Mar 31, 2018
Independent Auditor''s Report
Independent Auditor''s Report on the Standalone Ind AS Financial Statements to the members of TAKE Solutions Limited
We have audited the accompanying standalone Ind AS financial statements of TAKE Solutions Limited ("the Company"), which comprise the Balance Sheet as at 31stMarch 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow statement, the Statement of Changes in Equity 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 and presentation of these standalone Ind As financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 4 of the Companies (Indian Accounting Standards) Rules,
2015. 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 Ind AS 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 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 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 standalone Ind AS 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 Ind AS financial statements. The procedures selected depend on the auditor''s 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 Company''s 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 Company''s 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 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 including the Ind AS, of the state of affairs (financial positions) of the Company as at March 31, 2018 and its profit (financial performance including other comprehensive income) , its cash flows and the changes in equity and for the year ended on that date.
Other Matters
The comparative financial information of the company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 prepared in accordance with Ind AS included in these Standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 18, 2017 and May 12, 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the company on transition to the Ind AS, which have been audited by us.
Our Opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we enclose in the "Annexure A", a statement on the matters specified in paragraphs 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, the Cash Flow Statement and the Statement of changes in Equity dealt with in this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015.
(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 "Annexure B."
(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 has disclosed the impact of pending litigations on its financial position in its financial statements Refer Notes to the standalone financial statements;
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
Annexure ''A'' Referred to in Paragraph 1 under the heading ''Report on Other Legal and Regulatory Requirements'' of our report of even date to the members of the Company for the year ended March 31, 2018
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets of the company have been physically verified by the management at periodic intervals, which in our opinion is reasonable. No material discrepancies have been noticed on such verification.
(c) According to the information and explanations given to us and based on the examination of the records of the company no immovable properties are held by the company and accordingly paragraph 3(i)(c) of the order is not applicable for the company.
ii. The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. As per the information and explanations given to us, no material discrepancies were noticed on physical verification of inventory.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company.
iv. Based on the audit procedures conducted by us and according to the information and explanations given to us, the Company has not granted any loan or provided any guarantees or security to parties covered under Section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantees provided to the parties covered under Section 186.
v. The Company has not accepted any deposits from the public to which the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under apply.
vi. According to the information and explanations given to us, the Company is not required to maintain cost records under sub-section (1) of section 148 of the companies Act, 2013.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the Company is regular in depositing the undisputed statutory dues in respect of Provident funds, Income Tax Sales- tax, Value added tax, Service tax, Goods and Service tax, cess and other material statutory dues, as applicable with the appropriate authorities.
(b) According to the information and explanations given to us, there are no dues of sales tax, service tax, duty of customs, duty of excise, value added tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us the following dues of the income tax have not been deposited by the Company on account of dispute:
Name of statue |
Nature of dues |
Amount |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act , 1961 |
Income tax and Interest |
Rs, 5.24 Mn (net of taxes paid Rs, 0.14 Mn) |
A.Y. 2005-06 |
Demand on account of disallowance of carry forward of loss of previous AY for which the matter is pending with the High court of Madras. |
Income Tax Act |
Income tax and Interest |
Rs, 2.12 Mn |
A.Y. 2011-12 |
High Court, Madras |
Income Tax Act |
Income tax and Interest |
Rs, 6.74 Mn |
A.Y.2012-13 |
High Court, Madras |
viii. The Company does not have any loans or borrowings from any financial institutions, bank, Government or debenture holder during the year.
ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year.
x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officer or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations given to us and based on examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approval mandated by the provisions of section 197 read with schedule V to the Act.
xii. In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
xiv. The company has made preferential allotment of 1,46,97,200 equity shares of Rs, 1/- each at a premium of Rs, 169.10/- per equity share. Based upon the audit procedures performed and as per the information and explanations given to us, we report that the company has complied with the provisions of section 42 of the Act and the issue proceeds aggregating to Rs, 24,999.94 lakhs were applied for the purpose for which those were raised, though idle/surplus funds which were not required for immediate utilization were gainfully invested in liquid assets payable on demand.
xv. According to the information and explanations given to us and based on the examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure ''B'' Referred to in paragraph 2 (f) under the heading ''Report on other legal and regulatory requirements'' of our report on even date on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") to the members of the Company for the year ended March 31, 2018
To the Members of TAKE Solutions Limited
We have audited the internal financial controls over financial reporting of TAKE Solutions Limited ("the Company"), 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.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Act 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 auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For G. D. Apte & Co.
Chartered Accountants
Firm''s Registration Number: 100515W
C. M. Dixit Partner
Membership Number: 017532
Place: Chennai
Date : May 17, 2018
Mar 31, 2017
To the Members of TAKE Solutions Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of TAKE Solutions Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2017, 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''s Responsibility for the Standalone 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 and presentation 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 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 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 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. 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 31 March 2017 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, 2016 ("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, a statement on the matters specified in the paragraph 3 and 4 of the order.
