Mar 31, 2023
SOFTSOL INDIA LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements ofM/s.SOFTSOL INDIA LIMITED(âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone financial statementsâ).
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 Companies Act, 2013 (the âActâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (âSAâs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
S.no |
Key Audit matter |
1. |
1. The valuation and existence of the portfolio of investments is considered as a key audit matter as the portfolio of investments represents the principal element of the net asset of the Scheme. 2. As per Ind AS 36 - âImpairment of assetsâ, the standard is applicable to financial assets classified as subsidiaries. Accordingly, in assessing whether there is any indication that an asset may be impaired, an entity shall consider as a minimum, the external and internal sources of information, any other indications or evidences from internal reporting that indicates that the assets may be impaired. |
Auditorâs Response Principal AuditProcedure performed 1. We gained an understanding of the internal control structure and operating effectiveness of key controls surrounding valuation and existence of investments. We tested the existence of the Investments by obtaining and reconciling the direct confirmations of the holdings from Custodians of the Scheme. 2. Obtained and read the financial statements of Softsol Resources Inc., to identify if any disclosure is made for impairment of assets in its standalone financial statements. Obtained the impairment indicator assessment performed by management considering the internal/ external sources of information. |
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2 |
Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of INDAS115 âRevenue from contracts with customers. The application of the new revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. |
Auditorâs Response PRINCIPAL AUDIT PROCEDURE PERFORMED We assessed the Companyâs process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows : ⢠Evaluated the design of internal controls relating to implementation of the new revenue accounting |
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standard. |
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⢠Selected a sample of continuing and new contracts, and tested the operating effectiveness of |
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the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, reperformance and inspection of evidence in respect of operation of these controls. |
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⢠Tested the relevant information technology systemsâ access and change management controls |
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relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard. |
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⢠Selected a sample of continuing and new contracts and performed the following procedures : - Read, analyzed and identified the distinct performance obligations in thesecontracts. - Compared these performance obligations with that identified and recorded by the Company. - Considered the terms of the contracts to determine the transaction price including any variable |
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consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration. |
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- Sample of revenues disaggregated by type and service offerings was tested with the performance obligations specified in the underlying contracts. - Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. We reviewed the collation of information and the logic of the report generated from the budgeting system used to prepare the disclosure relating to the periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. |
Information Other than the Standalone Financial Statements and Auditorâs Report Thereon
The Companyâs Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the standalone financial statements and our auditorâs report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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.
In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken onthe basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
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, as amended in our opinion and to the best of our information and according to the explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
ii. The Company didnot have any long-term contracts including derivative contracts for which there arefor material foreseeable losses.
iii. There were no amounts which were required to be transferred to the to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The company did not propose any dividend during the year.
2. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
For PAVULURI&Co.
Chartered Accountants Firm Reg. No: 012194S
Place: Hyderabad
Date: 30.05.2023
(CA N RAJESH)
PARTNER M.No: 223169
_ _UDIN # 23223169BGVJSC5716
Mar 31, 2018
Independent Auditorâs Report
TO THE MEMBERS OF SOFTSOL INDIA LIMITED
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of SOFTSOL INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st 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
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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies ( Indian Accounting Standards) Rules,2015 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS 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 thereunder.
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 procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind As 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 standalone Ind AS 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 Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) 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, a statement on the matters specified in 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 including other comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
(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). The Company has no pending litigations which would impact its financial position of the Company.
ii). The Company has no 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.
(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.
(b) The companyâs fixed assets have been physically verified by the management at reasonable intervals as per a regular programme of verification 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) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company.
(ii) The company has not acquired / handled / dealt in / held any inventory. Hence, Clause (ii) of paragraph 3 of the order is not applicable to the company for the year under report.
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained U/s.189 of the Companies Act, 2013. Hence, our comments on sub-clauses (a),(b) and (c) of clause (iii) of paragraph 3 of the order are Nil.
(iv) In our opinion and according to the information and explanations given to us, the Company has not given any loans, guarantees and provided any security during the year under audit. In respect of investments made, the Company has complied with the provisions of Section 186 of the Companies Act, 2013.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits and hence compliance with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder is not applicable. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against this company in any matter relating to the deposits
(vi) According to the information and explanations furnished to us, the Central Government has not prescribed maintenance of cost records U/s.148(1)(d) of the Companies Act, 2013 to this company.
(vii) (a) The company is regular in depositing undisputed statutory dues including Provident Fund, employeesâ state insurance, income tax, Sales-Tax, Service Tax, Goods and Services Tax, Duty of Customs, Duty of Excise, Value added tax, Cess and other material statutory dues as applicable to it to the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts in respect of the above statutory dues are in arrears as at 31/03/2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no material dues of Income Tax, Sales tax, Goods and Services Tax, Duty of Customs, Duty of Excise, Value added tax which have not been deposited on account of any dispute.
However, according to the information and explanations given to us, the following Service tax amounts have not been deposited on account of disputes:
Sl. No |
Name of statute |
Nature of dues |
Period to which the amount relates |
Total amount of disputed dues (Rs.) |
Forum where dispute is pending |
Amount deposited (Rs.) |
i) |
Finance Act, 1994 (Service tax Provisions ) |
Service tax |
2007-08 to 2011-12 |
6,18,962/- |
CESTAT, Bangalore |
2,23,544/- |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to financial institution, bank and Government. The company has not issued debentures.
