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Auditor Report of Systematix Corporate Services Ltd.

Mar 31, 2015

1 We have audited the accompanying standalone financial statements of SYSTEMATIX CORPORATE SERVICES 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 Standalone Financial Statements

2 The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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

3 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 financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial 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 control systems 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.

5 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

6 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 Loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7 As required by the Companies (Auditors 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 paragraphs 3 and 4 of the Order.

8 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, 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.

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

i. The Company has no pending litigation impacting the financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and protection Fund. The question of delay in transferring such sums does not arise.

Annexure A to Independence Auditors' Report

Referred to in Paragraph(7) of Report on Other Legal and Regulatory Requirements

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

(b) These fixed assets have been physically verified by the Management at reasonable intervals, 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.

2 According to the information and explanations given to us, and having regard to the Company's business reporting on clause 3 (ii) a, 3 (ii) b, 3 (ii) c (relating to Inventory) of the Companies (Auditors report) order, 2015 does not arise.

3 The Company has granted an unsecured loan of Rs 5.00 lakhs to a company covered in the register maintained under section 189 of the Companies Act, 2013 and the same has been repaid during the year with interest.

4 In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. The Company has not made any sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system of the company.

5 The Company has not accepted any deposits from the public

6 As per the explanation and information given to us, the company is not required to maintain cost records pursuant to sub section (l) of Section 148 of the Companies Act. Accordingly the clause 4 (vi) of the order is not applicable to the company.

7 (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Wealth tax, Service tax, and other material statutory dues applicable to it. The provisions of Provident Fund, Employees' State Insurance Act are not applicable to the Company There were no undisputed amounts payable in respect of Income Tax, Wealth tax, and Service tax, Luxury tax, and Sales Tax, were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of, Income Tax, Wealth Tax, Service Tax and cess, which have not been deposited on account of any dispute .

(c) There is no amount required to be transferred to investor education and protection fund.

8. The Company has no accumulated losses as at March 31,2015. The Company has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

9 The Company has not defaulted in repayment of dues to banks.

10 In our Opinion and according to the information and explanation given to us, the terms and conditions of the guarantees given by the Company for Guarantee /Loan taken by others from banks are not prime facie prejudicial to the Interest of the Company.

11 In our opinion and according to the information and explanations given to us, the company has not raised any term loans during the year.

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

For Maharaj N R Suresh and Co

FRN001931S

Chartered Accountants

sd/- K V Srinivasan

Partner

M.No:204368

Place: Mumbai

Date:29.05.2015


Mar 31, 2013

We have audited the accompanying financial statements of "Systematix Corporate Services Limited", which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profit/ loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

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

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

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

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

c) The Balance Sheet, 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 cur opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; except AS 22 relating to the Taxes on Income read with notes forming part of accounts.

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) It may be noted that at present, no Rules relating to the amount of cess for rehabitation or revival or protection of assets of sick industrial companies, payable by a company under section 441A of the Act have been notified by the central Government, Thus, it would not be possible for the auditor to comment on the regularity or otherwise about the cess till the time relevant rules or regulations are issued,

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the heading " Report on Other Lcnal and Regulatory Requirements" of Our Report even date

(I) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No materia! discrepancies were noticed on such verification.

(c) No substantial part affixed assets have been disposed off during the year.

(ii) According to the information and explanations given to us, and having regard to the Company''s business reporting on clause 4 (ii) a, 4 (li) b, 4 (ti) c (relating to Inventory) of the Companies (Auditors report) order, 2003 as amended by Companies (Auditors Report) (amendment) order 2004, does not arise.

(iii) (a) The Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(b) The company has taken unsecured loans from Two Companies covered in the register maintained under section 301 of the companies Act, 1Q56. The maximum amount involved during the year was Rs 3031.60 lakhs and the year end balance of loans taken from such parties was RS 2775 85 lakhs.

(c) In our opinion, the rate of interest and other terms and conditions of the said unsecured loan taken by the company are not, prima facie prejudicial to the interests of the company.