2. As required by Section 143 (3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 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 "Annexure B"; 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 has disclosed the impact of pending litigations on its financial position- Refer Note 2.29(c) & (d) to the financial statements
ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosure in its standalone financial statements as to holdings as well as dealings in specified Bank Notes during the period from 8 November,2016 to 30 December,2016 and these are in accordance with the books of accounts maintained by the company refer Note 2.34 to the standalone financial statements.
Annexure - A to the Independent Auditor''s Report
The Annexure referred to in Independent Auditor''s Report to the members of the Company on the Standalone financial statements for the year ended 31 March 2017, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets
(b) The fixed assets of the Company have been physically verified by the management at periodic intervals, which in our opinion is reasonable. No material discrepancies have been noticed on such verification.
(c) According to the information and explanations given to us and based on the examination of the records of the Company no immovable properties are held by the Company, accordingly paragraph 3(i)(c) of the Order is not applicable for the company.
(ii) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
(iii) The Company has granted loans to companies and bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company
(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.
Name of the statute |
Nature of dues |
Amount (inRs,) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income Tax and Interest |
Rs, 5.24 Mn (net of taxes paid Rs, 0.14 Mn) |
AY 2005-06 |
Demand on account of disallowance of carried forward of loss of previous AYs for which the matter is pending with High Court of Madras. |
Income Tax Act, 1961 |
Income Tax and Interest |
Rs, 2.12 Mn) |
AY 2011-12 |
ITAT, Chennai |
Income Tax Act, 1961 |
Income Tax and Interest |
Rs, 6.74 Mn |
AY 2012-13 |
ITAT, Chennai |
(viii) The Company does not have any loans or borrowings from any financial institution, banks, Government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on the examination of the records of the Company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Thus, paragraph 3(xii)of the Order is not applicable.
(xiii)According to the information and explanations given to us and based on the examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such related party transactions have been disclosed in the financial statements as required under Accounting standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(xiv) During the year the company has made private placement of shares in respect of the same in our opinion the company has complied with the requirement of section 42 of the act and the Rules framed there under further in our opinion the amounts so raised were applied for the purpose for which these securities were issued.
(xv) According to the information and explanations given to us and based on our examination of the records, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the Paragraph 3(xv) of the Order is not applicable.
(xvi)The Company is not required to be registered under section 45- IA of the Reserve Bank of India Act, 1934. Accordingly, the Paragraph 3(xvi) of the Order is not applicable.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of TAKE Solutions Limited ("the Company") as of 31 March 2017 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") 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 auditor''s 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No: 004201S
S. Sridhar
Partner
Membership No. 025504
Place: Chennai
Date: May 18,2017
Mar 31, 2016
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of TAKE Solutions Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, 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''s Responsibility for the Standalone 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 and presentation 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 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 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 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. 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 31 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 (Auditor''s Report) Order, 2016 ("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, a statement on the matters specified in the paragraph 3 and 4 of the order.
2. As required by Section 143 (3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) 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 "Annexure B"; 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 has disclosed the impact of pending litigations on its financial position- Refer Note 2.29(c) &
(d) to the financial statements
ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
Annexure - A to the Independent Auditor''s Report
The Annexure referred to in Independent Auditor''s Report to the members of the Company on the Standalone financial statements for the year ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed assets
(b) The fixed assets of the Company have been physically verified by the management at periodic intervals, which in our opinion is reasonable. No material discrepancies have been noticed on such verification.
(c) According to the information and explanations given to us and based on the examination of the records of the Company no immovable properties are held by the Company, accordingly paragraph 3(i)(c) of the Order is not applicable for the company.
(ii) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
(iii) The Company has granted loans to companies and bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company
(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the
Name of the statute |
Nature of dues |
Amount (inRs,) |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income Tax and Interest |
X 5.24 Mn (net of taxes paid X 0.14 Mn) |
AY 2005-06 |
Demand on account of disallowance of carried forward of loss of previous AYs for which the matter is pending with High Court of Madras. |
Income Tax Act, 1961 |
Income Tax and Interest |
X 0.85 Mn (net of taxes paid X 26.56 Mn) |
AY 2007-08 |
High Court of Madras & CIT(A), Chennai |
Income Tax Act, 1961 |
Income Tax and Interest |
X 0.80 Mn |
AY 2009-10 |
ITAT, Chennai |
Income Tax Act, 1961 |
Income Tax and Interest |
X 4.34 Mn |
AY 2011-12 |
ITAT, Chennai |
Act, the borrowers have been regular in the payment of the principal and interest as stipulated.
(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of theAct.
(iv) The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantees provided to the parties covered under Section 186.
(v) The Company has not accepted deposits from public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under.
(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given to us
and on the basis of our examination of the records of the Company, in our opinion, the Company is regular in depositing the undisputed statutory dues in respect of provident fund, income-tax, sales tax, value added tax, service tax, cess and other material statutory dues, as applicable with the appropriate authorities.
(b) According to the information and explanations given to us, there are no dues of sales-tax, service tax, duty of customs, duty of excise, value added tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanation given to us, the following dues of income tax have not been deposited by the Company on account of disputes:
(viii) The Company does not have any loans or borrowings from any financial institution, banks, Government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on the examination of the records of the Company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Thus, paragraph 3(xii)of the Order is not applicable.