(ix) During the year under review, the company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). The Company has not availed any Term loans.
(x) During the year under review, no fraud by the company or on the Company by its officers or employees has been noticed or reported.
(xi) As per the information and explanations given to us, managerial remuneration has been paid / 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 and hence our comments on clause (xii) of para 3 of the order are nil.
(xiii) As per the information and explanations given to us and based on our audit, in our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
(xiv) During the year under review, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Hence, compliance with the provisions of Section 42 of the Companies Act, 2013 is not applicable.
(xv) As per the information and explanations given to us and based on our audit, the company has not entered into any non-cash transactions with directors or persons connected with him. Hence, compliance with provisions of Section 192 of Companies Act, 2013 is not applicable.
(xvi) As per the information and explanations given to us and based on our audit, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls over Financial Reporting in terms of 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 SOFTSOL INDIA LIMITED(âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
1. Managementâs Responsibility for Internal Financial Controls
The Companyâs Management is responsible for establishing and maintaining Internal Financial Controls based on âthe 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 Indiaâ. 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.
2. Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance 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 judgment, 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.
3. Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs internal financial control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) 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
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
4. 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.
5. 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, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of Internal Financial 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 J V S L & ASSOCIATES
Chartered Accountants
(Firm Regn No. 15002S)
Place: Hyderabad
Date: 30-05-2018 J. VENKATESWARLU
Partner
ICAI Ms. No. 022481
Mar 31, 2016
TO THE MEMBERS OF SOFTSOL INDIA LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SOFTSOL INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st 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
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 financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 material misstatement, whether due to fraud or error.
Auditorâs 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 misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 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. 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
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 31st March, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Sub-section (ll) of Section-143 of the Act, we give in the Annexure - A a statement on the matters specified in 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 under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
(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) The Company has no any pending litigations which would impact its financial position.
ii) The Company has no 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.
Statement on the matters specified in Paragraphs 3 and 4 of the Companies (Auditorâs Report) Order, 2016
i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.
(b) The companyâs fixed assets have been physically verified by the management at reasonable intervals as per a regular programme of verification 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) The title deeds of immovable properties of the Company are held in the name of the company.
ii) The company has not acquired / handled / dealt in / held any inventory. Hence, Clause (ii) of paragraph 3 of the order is not applicable to the company for the year under report.
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained U/s.189 of the Companies Act, 2013. Hence, our comments on sub-clauses (a),(b) and (c) of clause (iii) of paragraph 3 of the order are Nil.
(iv) In our opinion and according to the information and explanations given to us, the Company has not given any loans during the year under audit. In respect of investments made, guarantees given and security provided, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits and hence compliance with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under is not applicable. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against this company in any matter relating to the deposits
(vi) According to the information and explanations furnished to us, the Central Government has not prescribed maintenance of cost records U/s.148(1)(d) of the Companies Act, 2013 to this company.
vii) (a) The company is regular in depositing 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 to it to the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts in respect of the above statutory dues are in arrears as at 31/03/2016 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no material dues of Income Tax, Sales tax, Duty of Customs, Duty of Excise, Value added tax which have not been deposited on account of any dispute. However, according to the information and explanations given to us, the following Service tax amounts have not been deposited on account of disputes:
Name of the Statute |
Nature of the dues |
Amount of demand (F) |
Period to which the amount relates |
Forum where dispute is pending |
Amount deposited (F) |
Finance Act, 1994 (Service tax Provisions) |
Service tax |
6,18,962/- |
2007-08 to 2011-12 |
CESTAT, Banglore |
2,23,544/- |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to financial institution, bank and Government. The company has not issued debentures.
(ix) During the year under review, the company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). The Company has not availed any Term loans.
(x) During the year under review, no fraud by the company or on the Company by its officers or employees has been noticed or reported.
(xi) As per the information and explanations given to us, managerial remuneration has been paid / 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 and hence our comments on clause (xii) of para 3 of the order are nil.
(xiii) As per the information and explanations given to us and based on our audit, in our opinion, all transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
(xiv) During the year under review, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Hence, compliance with the provisions of Section 42 of the Companies Act, 2013 is not applicable.
(xv) As per the information and explanations given to us and based on our audit, the company has not entered into any non-cash transactions with directors or persons connected with him. Hence, compliance with provisions of Section 192 of Companies Act, 2013 is not applicable.
(xvi) As per the information and explanations given to us and based on our audit, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls over Financial Reporting in terms of 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 SOFTSOL INDIA LIMITED(âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
1. Managementâs Responsibility for Internal Financial Controls
The Companyâs Management is responsible for establishing and maintaining Internal Financial Controls based on âthe 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 Indiaâ. 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.
2. Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance 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 judgment, 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.
3. Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs internal financial control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) 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
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
4. 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.
