.
(X1) The Company did not have any term loans outstanding during the
year. Accordingly, the provisions of clause 3(xi) of the Order are not
applicable.
(xii) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok& Co LLP
Chartered Accountants
Firm's Registration No, 001076N/N500013
per Sanjay Kumar Jain
Partner
Membership No, 207660
Place : Hyderabad
Date: 14 May 2015
Mar 31, 2014
Report on the Financial Statements
1. We have audited the accompanying financial statements of Paired
Technologies Limited (formerly Four Soft Limited), ("the Company"),
which comprise the Balance Sheet as at 31 March 2014, 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
2. 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 principles generally accepted in India, including the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956 ("the Act") read with the General circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in
respect of section 133 of the Companies Act, 2013. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor''s Responsibility
3. 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.
4. 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, but not for the purpose of expressing an opinion on the
effectiveness of Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements give the
informadon 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 2014;
ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. 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.
8. As required by sub-section(3) of section 227 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 financial statements dealt with by this report are in agreement
with the books of account;
d. in our opinion, the financial statements comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the Act
read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013; and
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 is disqualified as on 31 March 2014
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditor''s Report of even date to the
members of Paired Technologies Limited (formerly Four Soft Limited), on
the financial statements as at and for the year ended 31 March 2014.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of three years, which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.
(c) During the year, the Company has disposed off a substantial part of
the fixed assets, which, however, in our opinion has not affected the
going concern status of the Company.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and material
discrepancies noticed on physical verification have been properly dealt
with in the books of account.
(iii) (a) The Company has granted unsecured loans to two parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the year is Rs. 32,804,587 and the
year-end balance is Rs. Nil.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prim a facie, prejudicial to the interest of the
Company.
(c) In respect of loans granted, receipt of the principal amount and
the interest is regular.
(d) There is no overdue amount in respect of loans granted to such
parties.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal 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 in respect of
these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
Annexure to the Independent Auditor''s Report of even date to the
members of Paired Technologies Limited (formerly Four Soft Limited), on
the financial statements as at and for the year ended 31 March 2014.
(b) Owing to the unique and specialized nature of the items involved
and in the absence of any comparable prices, we are unable to comment
as to whether the transactions made in pursuance of such contracts or
arrangements have been made at the prevailing market prices at the
relevant time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) To the best of our knowledge and belief, the Central Government
has not prescribed maintenance of cost records under clause (d) of
sub-section (1) of Section 209 of the Act, in respect of Company''s
products/ services. Accordingly, the provisions of clause 4(viii) of
the Order are not applicable.
(ix) (a) 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, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. Further, no undisputed amounts
payable in respect thereof were outstanding at the year-end for a
period of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, custom duty7, excise duty, cess on account of any
dispute, are as follows:
Nature Amount Financial Forum where
Name of the of dues (Rs. ) year dispute is pending
statute
60,939,060 2007-08 Income Tax
Appellate Tribunal
The Income
Tax Act, Income 19,023,393 2008-09 Income Tax
1961 tax Appellate Tribunal
17,195,852 2009-10 Dispute Resolution
Panel
(x) In our opinion, the Company''s accumulated losses at the end of the
financial year are less than fifty per cent of its net worth. The
Company has not incurred cash losses during the year. In the
immediately preceding financial year, the Company had incurred cash
losses.
(xi) The Company has no dues payable to a financial institution or a
bank or debenture-holders during the year. Accordingly, the provisions
of clause 4(xi) of the Order are not applicable.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly7, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause
4(xiii) of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
Annexure to the Independent Auditor''s Report of even date to the
members of Paired Technologies Limited (formerly Four Soft Limited), on
the financial statements as at and for the year ended 31 March 2014.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loan taken by its wholly owned subsidiary from a
bank are not, prim a fade, prejudicial to the interest of the Company.
(xvi) The Company did not have any term loans outstanding during the
year. Accordingly, the provisions of clause 4(xvi) of the Order are not
applicable.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviir During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
(xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok & Co LLP
(formerly Walker, Chandiok & Co)
Chartered Accountants
Firm Registration No.: 001076N
per Sanjay Kumar Jain
Partner
Membership No.: 207660
Place: Hyderabad
Date: 30 May 2014
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Four Soft
Limited, ("the Company"), which comprise the Balance Sheet as at 31
March 2013, and 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 Responsibility for the Financial Statements
2. 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 principles generally ac- cepted in India, including 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 misstate- ment, whether
due to fraud or error.