(xiii)According to the information and explanations given to us and based on the examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such related party transactions have been disclosed in the financial statements as required under Accounting standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, Paragraph 3(xiv) is not applicable
(xv) According to the information and explanations given to us and based on our examination of the records, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the Paragraph 3(xv) of the Order is not applicable.
(xvi)The Company is not required to be registered under section 45- IA of the Reserve Bank of India Act, 1934. Accordingly, the Paragraph 3(xvi) of the Order is not applicable.
Annexure - B to the Independent Auditor''s Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 201B ("the Act")
We have audited the internal financial controls over financial reporting of TAKE Solutions Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") 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 auditor''s 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No: 004201S
S. Sridhar
Partner
Membership No. 025504
Place: Chennai
Date: May 12,2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
TAKE Solutions Limited ('the Company'), which comprise the Balance
Sheet as at 31 March 2015, 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's Responsibility for the Standalone 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 and presentation 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 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 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 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 31 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 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 31 March 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31 March 2015
from being appointed as a Director in terms of Section 164 (2) of the
Act; and
(f) with respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 2.28(c) to
the financial statements;
ii. the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. there were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The assets have been physically verified by the management at
periodic intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such verification.
(ii) (a) The Stock of traded goods of the Company has been physically
verified at periodic intervals during the year by the management.In our
opinion, the frequency of such verification is adequate.
(b) In our opinion, and according to the information and explanations
given to us, the procedures for physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion, the company has maintained proper records of
inventory. The discrepancies noticed between the physical stocks as
verified and the book records were not material and have been properly
dealt with in the books of account.
(iii) (a) The Company has granted loans to a body corporate covered in
the register maintained under section 189 of the Companies Act, 2013
('the Act').
(b) In the case of the loans granted to the body corporate listed in
the register maintained under section 189 of the Act, the terms of
arrangement stipulate repayment schedule, however the due date for
repayment of principal along with interest accrued has not fallen
during the financial year. Accordingly, paragraph 3 (iii) (b) of the
Order is not applicable to the Company in respect of repayment of the
principal amount.
(c)There are no overdue amounts of more than rupees one lakh in respect
of the loans granted to the bodies corporate listed in the register
maintained under section 189 of the Act.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory and fixed assets and sale of goods and
services. We have not observed any major weakness in the internal
control system during the course of the audit.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under Section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us
and on the basis of our examination of the records of the Company,
amounts deducted/ accrued in the books of account in respect of
undisputed statutory dues including provident fund, income tax, sales
tax, wealth tax, service tax, duty of customs, value added tax, cess
and other material statutory dues have been regularly deposited during
the year by the Company with the appropriate authorities. As explained
to us, the Company did not have any dues on account of employees' state
insurance and duty of excise.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, wealth tax, service tax, duty of customs, value added tax,
cess and other material statutory dues were in arrears as at 31 March
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 wealth tax, duty of customs and cess which have
not been deposited with the appropriate authorities on account of any
dispute. However, according to information and explanations given to
us, the following dues of income tax, sales tax, service tax and value
added tax have not been deposited by the Company on account of
disputes:
Name of the statute Nature of dues Amount ( in 'RS)
Income Tax Act, 1961 Income Tax and Interest Rs.5.24 Mn (net of
taxes paid
Rs.0.14 Mn)
Income Tax Act, 1961 Income Tax and Interest Rs.2.09 Mn (net of
taxes paid
paid Rs. 18.04 Mn)
Income Tax Act, 1961 Income Tax and Interest Rs.0.85 Mn (net of
taxes paid
Rs.26.56 Mn)
Income Tax Act, 1961 Income Tax and Interest Rs.0.80 Mn
Income Tax Act, 1961 Income Tax and Interest Rs.9.64 Mn
Name of the statute Period to which Forum where dispute
the amount is pending
relates
Income Tax Act, 1961 AY 2005-06 Demand on account of
disallowance of carried
forward of loss of
previous AYs for which
the matter is pending
with High Court of
Madras.
Income Tax Act, 1961 AY 2006-07 High Court of Madras &
ITAT, Chennai
Income Tax Act, 1961 AY 2007-08 High Court of Madras &
CIT(A), Chennai
Income Tax Act, 1961 AY 2009-10 CIT (A), Chennai
Income Tax Act, 1961 AY 2011-12 CIT (A), Chennai
(c) According to the information and explanations given to us, there
are no dues of Investor Education and Protection Fund which are
required to be transferred in accordance with the relevant provisions
of the Companies Act, 1956 (1 of 1956) and rules made thereunder.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) The Company did not have any outstanding dues to financial
institutions, banks or debenture holders during the year.
(x) In our opinion and according to the information and the
explanations given to us, the Company has given guarantee for loans
taken by subsidiaries to an extent of Rs. 4295.16 Mn from banks or
financial institutions and the terms and conditions whereof are not
prejudicial to the interest of the company.
(xi) The Company did not have any term loans outstanding during the
year.