5. 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 Financial 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 J V S L & ASSOCIATES
Chartered Accountants
(Firm Regn No. 15002S)
Place: Hyderabad
Date: 30-05-2016 J. VENKATESWARLU
Partner
ICAI Ms. No. 022481
Mar 31, 2015
We have audited the accompanying standalone financial statements of
SOFTSOL INDIA LIMITED ("the Company"), which comprise the Balance Sheet
as at 31st 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 Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 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 thereunder.
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.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone financial statements.
The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
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 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, 2015 and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
Sub-section (11) of Section-143 of the Act, 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 Company had no branch offices during the year under audit.
(d) 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.
(e) 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.
(f) on the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
(g) 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 has no long-term contracts including derivative
contracts on which provision is required to be made under the
applicable law or accounting standards for 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 Auditors' Report dated 26.05.2015 issued to the
Members of SoftSol India Limited on the standalone financial statements
for the year ended 31st March,2015
Statement on the matters specified in Paragraphs 3 and 4 of the
Companies (Auditor's Report) Order, 2015
i) (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of its fixed
assets.
(b) The company's fixed assets have been physically verified by the
management at reasonable intervals as per a regular programme of
verification 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.
ii) (a) The company has not acquired / handled / dealt in / held any
inventory. Hence, Clause (ii) of paragraph 3 of the CARO'15 is not
applicable to the company for the year under report.
iii) The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
U/s.189 of the Act. Hence, our comments on clauses (iii)(a)and (b) of
paragraph 3 of the order are Nil.
iv) In our opinion and according to the information and explanations
given to us, 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, we have not observed any
continuing failure to correct major weaknesses in internal control
system of the company nor have we been informed of any such continuing
failures.
v) The Company has not accepted any deposits from the public.
Therefore, provisions of clause (v) of the CARO'15 are not applicable
to the company for the year under audit.
vi) According to the information and explanations furnished to us, the
Central Government has not prescribed maintenance of cost records
U/s.148(1)(d) of the Companies Act, 2013 to this company.
vii) (a) The company is regular in depositing 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 applicable to
it. According to the information and explanations given to us, no
undisputed amounts in respect of 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 were in arrears as at 31/03/2015 for a period of more
than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of Income Tax, Sales Tax, Wealth Tax, Duty of
Customs, Duty of Excise, Value Added tax and Cess which have not been
deposited on account of any dispute. However, according to the
information and explanations given to us, the following Service tax
amounts have not been deposited on account of disputes.
Name of the Nature of Amount of Period to which
Statute the dues demand (F) the amount
relates
Finance Act, Service tax 6,18,962/- 2007-08 to
1994 (Service 2011-12
tax Provisions)
Name of the Statute Forum where dispute Amount
is pending deposited
(Rs.)
Finance Act,
1994 (Service CESTAT,Banglore 2,23,544/-
tax Provisions)
(c) According to the information and explanations given to us no
amounts were required to be transferred to the investor education and
protection fund in accordance with the relevant provisions of the
Companies Act, 2013 and rules there under. Hence, clause vii (c)
paragraph 3 of CARO'15 is not applicable to the company.
viii) The company has no accumulated losses as at the end of the
financial year under audit and it has not incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to any
financial institution or bank. The company has not issued debentures.
x) According to the information and explanations given to us, during
the period covered under our audit, the Company has given a guarantee
and lien on its investments in units of mutual funds, whose aggregate
face value is Rs.10,90,00,000/- to Citi Bank NA, India for issuing a
standby letter of credit (SBLC) on behalf of SoftSol Resources Inc.,
the wholly owned subsidiary of the company, enabling it to avail
working capital limits of USD 15,00,000 (INR 9,00,00,000) from Citi
Bank NA USA. The terms and conditions on which the company has given
the guarantee and lien on its investments are not prejudicial to the
interest of the company..
xi) According to the information and explanations given to us and as
per the books of account audited by us, during the period covered under
our audit, the company has not availed any term loans.
xii) According to the information and explanations given to us, during
the year covered under our audit, no material fraud on or by the
company has been noticed or reported to us.
For J V S L & ASSOCIATES
Chartered Accountants
(Firm Regn No. 15002S)
Place: Hyderabad
Date: 26.05.2015
J. VENKATESWARLU
Partner
ICAI Ms. No. 022481
Mar 31, 2014
We have audited the accompanying financial statements of SoftSol India
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 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:
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.
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 (SAs or Standards) 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 Profit 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:
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
CARO''03") 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, 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.
f) Since the Central Government has not issued the notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
Annexure to Independent Auditors'' Report dated 21.05.2014 issued to the
Members of SoftSol India Limited Statement on the matters specified in
Paragraphs 4 and 5 of the Companies (Auditor''s Report) Order, 2003
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fixed
assets.
(b) The company''s fixed assets have been physically verified by the
management at reasonable intervals as per a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets and no material
discrepancies were noticed on such verification.
(c) The company has not disposed off substantial part of its fixed
assets affecting the going concern status of the company.
(ii) The company has not acquired / handled / dealt in / held any
inventory. Hence, Clause (ii) of paragraph 4 of the CARO''03 is not
applicable to the company for the year under report.