(d) Payment of Principal and Interest are in accordance with the terms as applicable.

(iv) In our opinion and according to the information and explanations given to us, there Js adequate internal control system commensurate with the size of the company and the nature of its business for the purchases of fixed assets and with regard to sale of Services. The Company has not made any sale of goods, During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company,

(v) a) The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices, which are reasonable, having regard to

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

» As per the explanation and information given to us. the company is not required to maintain cost records pursuant to Section 209 (1) of the Companies Act. Accordingly the clause 4 (viii) of the order Is not applicable to the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, and other material statutory dues applicable to It The provisions of Provident Fund, Employees'' State Insurance Act are not applicable to the Company. No amount is payable to Investor Education and Protection Fund.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax. Wealth Tax, Sates Tax, Customs Duty, Excise Duty, Service Tax and cess were in arrears, as at 31lh March 2013 for a period of more than six months from the date they became payable.

(c) According to the tnfonnalion and explanation given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and cess, which have not been deposited on account of any dispute

(x) In our opinion the Accumulated Losses of the Company are not more than 50% of its Net worth. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year,

(xi) The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society.

(xiv) The Company in respect of Investment in shares, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other securities in its own name-

(xv) In our Opinion and according to the information and explanation given to us. the terms and conditions of the guarantees given by the Company for Guarantee /Loan taken by others from banks are not prime facie prejudicial to the Interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the company has not raised any term loans during the year afljjic^ding Clause 4 (xvi) of the order relating to the application of tflT^^ari''^Hot applicable to the company. fe[''J KJ5 -^ A

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

(xviii) During the year the Company has not made any preferential allotment of Shares.

(xix) The Company has no outstanding debenture at the end of Lhe year

(xx) The company has not raised money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. For Maharaj N R Suresh and Co FRN NO: 0019315

Chartered Accountants

K V SRINIVASAN

Partner

M. No 204368

Place: Mumbai

Date: 30.05.2013


Mar 31, 2012

1 We have audited the attached Balance Sheet of M/s Systematix Corporate Services Limited as at 31st March 2012, the Profit And Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (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.

4 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, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(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 accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012

(b) in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date.

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals 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) No substantial part of fixed assets have been disposed off during the year.

(ii) According to the information and explanations given to a, and having regard to the Company''s business reporting on clause 4 (ii) a, 4 (ii) b, 4 (ii) c (relating to Inventory) of the Companies (Auditors report) order, 2003 as amended by Companies (Auditors Report) (amendment) order 2004, does not arise

(iii) (a) The Company has granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained u/s 301 of the companies Act, 1956.

(b) The company has taken unsecured loans from Two Companies covered in the register maintained under section 302 of the companies Act, 1956. The maximum amount involved during the year was Rs 2,260 lakhs and the year end balance of loans taken from such parties was Rs 1,953 lakhs.

(c) In our opinion, the rate of interest and other terms and conditions of the said unsecured loans given by the company are not, pnmo fade prejudicial to the interests of the company.

(d) Payment of Principal and Interest are in accordance with the terms as applicable.

(iv) In our opinion and according to the Information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchases of fixed assets and with regard to sale of Services. The Company has not made any sale of goods During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) a) The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) The transactions made in pursuance of such contracts or arrangements 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 the Public.

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

(viii) As per the explanation and information given to us, the company is not required to maintain cost records pursuant to Section 209 (1) of the Companies Act Accordingly the clause 4 (viii) of the order is not applicable to the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax. and other material statutory dues applicable to it The provisions of Provident Fund, Employees'' State Insurance Act are not applicable to the Company. No amount is payable to Investor Education and Protection Fund.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax. Sales Tax, Customs Duty. Excise Duty, Service Tax and access were in arrears, as at 31s1 March 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and access, which have not been deposited on account of any dispute

(x) In our opinion the Accumulated Losses of the Company are not more than 50% of its Net worth. The company has not incurred cash losses during the financial year covered by our audit and has incurred cash loss in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to a financial Institution or bank or debenture holder.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund society.