(xii) 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 Sundar Srini & Sridhar
Chartered Accountants
Firm Registration Number: 004201S
S.Sridhar
Place: Chennai Partner
Date: May 15, 2015 Membership No.025504
Mar 31, 2014
We have audited the accompanying financial statements of TAKE Solutions
Limited ("the Company") which comprise the Balance Sheet as at 31st
March 2014, 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''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") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
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, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2014;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss and 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
sub-section (3C) of section 211 of the Companies Act, 1956 read with
the General Circular 15/2013 dated 13th September 2013 of the Ministry
of Corporate Affairs in respect of Section 133 of the Companies Act,
2013; and
e. on the basis of written representations received from the directors
as on 31st March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
The Annexure referred to in our report to the members of TAKE Solutions
Limited (''the Company'') for the year ended 31st March, 2014.
We report that:
(i) a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
b) The assets have been physically verified by the management at
periodic intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such verification.
c) The company has not disposed off substantial part of its fixed
assets, which will affect the going concern status of the company.
(ii) a) The Stock of traded goods of the Company has been physically
verified at periodic intervals during the year by the management. In
our opinion, the frequency of such verification is adequate.
b) In our opinion, and according to the information and explanations
given to us, the procedures for physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion, the company has maintained proper records of
inventory .The discrepancies noticed between the physical stocks as
verified and the book records were not material and have been properly
dealt with in the books of account.
(iii) a) During the year, the Company has not granted any unsecured
loan/advances to companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. At
the year end, the amount outstanding against the loans granted to two
subsidiary body corporates aggregated to Rs. 65.60 Mn. The maximum
balance outstanding during the year was Rs. 122.95 Mn.
b) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie not prejudicial to the interests of
the Company.
c) In the case of loan granted to the body coporates listed in the
register maintained under Section 301 of the Act, the terms of
arrangement stipulate repayment schedule, however, the due date for
repayment of principal along with interest accrued has not fallen
during the financial year. Accordingly, paragraph 4(iii)(c) of the
Order is not applicable to the Company in respect of repayment of the
principal amount.
d) There are no overdue amounts and hence the provisions of sub-clause
(d) of clause 4(iii) of CARO are not applicable to the Company.
e) The company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly paragraphs
4(iii) (e) to 4(iii)(g) of the Order are not applicable.
(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 with regard
to purchase of inventory and fixed assets and for the sale of goods and
services. During the course of audit, no major weakness has been
observed in the internal control system.
(v) a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in section 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 and
arrangements referred to in V(a) above and exceeding the value of Rs. 5
lakhs with 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 the public.
Accordingly, paragraph 4(vi) of the Order is not applicable.
(vii) The Company has an adequate internal audit system, commensurate
with the size and nature of the business.
(viii) Maintenance of cost records has not been prescribed for the
Company by the Central Government under section 209(1) (d) of the
Companies Act, 1956 for any of the services rendered by the Company.
Accordingly, paragraph 4(viii) of the Order is not applicable.
(ix) a) According to the information and explanations given to us and
on the basis of our examination of the records of the company, amounts
deducted /accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty and other material statutory dues have
been regularly deposited during the year by the company with the
appropriate authorities.
b) According to the information and explanations given to us and the
books and records examined by us, there are no undisputed amounts
payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax and other material statutory dues were in arrears as
at March 31,2014, for a period of more than six months from the date
they became payable.
c) According to the information and explanations given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty
and Cess, which have not been deposited with the appropriate
authorities on account of any dispute except for the following dues
under Income Tax Act:
(i) Demand Notice from the Indian Income Tax Authorities for the
payment of additional tax of Rs. 116.74 Mn (Rs. 34.85 Mn), including
interest of Rs. 87.59 Mn has been received upon completion of their tax
review for Assessment Years 2005 -06 to 2011-12. These income tax
demands are mainly on account of disallowance of in-house product
development expenses for the AYs 2005- 06 to 2010-11 and also on
account of disallowance of deduction claimed U/s. 10A for the AYs 2006-
07 and 2007-08. Further for AY 2006-07 demand was also raised on
account of including the profits earned by foreign subsidiaries in the
Company''s taxable profits. For the AYs 2006-07 and 2007-08, the appeal
is pending before Commissioner of Income Tax (Appeals), Chennai and in
Honourable High Court of Judicature at Madras. For the AY 2008-09, the
matter is pending before Honourable High Court of Judicature at Madras.
For the AYs 2009-10 and 2010-11, the appeal is pending before
Commissioner of Income Tax (Appeals), Chennai.
(ii) The Company has received a revised order for the AYs 2002-03 and
2003-04 from Assistant Commissioner of Income Tax disallowing the
software product expenses claimed by the Company as revenue expenditure
and instead allowing the same as a capital expenditure with
consequential depreciation and thereby reducing the benefit of carrying
forward of losses by Rs. 23.69 Mn to the subsequent assessment years.
However, no demand has been raised for the said assessment year. The
Company has filed an appeal with the Honourable High Court of
Judicature at Madras against the order of ACIT.
(x) The Financial statements of the Company as at 31st March 2014 do
not show any accumulated losses. The Company has not incurred any cash
losses during the financial year covered by our audit and in the
immediate preceding financial year. Accordingly, paragraph 4(x) of the
Order is not applicable.