(iii) The Company has neither granted to nor taken from, any loans,
secured or unsecured from companies, firms or other parties covered in
the register maintained U/s.301 of the Companies Act, 1956. Hence,
sub-clauses (b), (c), (d), (f) and (g) of clause (iii) of paragraph 4
of the CARO''03 are not applicable to the company.
(iv) According to the information and explanations given to us and in
our opinion, there exists 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, we have not
come across any continuing failure to correct major weaknesses in the
internal control system of the company nor have we been informed of any
such continuing failures by the management.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or
arrangements referred to in Sec.301 of the Act have been entered in the
register required to be maintained under that section.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained U/s. 301 of the Act and
exceeding the value of Rs.5,00,000/- in respect of any party during the
year have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The company has not accepted any deposits from public. Therefore,
provisions of Clause (vi) of the CARO''03 are not applicable to the
Company for the year under audit.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
(viii) According to the information and explanations furnished to us,
the Central Government has not prescribed maintenance of cost records
U/s.209(1)(d) of the Companies Act, 1956 to this company.
(ix) a) The company is regular in depositing with appropriate
authorities 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 and other statutory dues applicable to it. As the Govt. has
not notified the date for levying Cess U/s.441A of the Act, the company
has not made any provision/paid the said Cess. Hence, our comments on
the regularity or otherwise of the payment of Cess by the company are
Nil.
There are no undisputed arrears of statutory dues as at 31-03-2014
which are outstanding for a period of more than six months from the
date they became payable.
b) 1) There are no dues of Income tax, sales tax, customs duty,
wealth-tax, excise duty and Cess which have not been deposited on
account of any dispute.
2) Dues of Service tax demands which have not been deposited on account
of dispute are as under:
Name of the Nature of Amount of Period to which
Statute the dues demand (Rs.) the amount
relates
Finance Act, Service tax 6,18,962/- 2007-08 to
1994 (Service 2011-12
tax Provisions)
Name of the Forum where Amount
Statute dispute is deposited
pending (Rs.)
Finance Act, Management has 2,23,544/-
1994 (Service confirmed that an
tax Provisions) appeal is being
filed before
CESTAT, Banglore
(x) The company has no accumulated losses as at the end of the
financial year under audit and it has not incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
(xi) According to the information and explanations given to us and in
our opinion, the Company has not taken any loans from financial
institutions and banks. The company has not issued debentures. Hence,
provisions of paragraph 4(xi) of the CARO''03 are not applicable to this
Company.
(xii) Based on our examination of documents and records and according
to the information and explanations given to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities. Hence, provisions of paragraph
4(xii) of the CARO''03 are not applicable to this Company.
(xiii) In our opinion and according to the information and explanations
given to us, the provisions of special statue applicable to chit funds
are not applicable to this company and the company is not a
nidhi/mutual benefit fund/society. Therefore, provisions of paragraph
4(xiii) of the CARO''03 are not applicable to this Company.
(xiv) In our opinion, and as per the information and explanations given
to us, in respect of the long-term investments made in the equity
shares of its subsidiary company and investments in Mutual funds,
proper records have been maintained and timely entries have been made
therein and the shares and securities have been held by the company in
its own name.
(xv) According to the information and explanations given to us, during
the period covered under our audit, the Company has given a guarantee
and lien on its investments in units of mutual funds, whose aggregate
face value is Rs.6,65,00,000/- to Citi Bank NA, India for issuing a
standby letter of credit (SBLC) on behalf of SoftSol Resources Inc.,
the wholly owned subsidiary of the company, enabling it to avail
working capital limits of USD 8,00,000 (INR 4,80,80,000) from Citi Bank
NA USA. The terms and conditions on which the company has given the
guarantee and lien on its investments are not prejudicial to the
interest of the company.
(xvi) According to the information and explanations given to us and as
per the books of account audited by us, during the period covered under
our audit, the company has not availed any term loans. Hence,
provisions of Paragraph 4 (xvi) of the CARO''03 are not applicable to
this Company.
(xvii) According to the information and explanations given to us and on
an over all examination of the balance sheet of the company, during the
period covered under audit, no funds raised on short term basis have
been used for long term investment.
(xviii) According to the information and explanations given to us and
based on the books of account audited by us, during the period covered
under our audit, the Company has not made any preferential allotment of
shares to parties and companies covered in the Register maintained
U/s.301 of the Act.
(xix) According to the information and explanations given to us, during
the period covered under our audit, the Company has not issued any
debentures. Hence, creation of security or charge for the same is not
applicable.
(xx) According to the information and explanations furnished to us,
during the period covered under our audit, the Company has not raised
any money by public issues. Hence, provisions of Paragraph 4(xx) of the
CARO''03 are not applicable to this company.
(xxi) According to the information and explanations given to us and on
the basis of our examination of the books of account, during the year
covered under our audit, no fraud on or by the company has been noticed
or reported to us.
for SARATHY & BALU
Chartered Accountants
(Firm Regn No.003621S)
Place: Hyderabad
Date: 21.05.2014
T. MAHIPAL REDDY
Partner
ICAI Ms. No.227616
Mar 31, 2013
Report on the Financial Statements:
We have audited the accompanying financial statements of SoftSol India
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2013, the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management''s Responsibility for the Financial Statements:
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash 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.