(xiv) The Company in respect of Investment in shares, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. Wc also report that the company has held the shares, securities, debentures and other securities in its own name.

(xv) In our Opinion and according to the information and explanation given to us, the terms and conditions of the guarantees given by the Company for Guarantee /Loan taken by others from banks are not prime facie prejudicial to the Interest of the Company

(xvi) In our opinion and according to the information and explanations given to us, the company has not raised any term loans during the year and according clause 4 (xvi) of the order relating to the application of term loan is not applicable to the company.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, w« report that no funds raised on short-term basis have been used for long term investments.

(xviii) During the year the Company has not made any preferential allotment of Shares.

(xix) According to the information and explanation given to us. during the period covered by our audit report, the Company has issued 3 03 667 Unsecured optionally fully convertible debentures (OFCD) of Rs 250 each. As the debentures are unsecured creating of Security does not arise

(xx) The company has not raised money by public issues during the year.

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

For Maharaj N R Suresh and Co

FRN NO: 001931S

Chartered Accountants

K V SRINIVASAN

Partner

M. NO 204368

Place: Mumbai

Date: 30.06.2012


Mar 31, 2011

1 We have audited the attached Balance Sheet of M/s Systematix Corporate Services Limited as at 31st March 2011, the Profit And Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 cf the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 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, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(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 accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(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 for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date.

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals 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) No substantial part of fixed assets have been disposed off during the year.

(ii) According to the information and explanations given to ua, and having regard to the Company''s business reporting on clause 4 (ii) a, 4 (ii) b, 4 (ii) c (relating to Inventory) of the Companies (Auditors report) order, 2003 as amended by Companies (Auditors Report) (amendment) order 2004, does not arise

(iii) (a) The Company has granted unsecured loan to two Companies covered in the register maintained u/s 301 of the Companies Act. 1956 The maximum amount involved during the year was Rs 131.50 lakhs and the year end balance of loan granted to such party was R<; NIC.

(b) In our opinion, the rate of interest and other terms and conditions of the said unsecured loans given by the company are not, pnmo fade prejudicial to the interests of the company.

(c) Payment of Principal and Interest are in accordance with the terms as applicable.

(d) The company has taken unsecured loans from Three Companies covered in the register maintained under scction 301 of the companies Act, 1956. The maximum amount involved during the year was Rs 2322.83 lakhs and the year end balance of loans taken from such parties was RS 2017.00 lakhs.

(e) In our opinion, the rate of interest and other terms and conditions of the said unsecured loan taken by the company are not, prima facie prejudicial to the interests ot the company.

(f) Payment of Principal and Interest are in accordance with the terms as applicable.

(iv) In our opinion and according to the Information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchases of fixed assets and with regard to sale of Services. The Company has not made any sale of goods During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system

(v) a) The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) I be transactions made in pursuance of such contracts or arrangements 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 the Public.

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

(viii) As per the explanation and information given to us, the company is not required to maintain cost records pursuant to Section 209 (1) of the Companies Act Accordingly the clause 4 (viii) of the order is not applicable to the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax. and other material statutory dues applicable to it The provisions of Provident Fund, Employees'' State Insurance Act are not applicable to the Company. No amount is payable to Investor Education and Piotection Fund.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax. Sales Tax, Customs Duty. Excise Duty, Service Tax and cess were in arrears, as at 31s1 March 2011 for a period of more than six months from the date they became payable

(c) According to the information and explanation given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and cess, which have not been deposited on account of any dispute

(x) In our opinion the Accumulated Losses of the Company are not more than 50% of its Net worth. The company has not incurred cash losses during the financial year covered by our audit and has incurred cash loss in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to a financial Institution or bank or debenture holder.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society.

(xiv) The Company in respect of Investment in shares, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. Wc also report that the company has held the shares, securities, debentures and other securities in its own name.