(xi) According to the records of the Company examined by us and the
information and explanations given to us by the Management, the Company
has not defaulted in repayment of dues with respect to loans taken from
any financial institutions and banks as at Balance Sheet date.
(xii) Based on our examination and according to the information and
explanations given to us, the company has not granted loans and
advances based on security by way of pledge of shares, debentures and
other securities. Accordingly, paragraph 4(xii) of the Order is not
applicable.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund/ nidhi/ mutual benefit
fund/society. Accordingly, paragraph 4(xiii) of the Order is not
applicable.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, paragraph 4(xiv) of the Order is not
applicable.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by subsidiaries to the
extent of Rs. 4,115.79 Mn from banks or financial institutions and the
terms and conditions whereof are not prejudicial to the interest of the
company.
(xvi) During the year, the company has not taken any term loan from
financial institutions and banks and hence paragraph 4(xvi) of the
Order is not applicable.
(xvii) On the basis of our examination of the Balance Sheet of the
Company and according to the information and explanations given to us,
in our opinion, funds raised on short-term basis have not been used for
long-term investment and vice versa.
(xviii) The company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
section 301 of the Companies Act, 1956.
(xix) The company has not issued any debentures during the year.
Accordingly paragraph 4(xix) of the Order is not applicable.
(xx) The company has not raised any money by issue of shares to public
during the year. Accordingly paragraph 4(xx) of the Order is not
applicable.
(xxi) According to the information and explanations given to us, no
material fraud on or by the company has been noticed or reported during
the year under audit.
For Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No: 004201S
S. Sridhar
Place: Chennai Partner
Date: May 20, 2014 Membership No.025504
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Take Solutions
Limited (''the Company'') which comprise the Balance Sheet as at 31st
March, 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''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.
Auditors'' 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 judgement, including the assessment of
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 the 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 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 31st March, 2013;
b) in the case of the 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 for the
year ended on that date.
Report on Other Legal & Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order''), as amended, issued by the Central Government of India in terms
of Section 227 (4A) 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:
i) 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;
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; and
v) On the basis of written representations received from the Directors
as at 31st March, 2013 and taken on record by the Board of Directors,
none of the directors are disqualified as on 31st March, 2013 from
being appointed as a director in terms of clause (g) of Sub- section
(1) of Section 274 of the Companies Act, 1956.
The Annexure referred to in our report to the members of TAKE Solutions
Limited (''the Company'') for the year ended 31st March, 2013.
We report that:
(i) a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
b) The assets have been physically verified by the management at
periodic intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such verification.
c) The company has not disposed off substantial part of its fixed
assets, which will affect the going concern status of the company.
(ii) a) The Stock of traded goods of the Company has been physically
verified at periodic intervals during the year by the management. In
our opinion, the frequency of such verification is adequate.
b) In our opinion, and according to the information and explanations
given to us, the procedures for physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion, the company has maintained proper records of
inventory .The discrepancies noticed between the physical stocks as
verified and the book records were not material and have been properly
dealt with in the books of account.
(iii) a) During the year, the Company has not granted any unsecured
loan/advances to companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. At
the year end, the amount outstanding against the loans granted to two
subsidiary body corporates aggregated to Rs. 115.55 Mn. The maximum
balance outstanding during the year was Rs. 198.00 Mn.
b) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie not prejudicial to the interests of
the Company.
c) In the case of loan granted to the body coporates listed in the
register maintained under Section 301 of the Act, the terms of
arrangement stipulate repayment schedule, however, the due date for
repayment of principal along with interest accrued has not fallen
during the financial year. Accordingly, paragraph 4(iii)(c) of the
Order is not applicable to the Company in respect of repayment of the
principal amount.
d) There are no overdue amounts and hence the provisions of sub-clause
(d) of clause 4(iii) of CARO are not applicable to the Company.
e) The company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly paragraphs
4(iii) (e) to 4(iii)(g) of the Order are not applicable.
(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 with regard
to purchase of inventory and fixed assets and for the sale of goods and
services. During the course of audit, no major weakness has been
observed in the internal control system.
(v) a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in section 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 and
arrangements referred to in 5(a) above and exceeding the value of Rs. 5
lakhs with 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 the public.
Accordingly, paragraph 4(vi) of the Order is not applicable.
(vii) The Company has an adequate internal audit system, commensurate
with the size and nature of the business.
(viii) Maintenance of cost records has not been prescribed for the
Company by the Central Government under section 209(1) (d) of the
Companies Act 1956 for any of the services rendered by the Company.
Accordingly, paragraph 4(viii) of the Order is not applicable.
(ix) a) According to the information and explanations given to us and
on the basis of our examination of the records of the company, amounts
deducted /accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty and other material statutory dues have
been regularly deposited during the year by the company with the
appropriate authorities.
b) According to the information and explanations given to us and the
books and records examined by us, there are no undisputed amounts
payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax and other material statutory dues were in arrears as
at March 31, 2013, for a period of more than six months from the date
they became payable.
c) According to the information and explanations given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty
and Cess, which have not been deposited with the appropriate
authorities on account of any dispute except for the following dues
under Income Tax Act:
Revision orders have been received from the Income Tax Authorities for
payment of additional tax of Rs. 5.24 Mn for Assessment Year 2005-06, Rs.