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, 2013;
b) in the case of the Statement of Profit and Loss, of the Profit 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:
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
CARO''03") 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.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
Annexure to Auditors'' Report dated 27.05.2013
[The annexure referred to in the Auditors'' Report to the Members of
SoftSol India Ltd., ("the company") for the year ended 31st March,
2013]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fixed
assets.
(b) As per the information and explanations furnished to us, the
company''s fixed assets have been physically verified by the management
at reasonable intervals as per a regular programme of verification
which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets and no material discrepancies were
noticed on such verification.
(c) During the year, the company has not disposed off a substantial
part of its fixed assets affecting the going concern status of the
company.
(ii) (a) As per the information and explanation:, tarnished to us and
based on the books of account audited by us, during the year, the
company has not acquired / handled / dealt in / held any inventory.
Hence, Clause (ii) of paragraph 4 of the CARO''03 is not applicable to
the company for the year under report.
(iii) (a) As per the information and explanations furnished to us and
as per the books of account audited by us, during the year, the Company
has neither granted to nor taken from, any loans, secured or unsecured
companies, firms or other parties covered in the register maintained
U/s.301 of the Companies Act, 1956. Hence, Clause (iii) of paragraph 4
of the CARO''03 is not applicable to this company.
(iv) According to the information and explanations given to us and in
our opinion, there exists 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, we have not
come across any continuing failure to correct major weaknesses in the
internal control system of the company nor have we been informed of any
such continuing failures by the management.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or
arrangements referred to in Sec.301 of the Act have been entered in the
register required to be maintained under that section. (b) According
to the information and explanations given to us and in our opinion, the
transactions made in pursuance of contracts or arrangements entered in
the register maintained U/s. 301 of the Act and exceeding the value of
Rs.5,00,000/- in respect of any party during the year have been made at
prices which are reasonable having regard to the prevailing market
prices at the relevant time.
(vi) According to the information and explanations given to us, the
Company has not accepted any deposits from public. Therefore,
provisions of Clause (vi) of the CARO''03 are not applicable to the
Company for the year under audit.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
(viii) According to the information and explanations furnished to us,
the Central Government has not prescribed maintenance of cost records
U/s.209(l)(d) of the Companies Act, 1956 to this company.
(ix) According to the information and explanations furnished to us and
as per the records of the company:-
a) the company is regular in depositing with appropriate authorities
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 and other statutory
dues applicable to it. As the Govt, has not notified the date for
levying Cess U/s.441 A of the Act, the company has not made any
provision/paid the said Cess. Hence, our comments on the regularity or
otherwise of the payment of Cess by the company are Nil. There are no
undisputed outstanding statutory dues as at 31/3/2013 for a period of
more than six months from the date they became payable.
b) there are no dues of Income Tax, Sales Tax, Service Tax, Customs
Duty, Wealth-Tax, Excise Duty and Cess which have not been deposited on
account of any dispute.
(x) The company has no accumulated losses as at the end of the
financial year under audit and it has not incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
(xi) According to the information and explanations given to us and in
our opinion, the Company has not taken any loans from financial
institutions and banks. The company has not issued debentures. Hence,
provisions of paragraph 4(xi) of the CARO, 2003 is not applicable to
this Company.
(xii) Based on our examination of documents and records and according
to the information and explanations given to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities. Hence, provisions of paragraph
4(xii) of the CARO, 2003 is not applicable to this Company.
(xiii) In our opinion and according to the information and explanations
given to us, the provisions of special statue applicable to chit funds
are not applicable to this company and the company is not a
nidhi/mutual benefit fund/society. Therefore, provisions of paragraph
4(xiii) of the CARO, 2003 are not applicable to this Company.
(xiv) In our opinion, and as per the information and explanations given
to us, the Company has not dealt or traded in shares, securities,
debentures and other investments. In respect of the long-term
investments made in the equity shares of its subsidiary company, proper
records have been maintained and timely entries have been made therein
and the shares have been held by the company in its own name.
(xv) According to the information and explanations given to us, during
the period covered under our audit, the Company has not given any
guarantee for loans taken by others from bank or financial
institutions. Hence, provisions of Paragraph 4 (xv) of the CARO, 2003
are not applicable to this Company
(xvi) According to the information and explanations given to us and as
per the books of account audited by us, during the period covered under
our audit, the company has not availed any term loans. Hence,
provisions of Paragraph 4 (xvi) of the CARO, 2003 are not applicable to
this Company.
(xvii) According to the information and explanations given to us and on
an over all examination of the balance sheet of the company, during the
period covered under audit, no funds raised on short term basis have
been used for long term investment.
(xviii) According to the information and explanations given to us and
based on the books of account audited by us, during the period covered
under our audit, the Company has not made any preferential allotment of
shares to parties and companies covered in the Register maintained
U/s.301 of the Act.
(xix) According to the information and explanations given to us, during
the period covered under our audit, the Company has not issued any
debentures. Hence, creation of security or charge for the same is not
applicable.
(xx) According to the information and explanations furnished to us,
during the period covered under our audit, the Company has not raised
any money by public issues. Hence, provisions of Paragraph 4(xx) of the
CARO, 2003 are not applicable to this company.