Auditors'' Responsibility
3. 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.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial state- ments. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material mis- statement 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
account- ing policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion. Opinion
6. 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:
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 lossfor 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. Report on Other Legal and Regulatory Requirements
7. 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.
8. As required by sub-section(3) of section 227 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 financial statements dealt with by this report are in agreement
with the books of account;
d. in our opinion, the financial statements comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the Act;
and
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 Act.
Annexure to the Independent Auditors'' Report of even date to the
members of Four Soft Limited, on the financial statements as at and for
the year ended 31 March 2013.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets under which fixed assets are verified in a phased manner
over a period of three years, which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.
(c) In our opinion, a substantial part of fixed assets has not been
disposed-off during the year.
(ii) The Company does not have any tangible inventory. Accordingly, the
provisions of clause 4(ii) of the Order are not applicable.
(iii) (a) The Company has granted unsecured loans to two parties
covered in the register maintained under Section 301 of the Act. The
maximum amount outstanding during the year is `41,241,861and the
year-end balance is `31,798,726.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) In respect of loans granted, receipt of the principal amount and
the interest is regular.
(d) There is no overdue amount in respect of loans granted to such
parties.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable.
(iv) Owing to the nature of its business, the Company does not maintain
any physical inventories or sell any goods. Accordingly, clause 4(iv)
of the Order with respect to purchase of inventories and sale of goods
is not applicable. In our opinion, there is an adequate internal
control system commensurate with the size of the Company and the nature
of its business for the purchase of fixed assets and for the sale of
services. During the course of our audit, no major weakness has been
noticed in the internal control system in respect of these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) Owing to the unique and specialized nature of the items involved
and in the absence of any comparable prices, we are unable to comment
as to whether the transactions made in pursuance of such contracts or
arrangements have been made at the prevailing market prices at the
relevant time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) To the best of our knowledge and belief, the Central Government
has not prescribed maintenance of cost records under clause (d) of
sub-section (1) of Section 209 of the Act, in respect of Company''s
products/ services. Accordingly, the provisions of clause 4(viii) of
the Order are not applicable.
(ix) 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, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. Further, no undisputed amounts
payable in respect thereof were outstanding at the year-end for
(x) In our opinion, the Company has no accumulated losses at the end of
the financial year but it has incurred cash losses in the current and
the immediately preceding financial year.
(xi) The Company has no dues payable to a financial institution or a
bank or debenture-holders during the year. Accordingly, the provisions
of clause 4(xi) of the Order are not applicable.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii)
of the Order are not applicable.
(xiv) In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by its wholly owned subsidiary from a
bank are not, prima facie, prejudicial to the interest of the Company.
(xvi) The Company did not have any term loans outstanding during the
year. Accordingly, the provisions of clause 4(xvi) of the Order are not
applicable.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii)During the year, the Company has not made any preferential
allotment of shares to parties and companiescovered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii) of the Order are not applicable.
(xix) The Company has neither issued nor had any outstanding debentures
during the year.Accordingly, the provisions of clause 4(xix) of the
Order are not applicable.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per Sanjay Kumar Jain
Partner
Membership No.: 207660
Place: Hyderabad
Date: 30 May 2013
Mar 31, 2010
1. We have audited the attached Balance Sheet of Four Soft Limited,
(the Company) as at 31 March 2010, and also the Profit and Loss
Account and Cash Flow Statement for the year ended on that date annexed
thereto (collectively referred as the financial statements). 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.