2.09 Mn for Assessment Year 2006-07 and Rs. 8.05 Mn for Assessment Year
2007-08.Similarly, revision orders are awaited for the Assessment Year
2008-09 and pending that the original demand for payment of additional
tax of Rs. 18.67 Mn remains as of date. For all the above mentioned
Assessment Years, the matter is pending before the Income Tax Appellate
Tribunal, Chennai. Demand for payment of additional tax of Rs. 0.80 Mn
has been received upon completion of tax review for the assessment year
2009-10. The Company has preferred an appeal against this and the
matter is pending before The Commissioner of Income Tax Appeals,
Chennai.
(x) The Financial statements of the Company as at 31st March 2013 do
not show any accumulated losses. The Company has not incurred any cash
losses during the financial year covered by our audit and in the
immediate preceding financial year. Accordingly, paragraph 4(x) of the
Order is not applicable.
(xi) According to the records of the Company examined by us and the
information and explanations given to us by the Management, the Company
has not defaulted in repayment of dues with respect to loans taken from
any financial institutions and banks as at Balance Sheet date.
(xii) Based on our examination and according to the information and
explanations given to us, the company has not granted loans and
advances based on security by way of pledge of shares, debentures and
other securities. Accordingly, paragraph 4(xii) of the Order is not
applicable.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund / nidhi / mutual benefit
fund / society. Accordingly, paragraph 4(xiii) of the Order is not
applicable.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, paragraph 4(xiv) of the Order is not
applicable.
(xv) According to the information and explanations given to us, the
Company has given guarantee for loans taken by subsidiaries to the
extent of Rs. 4125.10 Mn from banks or financial institutions and the
terms and conditions whereof are not prejudicial to the interest of the
company.
(xvi) During the year, the company has not taken any term loan from
financial institutions and banks and hence paragraph 4(xvi) of the
Order is not applicable.
(xvii) On the basis of our examination of the Balance Sheet of the
Company and according to the information and explanations given to us,
in our opinion, funds raised on short-term basis have not been used for
long-term investment and vice versa.
(xviii) The company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
section 301 of the Companies Act, 1956.
(xix) The company has not issued any debentures during the year.
Accordingly paragraph 4(xix) of the Order is not applicable.
(xx) The company has not raised any money by issue of shares to public
during the year. Accordingly paragraph 4(xx) of the Order is not
applicable.
(xxi) According to the information and explanations given to us, no
material fraud on or by the company has been noticed or reported during
the year under audit.
For Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No. 004201S
S. Sridhar
Place: Chennai Partner
Date: May 24, 2013 Membership No.025504
Mar 31, 2012
We have audited the accompanying financial statements of TAKE
Solutions Limited ('the Company') which comprise the Balance
Sheet as at 31st March, 2012, 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's Responsibility for the Financial
Statement
The 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
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 the 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 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 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 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.
Report on Other Legal & Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2003 ('the
Order'), as amended, issued by the Central Government of India in terms
of Section 227 (4A) of the Companies Act, 1956, we enclose in the
Annexure, a statement on the matters specified in paragraphs 4 and 5 of
the said order.
2. As required by Section 227(3) of the Companies Act, 1956, 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 purpose 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;
and
v) On the basis of written representations received from the Directors
as at 31st March, 2012, and taken on record by the Board of Directors,
none of the directors are 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.
Annexure to the Auditors' Report:
The Annexure referred to in our report to the members of TAKE Solutions
Limited ('the company') for the year ended 31st March, 2012. We report
that:
1. a) The Company has maintained proper records to show full
particulars, including quantitative details and situation of fixed
assets.
b) The assets have been physically verified by the management at
periodic intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such verification.
c) The Company has not disposed off substantial part of its fixed
assets, which will affect the going concern status of the Company.
2. a) The Stock of traded goods of the Company has been physically
verified at periodic intervals during the year by the management. In
our opinion, the frequency of such verification is adequate.
b) In our opinion, and according to the information and explanations
given to us, the procedures for physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion, the company has maintained proper records of
inventory. The discrepancies noticed between the physical stocks as
verified and the book records were not material and have been properly
dealt with in the books of account.
3. a) During the year, the Company has not granted any unsecured
loan/advances to companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. At
the year end, the amount outstanding against the loans granted to two
body cooperates aggregated to Rs. 183.40 million. The maximum balance
outstanding during the year was Rs. 280.84 million.
b) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie not prejudicial to the interests of
the Company.
c) In the case of loan granted to the body cooperates listed in the
register maintained under Section 301 of the Act, the terms of
arrangement stipulate repayment schedule, however, the due date for
repayment of principal along with interest accrued has not fallen
during the financial year. Accordingly, paragraph 4(iii)(c) of the
Order is not applicable to the Company in respect of repayment of the
principal amount.
d) There are no overdue amounts and hence the provisions of sub-clause
(d) of clause 4(iii) of CARO are not applicable to the Company.
e) The company has not taken any loans, secured or unsecure from
companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly paragraphs
4(iii) (e) to 4(iii)(g) of the Order are not applicable.