(xxi) According to the information and explanations given to us and on
the basis of our examination of the books of account, during the year
covered under our audit, no fraud on or by the company has been noticed
or reported to us.
for SARATHY & BALU
Chartered Accountants
(FirmRegn.No.003621S)
Place: Hyderabad
Date: 27.05.2013 J. VENKATESWARLU
Partner
ICAIMs. No.022481
Mar 31, 2012
We have audited the attached balance sheet of SoftSol India Limited,
Hyderabad(AP) as at 31st March, 2012, statement of Profit and Loss for
the year ended on that date annexed thereto, and its Cash Flow
statement for the year ended on that date. These financial statements
are the responsibility of the company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with 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.
As required by the Companies (Auditor's Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that :
(i) 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;
(ii) 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;
(iii) The Balance Sheet, statement of Profit and Loss and the Cash-flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, statement of Profit and Loss
and the 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 representations 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, give a
true and fair view in conformity with the accounting principles
generally accepted in India;
(a) in the ease of the Balance Sheet, of the state of affairs of the
company as at 31st March, 2012;
(b) in the case of statement of Profit and Loss of the PROFIT of the
company for the year ended on that date; and
(c) in the case of the Cash-flow Statement, of the cash flows of the
company for the year ended on that date.
Annexure to Auditor's Report The Annexure referred to in paragraph 3 of
our report of even date
1.1. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
1.2. As explained to us. the management has physically verified most
of the fixed assets during the year and there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the company and the nature of the assets. No material
discrepancies were noticed during the year on such verification.
1.3. During the year the assests disposed off is not substantial so as
to affect the going concern nature of the company.
2.1. No inventories are held, since the company is engaged in
developing software and providing I.T Solutions,Accordingly clause
4(ii) is not applicable to the company for the year under report.
3.1.1 The company has neither granted nor taken any loans secured or
unsecured to /from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act 1956.
3.1.2 In view of the comment in paragraph 3.1.1 above, the clause
4(iii) (b), (c), (d). (e), (f) and (g) are not applicable to the
company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the company and the nature of its business. Further
during the course of audit, we have not come across any instances of
major weaknesses in internal control that in our opnion, require
correction but have so continued without correction.
5.1 Based on the information and explanations given to us, we are of
the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
5.2 In our opinion and according to the information and explanations
given to us, the transactions which have been entered into, pursuant to
contracts that have been entered in the register maintained under
Section 301 of the Companies Act, 1956, have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
6. The company has not accepted any deposits from public and
consequently, the directives issued by the Reserve Bank of India and
the provisions of sections 58A and 58AA or any other relevant
provisions of the Companies Act 1956 and the rules framed there under
are not applicable.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8 The Central Government has not prescribed the maintenance of cost
records under section 209 (1) (d) of the Companies Act, 1956 for the
activities of the Company.
9.1 According to the information furnished to us, the company is
regular in depositing with appropriate authorities, the undisputed
statutory dues including Provident Fund, Investor Education Protection
Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service tax, Customs Duty, Excise Duty, Cess and other material
statutory dues applicable to the Company.
9.2 According to the records of the Company and the information and
explanations given to us, there are no undisputed dues of Income Tax,
Sales Tax, Service tax, Customs Duty and Cess which are not paid for a
period of more than six months.
9.3 According to the records of the Company and the information and
explanations given to us, the following are the disputed demand in
respect of Income Tax, which has not been deposited.
Nature of the Period to
which the Forum where dispute
dues Amount Rs. amount relates is pending
Income Tax 1,24,93,756 2006-2007 C.I.T. Appeals. Hyderabad
1,42,98,638 2007-2008 C.I.T. Appeals, Hyderabad
10. The company has no accumulated losses as at the end of the
financial year 31 -03-2012 and it has not incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
11. In our opinion and according to the information and explanations
furnished to us by the company, the company has not taken any loans
from financial institutions and banks. Hence defaulted in repayment
does not arise. Default in repayment of debentures docs not arise,
since the company has not issued any debentures.
12. According to the information and explanation given to us. the
company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. The company is neither a chit fund nor a nidhi/ mutual benefit
fund /society. Hence the requirements of clause 4(xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company during the year under report.
14. According to the information furnished to us, the company is not
trading in shares, securities, debentures and other investments.
Accordingly, the requirements of clause 4(xiv) of the Companies
(Auditor's Report) Order, 2003 are not applicable to the company.
15. According to the information and explanation given lo us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.
16. According to the information and explanation given to us, the
company has not obtained any term loans during the year.
17. The company has not raised any funds on short term basis.
18. According to the information and explanations given to us. the
company has not made any preferential allotment of shares during the
year to parties and companies covered in the register maintained under
section 301 of the Act, or to any others.
19. According to the information and explanations given to us, the
company has not issued any debentures during the year under report.
20. The company has not raised any money through public issues during
the year. Accordingly, the provisions of clause 4(xx) of the Companies
(Auditor's Report) Order, 2003 are not applicable to the company during
the year under report.
21. According to the information and explanations given to us, and
based on the audit procedures generally adopted by us, we report that,
during the year, no fraud on or by the company has been noticed or
reported that is either significant or could have caused a material
misstatement in the financial statements.