2. 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 of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors 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 Companies Act, 1956
(the Act), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to above, we
report that:
a. The financial statements of the Company, as at and for the year
ended 31 March 2009 was audited by M/s. S.R. Batliboi & Associates,
Chartered Accountants vide their report dated 19 June 2009. The
balances as at 31 March 2009 as per the audited financial statements,
regrouped and/or reclassified wherever necessary, have been considered
as opening balances for the purpose of these financial statements.
b. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
c. 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;
d. The financial statements dealt with by this report are in agreement
with the books of account;
e. On the basis of written representations received from the
directors, as on 31 March 2010, and taken on record by the Board of
Directors, we report that none of the directors are disqualified as on
31 March 2010 from being appointed as a director in terms of clause (g)
of sub-section (1) of Section 274 of the Act;
f. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements, read together
with the notes thereon, comply with the accounting standards referred
to in sub-section (3C) of Section 211 of the Act, 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, in the case of:
i) the Balance Sheet, of the state of affairs of the Company as at 31
March 2010;
ii) the Profit and Loss Account, of the profit for the year ended on
that date; and
iii) the Cash Flow Statement, of the cash flows for the year ended on
that date.
Annexure to the auditors report of even date to the members of Four
Soft Limited, on the financial statements as at and for the year ended
31 March 2010.
Based upon the audit procedures performed for the purpose of reporting
the true and fair view of the financial statements and taking into
consideration the information and explanations given to us and the
books and records examined by us in the normal course of audit, we
report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) A major portion of the fixed assets has been physically verified by
management during the year. In our opinion, the frequency of
verification of the fixed assets is reasonable having regards to the
size of the Company and nature of its assets. As informed, no material
discrepancies were noticed on such verification.
(c) In our opinion, a substantial part of fixed assets have not been
disposed off during the year.
(ii) (a) The Company does not have any tangible inventory. Accordingly,
the provisions of clause 4(ii) of the Order are not applicable to the
Company.
(iii) (a) There is one body corporate covered in the register
maintained under Section 301 of the Act to which the Company has
granted unsecured loan. The maximum amount outstanding during the year
was Rs 11,590,158 and the year-end balance was Rs 10,947,286.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) The loans granted and the interest thereon is re-payable on demand.
As informed, there has been no default on part of parties to whom the
money has been lent.
(d) There is no amount overdue in respect of loans granted to
companies, firms or other parties listed in the register maintained
under Section 301 of the Act.
(e) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.
(iv) (a) Owing to the nature of its business, the Company does not
maintain any physical inventories. Accordingly, clause 4(iv) of the
Order with respect to purchase of inventories is not applicable to the
Company. In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the aforesaid internal control system.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) Owing to the unique and specialized nature of the items involved
and in the absence of any comparable prices, we are unable to comment
as to whether the transactions made in pursuance of such contracts or
arrangements have been made at prevailing market prices at the relevant
time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable to the Company.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
(viii) To the best of our knowledge and belief, the Central Government
has not prescribed maintenance of cost records under clause (d) of
sub-section (1) of Section 209 of the Act, in respect of the services
rendered by the Company. Accordingly, the provisions of clause 4(viii)
of the Order are not applicable.
(ix) (a) The Company is regular in depositing the 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,
as applicable, with the appropriate authorities. Further, no undisputed
amounts payable in respect thereof were outstanding at the year-end for
a period of more than six months from the date they become payable.
(b) There are no amounts in respect of sales tax, income tax, customs
duty, wealth tax, service tax, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Company has no accumulated losses at the end of
the financial year and it has not incurred cash losses in the current
and the immediately preceding financial year.
(xi) In our opinion, the Company has not defaulted in repayment of dues
to a financial institution or a bank during the year. The Company has
no dues payable to debenture holders during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other securities
and accordingly, the provisions of clause 4(xii) of the Order are not
applicable to the Company.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) In our opinion, the terms and conditions on which the Company has
given guarantee for loans taken by others from banks or financial
institutions are not, prima facie, prejudicial to the interest of the
Company.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which the loans were obtained.
(xvii) In our opinion, the Company has used funds amounting to Rs
196,341,071 raised on short-term basis for long-term investment. The
short-term funds are on account of increase in current liabilities.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Act. Accordingly, the provisions of clause 4(xviii)
of the Order are not applicable the Company.
(xix) The Company has neither issued nor had any outstanding debentures
during the year. Accordingly, the provisions of clause 4(xix) of the
Order are not applicable to the Company.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable to the Company.
(xxi) No fraud on or by the Company has been noticed or reported during
the year covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No: 001076N
Per Aashish Arjun Singh
Partner
Membership No: 210122
Bengaluru
28 May 2010
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