4. 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 with regard
to purchase of inventory and fixed assets and for the sale of goods and
services. During the course of audit, no major weakness has been
observed in the internal control system..
5. a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in section 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 and
arrangements referred to in 5(a) above and exceeding the value of Rs.5
lakhs with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
6. The Company has not accepted any deposits from the public.
Accordingly, paragraph 4(vi) of the Order is not applicable.
7. The Company has an adequate internal audit system, commensurate
with the size and nature of the business.
8. Maintenance of cost records has not been prescribed for the Company
by the Central Government under section 209(1) (d) of the Companies Act
1956 for any of the services rendered by the Company. Accordingly,
paragraph 4(viii) of the Order is not applicable.
9. a) According to the information and explanations given to us and on
the basis of our examination of the records of the company, amounts
deducted / accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty and other material statutory dues have
been regularly deposited during the year by the company except for a
few instances of delayed payments with the appropriate authorities.
b) According to the information and explanations given to us and the
books and records examined by us, there are no undisputed amounts
payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth
Tax, Service Tax and other material statutory dues were in arrears as
at March 31, 2012, for a period of more than six months from the date
they became payable.
c) According to the information and explanations given to us, there are
no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty
and Cess, which have not been deposited with the appropriate
authorities on account of any dispute except for the following dues
under Income Tax Act:
Demand from Income tax authorities for payment of additional tax of Rs.
9.96 Million (net of amount paid to statutory authorities to the extent
of Rs. 8.08 Million) has been received upon completion of their tax
review for the assessment year 2006-07. Also, Demand for payment of
additional tax of Rs. 17.92 Million has been received upon completion
of their tax review for the assessment year 2007-08. Similarly, demand
for payment of additional tax of Rs.18.67 Million has been received
upon completion of tax review for the assessment year 2008-09. For all
the above mentioned Assessment Years, the matter is pending before the
Income Tax Appellate Tribunal, Chennai.
10. The Financial statements of the Company as at 31st March 2012 do
not show any accumulated losses. The Company has not incurred any cash
losses during the financial year covered by our audit and in the
immediate preceding financial year. Accordingly, paragraph 4(x) of the
Order is not applicable.
11. According to the records of the Company examined by us and the
information and explanations given to us by the Management, the Company
has not defaulted in repayment of dues with respect to loans taken from
any financial institutions and banks as at Balance Sheet date.
12. Based on our examination and according to the information and
explanations given to us, the company has not granted loans and
advances based on security by way of pledge of shares, debentures and
other securities. Accordingly, paragraph 4(xii) of the Order is not
applicable.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund/ nidhi/ mutual benefit
fund/society. Accordingly, paragraph 4(xiii) of the Order is not
applicable
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, paragraph 4(xiv) of the Order is not
applicable.
15. According to the information and explanations given to us, the
Company has given guarantee for loans taken by subsidiaries to the
extent of INR 3713.55 millions from banks or financial institutions and
the terms and conditions whereof are not prejudicial to the interest of
the company.
16. During the year, the company has not taken any term loan from
financial institutions and banks and hence paragraph 4(xvi) of the
Order is not applicable.
17. On the basis of our examination of the Balance Sheet of the
Company and according to the information and explanations given to us,
in our opinion, funds raised on short-term basis have not been used for
long-term investment and vice versa.
18. The company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under section
301 of the Companies Act, 1956.
19. The company has not issued any debentures during the year.
Accordingly paragraph 4(xix) of the Order is not applicable.
20. The company has not raised any money by issue of shares to public
during the year. Accordingly paragraph 4(xx) of the Order is not
applicable.
21. According to the information and explanations given to us, no
material fraud on or by the company has been noticed or reported during
the year under audit.
For Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No. 004201S
S. Sridhar
Place : Chennai Partner
Date : May 26, 2012 Membership No. 025504
Mar 31, 2011
1. We have audited the attached consolidated Balance Sheet of TAKE
Solutions Limited ('the company'), and its subsidiaries (collectively
referred as the 'TAKE Group') as at March 31, 2011, the consolidated
Profit and Loss Account and the consolidated Cash Flow Statement for
the year ended on that date, annexed thereto. These consolidated
financial statements are the responsibility of the company's management
and have been prepared by the management on the basis of separate
financial statements and other financial information regarding
components. Our responsibility is to express an opinion on these
consolidated 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 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 (`the
Order') issued by the Central Government of India in terms of sub
section (4A) of section 227 of the Companies Act, 1956 (`the Act') , we
enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said order.