For M/s. Brahmayya & Co.,
Firms' Registration Number: 000513S
Chartered Accountants
Place : Hyderabad D.Seetharamaiah
Date : 28.05.2012 Partner
Membership No:2907
Mar 31, 2011
We have audited the attached balance sheet of SoftSol India Limited,
Hyderabad(AP) as at 31st March, 2011, and the Profit and Loss account
for the year ended on that date annexed thereto, and its Cash Flow
statement for the year ended on that date. These financial statements
are the responsibility of the company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with 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.
As required by the Companies (Auditor's Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that:
(i) 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;
(ii) 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;
(iii) The Balance Sheet, the Profit and Loss Account and the Cash-flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and
the 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 representations received from the
directors, as on 31st March, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of 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 ac- counts give the information
required by the companies Act, 1956, in the manner so required, 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 31st March, 2011;
(b) in the case of the Profit and Loss account, of the PROFIT of the
company for the year ended on that date; and
(c) in the case of the Cash-flow Statement, of the cash flows of the
company for the year ended on that date.
Annexure to Auditor's Report
(Referred to in paragraph 3 of our report of even date)
1.1. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
1.2. As explained to us, the management has physically verified most
of the fixed assets during the year and there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the company and the nature of the assets. No material
discrepancies were noticed during the year on such verification.
1.3. During the year the company has not disposed of any part of its
fixed assets.
2.1. No inventories are held, since the company is engaged in
developing software and providing I.T. Solutions,Accordingly clause
4(ii) is not applicable to the company for the year under report.
3.1.1 The company has neither granted nor taken any loans secured or
unsecured to /from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act 1956.
3.1.2 In view of the comment in paragraph 3.1.1 above, the clause
4(iii) (b), (c), (d), (e), (f) and (g) are not applicable to the
company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the company and fixed assets and with regard to the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in internal
control system.
5.1 Based on the information and explanations given to us, we are of
the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
5.2 In our opinion and according to the information and explanations
given to us, the transactions which have been entered into, pursuant to
contracts that have been entered in the register maintained under
Section 301 of the Companies Act, 1956, have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
6. The company has not accepted any deposits from public and
consequently, the directives issued by the Reserve Bank of India and
the provisions of sections 58A and 58AA or any other relevant
provisions of the Companies Act 1956 and the rules framed there under
are not applicable.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8 The Central Government has not prescribed the maintenance of cost
records under section 209 (1) (d) of the Companies Act, 1956 for the
activities of the Company.
9.1 According to the information furnished to us, the company is
regular in depositing with appropriate authorities, the undisputed
statutory dues including Provident Fund, Investor Education Protection
Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service tax, Customs Duty, Excise Duty, Cess and other material
statutory dues applicable to the Company.
9.2 According to the records of the Company and the information and
explanations given to us, there are no undisputed dues of Income Tax,
Sales Tax, Service tax, Customs Duty and Cess which are not paid for a
period of more than six months.
9.3 According to the records of the Company and the information and
explanations given to us, the following are the disputed demand in
respect of Income Tax, which has not been deposited.
Nature of the Period to which the Forum where dispute
dues Amount Rs. amount relates is pending
Income Tax 1,24,93,756 2006-2007 C.I.T. Appeals,
Hyderabad
1,42,98,638 2007-2008 C.I.T. Appeals,
Hyderabad
10. The company has no accumulated losses as at the end of the
financial year 31-03-2011 and it has not incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
11. In our opinion and according to the information and explanations
furnished to us by the company, the com- pany has not defaulted in
repayment of its dues to financial institutions and banks at the date
of the Balance Sheet. Default in repayment of debentures does not
arise, since the Company has not issued any debentures.
12. According to the information and explanation given to us, the
company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. The company is neither a chit fund nor a nidhi/ mutual benefit
fund /society. Hence the requirements of clause 4(xiii) of the
Companies (Auditor's Report) Order, 2003 are not applicable to the
company during the year under report.
14. According to the information furnished to us, the company is not
trading in shares, securities, debentures and other investments.
Accordingly, the requirements of clause 4(xiv) of the Companies
(Auditor's Report) Order, 2003 are not applicable to the company.
15. According to the information and explanation given to us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.
16. According to the information and explanation given to us, the
company has not obtained any term loans dur- ing the year.
17. The company has not raised any funds on short term basis.
18. According to the information and explanations given to us, the
company has not made any preferential al- lotment of shares during the
year to parties and companies covered in the register maintained under
section 301 of the Act, or to any others.
19. According to the information and explanations given to us, the
company has not issued any debentures during the year under report.
20. The company has not raised any money through public issues during
the year. Accordingly, the provisions of clause 4(xx) of the Companies
(Auditor's Report) Order, 2003 are not applicable to the company during
the year under report.
21. According to the information and explanations given to us, and
based on the audit procedures generally adopted by us, we report that,
during the year, no fraud on or by the company has been noticed or
reported that is either significant or could have caused a material
misstatement in the financial statements.