(xv) In our Opinion and according to the information and explanation given to us, the terms and conditions of the guarantees given by the Company for Guarantee /Loan taken hy others from banks are not prime facie prejudicial to the Interest of the Company

(xvi) In our opinion and according to the information and explanations given to us, the company has not raised any term loans during the year and according clause 4 (xvi) of the order relating to the application of term loan is not applicable to the company.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, w« report that no funds raised on short-term basis have been used for long term investments.

(xviii) The company has made preferential allotment of Shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been made is not prejudicial to the Interest of the Company.

(xix) According to the information and explanation given to us. during the period covered by our audit report, the Company has issued 3 03 667 Unsecured optionally fully convertible debentures (OFCD) of Rs 250 each. As the debentures are unsecured creating of Security does not arise

(xx) The company has not raised money by public issues during the year.

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

For Maharaj N R Suresh and Co

FRN NO: 001931S

Chartered Accountants

K V SRINIVASAN

Partner

M. NO 204368

Place: Mumbai

Date: 18.06.2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Systematix Corporate Services Limited as at 31st March 2010, the Profit And Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 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.

4. 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, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors 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 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 31st March 2010

(b) in the case of the Profit and Loss Account, of the LOSS for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals 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) No substantial part of fixed assets has been disposed off during the year.

(ii) According to the information and explanations given to us, and having regard to the Companys business the question of reporting on clause 4 (ii) a, 4 (ii) b, 4 (ii) c (relating to Inventory) of the Companies (Auditors report) order, 2003 as amended by Companies (Auditors Report) (amendment) order 2004, does not arise.

(iii) (a) The Company has granted unsecured loan to two companies covered in the register maintained u/s 301 of the Companies Act, 1956.The amount outstanding at the end of the year is NIL.

(b) In our opinion, the rate of interest and other terms and conditions of the said unsecured loan given by the company are not, prima facie prejudicial to the interests of the company.

(c) Payment of Principal and Interest are in accordance with the terms.

(d) The company has taken unsecured loans from three Companies covered in the register maintained under section 301 of the companies Act, 1956. The amount outstanding at the end of the year is Rs 795.25 lakhs, including interest of Rs 1.38 lakhs.

(e) In our opinion, the rate of interest and other terms and conditions of the said unsecured loan taken by the company are not, prima facie prejudicial to the interests of the company.

(f) Payment of Principal and Interest are in accordance with the terms.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchases of fixed assets and with regard to sale of Services. The Company has not made any sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

(v) (a) The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements 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 the Public.

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

(viii) As per the explanation and information given to us, the company is not required to maintain cost records pursuant toSection 209 (1) of the Companies Act. Accordingly the clause 4 (viii) of the order is not applicable to the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax and other material statutory dues applicable to it. The provisions of Provident Fund, Employees State Insurance Act are not applicable to the Company. No amount is payable to Investor Education and Protection Fund.

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

(c) According to the information and explanation given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and cess, which have not been deposited on account of any dispute.

(x) In our opinion Company has accumulated losses of the Company are not more than 50% of its networth. The company has incurred cash losses during the financial year covered by our audit and has incurred cash loss in the immediately preceding financial year.

(xi) The Company has not obtained any borrowings from any Financial Institution, Bank or by way of debentures.

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

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

(xiv) The Company in respect of Investment in shares, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other securities in its own name. (xv) In our Opinion and according to the information and explanation given to us, the terms and conditions of the guarantees given by the Company for Guarantee /Loan taken by others from banks are not prime facie prejudicial to the Interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the company has not raised any term loans during the year and according clause 4 (xvi) of the order relating to the application of term loan is not applicable to the company.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to parties and companies Covered in the register maintained under section 301 of the Act

(xix) The Company has no outstanding debenture at the end of the year.

(xx) The Company has not raised money by public issues during the year.

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

For Maharaj N R Suresh and Co FRN NO. 0019315

Chartered Accountants

Sd/- Place : Mumbai N.R.SURESH

Date : 29.05.2010 (Partner)

Membership No 21661



 
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