For M/s. Brahmayya & Co.,
Chartered Accountants
Place : Hyderabad D.Seetharamaiah
Date : 23rd May, 2011 Partner
Membership No:2907
Mar 31, 2010
We have audited the attached balance sheet of SoftSol India Limited,
Hyderabad(AP) as at 31 st March, 2010, and the Profit and Loss account
for the year ended on that date annexed thereto, and its Cash Flow
statement for the year ended on that date. 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 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.
As required by the Companies (Auditors Report) Order, 2003 issued by
the 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 specified in paragraphs 4 and 5 of the said
Order.
Further to our comments in the Annexure referred to above, we report
that:
(i) 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;
(ii) 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;
(iii) The Balance Sheet, the Profit and Loss Account and the Cash-flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and
the 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 representations received from the
directors, as on 31 st March, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 st March, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
(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, 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 31st March, 2010;
(b) in the case of the Profit and Loss account, of the PROFIT of the
company for the year ended on that date; and
(c) in the case of the Cash-flow Statement, of the cash flows of the
company for the year ended on that date.
Annexure to Auditors Report
(Referred to in paragraph 3 of our report of even date)
1.1. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
1.2. As explained to us, the management has physically verified most
of the fixed assets during the year and there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the company and the nature of the assets. No material
discrepancies were noticed during the year on such verification.
1.3. During the year the company has not disposed of any part of its
fixed assets.
2.1. No inventories are held, since the company is engaged in
developing software and providing I.T. Solutions Accordingly clause
4(h) is not applicable to the company for the year under report.
3.1.1 The company has neither granted nor taken any loans secured or
unsecured to /from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act 1956.
3.1.2 In view of the comment in paragraph 3.1.1 above, the clause
4(iii) (b), (c), (d), (e), (f) and (g) are not applicable to the
company.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the company and inventory and fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in internal control system.
5.1 Based on the information and explanations given to us, we are of
the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 have
been so entered.
5.2 In our opinion and according to the information and explanations
given to us, the transactions which have been
entered into, pursuant to contracts that have been entered in the
register maintained under Section 301 of the
Companies Act, 1956, have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
6. The company has not accepted any deposits from public and
consequently, the directives issued by the Reserve Bank of India and
the provisions of sections 58A and 58AA or any other relevant
provisions of the Companies Act 1956 and the rules framed there under
are not applicable.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8 The Central Government as not prescribed the maintenance of cost
records under section 209 (1) (d) of the Companies Act, 1956 for the
activities of the Company.
9.1 According to the information furnished to us, the company is
regular in depositing with appropriate authorities, the undisputed
statutory dues including Provident Fund, Investor Education Protection
Fund, and Employees State Insurance, Income Tax, Sales Tax, Wealth
Tax, Service tax, Customs Duty, Excise Duty, Cess and other material
statutory dues applicable to the Company.
9.2 According to the records of the Company and the information and
explanations given to us, there are no undisputed dues of Income Tax,
Sales Tax, Service tax, Customs Duty and Cess which are not paid for a
period of more than six months.
9.3 According to the records of the Company and the information and
explanations given to us, the following are the disputed demand in
respect of Income Tax, which has not been deposited.
Nature of the Period to
which the Forum where
dispute
dues Amount Rs. amount
relates is pending
Income Tax 11,92,824 2005-2006 I.T.A.T, Hyderabad
18,43,649 2006-2007 C.I.T. Appeals,
Hyderabad
10. The company has no accumulated losses as at the end of the
financial year 31-03-2010 and it has not incurred cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
11. In our opinion and according to the information and explanations
furnished to us by the company, the company has not defaulted in
repayment of its dues to financial institutions and banks at the date
of the Balance Sheet. Default in repayment of debentures does not
arise, since the Company has not issued any debentures.
12. According to the information and explanation given to us, the
company has not granted any loans or advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. The company is neither a chit fund nor a nidhi/ mutual benefit
fund /society. Hence the requirements of clause 4(xiii) of the
Companies (Auditors Report) Order, 2003 are not applicable to the
company during the year under report.
14. According to the information furnished to us, the company is not
trading in shares, securities, debentures and other investments.
Accordingly, the requirements of clause 4(xiv) of the Companies
(Auditors Report) Order, 2003 are not applicable to the company.
15. According to the information and explanation given to us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.
16. According to the information and explanation given to us, the
company has not obtained any term loans during the year.
17. The company has not raised any funds on short term basis.
18. According to the information and explanations given to us, the
company has not made any preferential allotment of shares during the
year to parties and companies covered in the register maintained under
section 301 of the Act, or to any others.
19. According to the information and explanations given to us, the
company has not issued any debentures during the year under report.
20. The company has not raised any money through public issues during
the year. Accordingly, the provisions of clause 4(xx) of the Companies
(Auditors Report) Order, 2003 are not applicable to the company during
the year under report.
21. According to the information and explanations given to us, and
based on the audit procedures generally adopted by us, we report that,
during the year, no fraud on or by the company has been noticed or
reported that is either significant or could have caused a material
misstatement in the financial statements.
For M/s. Brahmayya & Co.,
Chartered Accountants
Place: Hyderabad D.Seetharamaiah
Date :29th May, 2010 Partner
Membership No:2907
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