Further to our comments in the Annexure referred to above, we report
that:
a) We have obtained all the information and explanations, which, to the
best of our knowledge and belief, were necessary for the 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 appears from our examination of
those books;
c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account of the Company;
d) In our opinion, the Balance Sheet, the Profit & Loss Account & 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;
e) On the basis of written representation received from the directors
as on March 31, 2011 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on March 31, 2011
from being appointed as a director in terms of Section 274 (1) (g) of
the Companies Act 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet, Profit and Loss
Account & Cash Flow Statement read with Schedules and Notes thereon,
give the information required by the Companies Act, 1956, in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) in the case of the Balance Sheet of the Company, of the State of
affairs of the Company as at 31st March 2011;
(ii) in the case of the Profit and Loss Account, of the Profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure to the Auditors' Report:
The Annexure referred to in the auditorsà report to the members of TAKE
Solutions Limited (the company) for the year ended March 31, 2011. We
report that:
1. a) The Company has maintained proper records showing
full particulars including quantitative details and situation of fixed
assets.
b) The assets have been physically verified by the management at
periodic intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such verification.
c) The Company has not disposed off substantial part of its fixed
assets, which will affect the going concern status of the Company.
2. a) The Stock of traded goods of the Company has been
physically verified at periodic intervals during the year by the
management. In our opinion, the frequency of such verification is
adequate.
b) In our opinion, and according to the information and explanations
given to us, the procedures for physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion, the company has maintained proper records of
inventory. The discrepancies noticed between the physical stocks as
verified and the book records were not material and have been properly
dealt with in the books of account.
3. (a) During the year, the Company has not given any loans,
secured or unsecured to companies, firms and other parties covered in
the register maintained under Section 301 of the Act. At the year end,
the amount outstanding against the loans granted to two body coporates
aggregated to Rs. 233.86 millions. The maximum balance outstanding
during the year was Rs. 233.86 millions.
(b) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie not prejudicial to the interests of
the Company.
(c) In the case of loan granted of Rs. 7.61 Mn to the body corporate
listed in the register maintained under Section 301 of the Act, the
terms of arrangement do not stipulate any repayment schedule and the
loan is repayable on demand along with the interest due. In the case of
loan granted of Rs. 226.25 Mn to the other body corporate listed in the
register maintained under Section 301 of the Act, the terms of
arrangement stipulate repayment schedule, however, the due date for
repayment of principal along with interest due has not fallen during
the financial year. Accordingly, paragraph 4(iii)(c) of the Order is
not applicable to the Company in respect of repayment of the principal
amount.
(d) There are no overdue amounts and hence the provisions of sub clause
(d) of clause 4(iii) of CARO are not applicable to the Company.
(e) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956. Therefore, the provisions
of sub clauses (e), (f) and (g) of clause 4(iii) of CARO are not
applicable to the Company.
4. 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 with regard
to purchase of inventory and fixed assets and for the sale of goods and
services. During the course of audit, no major weakness has been
noticed in the internal control system.
5. a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in section 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 and
arrangements referred to in 5(a) above and exceeding the value of Rs.5
lakhs with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
6. The Company has not accepted any deposits from the public.
Accordingly, paragraph 4(vi) of the Order is not applicable.
7. The Company has adequate internal audit system, commensurate with
the size and nature of the business.
8. Maintenance of cost records has not been prescribed for the Company
by the Central Government under section 209(1) (d) of the Companies Act
1956 for any of the services rendered by the Company. Accordingly,
paragraph 4(viii) of the Order is not applicable.
9. a) According to the information and explanations given to us
and on the basis of our examination of the records of the company,
amounts deducted /accrued in the books of account in respect of
undisputed statutory dues including Provident Fund, Employeesà State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty
and other material statutory dues have been regularly deposited during
the year by the company with the appropriate authorities. As explained
to us, the Company did not have any dues on account of Investor
Education and Protection Fund and Excise duty.
b) Further, since the Central Government has till date not prescribed
the amount of cess payable under section 441A of the Companies Act,
1956, we are not in a position to comment upon the regularity or
otherwise of the Company in depositing the same.
c) According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, EmployeesÃ
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Cess and other material statutory dues were in arrears as
at March 31, 2011 for the period of more than six months from the day
they became payable.
d) According to the information and explanations given to us, there are
no dues of Sales Tax, Wealth Tax, Service Tax, Customs duty and Cess,
which have not been deposited with the appropriate authorities on
account of any dispute except Income Tax which is given below:
Demand from Income tax authorities for payment of additional tax of Rs.
99.58 lacs (net of amount paid to statutory authorities to the extent
of Rs. 80.81 lacs) has been received upon completion of their tax
review for the assessment year 2006 07. Also, Demand for payment of
additional tax of Rs. 179.18 lacs has been received upon completion of
their tax review for the assessment year 2007 08. Similarly, demand for
payment of additional tax of Rs.186.67 lacs has been received upon
completion of tax review for the assessment year 2008 09. For all the
above mentioned Assessment Years, the matter is pending before the
Commissioner of Income tax (Appeals), Chennai.
10. The Financial statements of the Company as on 31st March 2011 do
not show any accumulated losses. The Company has not incurred any cash
losses during the financial year covered by our audit and in the
immediate preceding financial year. Accordingly, paragraph 4(x) of the
Order is not applicable.
11. According to the records of the Company examined by us and the
information and explanations given to us by the management, the Company
has not defaulted in repayment of dues with respect to loans taken from
any financial institutions and banks as at Balance Sheet date.
12. Based on our examination and according to the information and
explanations given to us, the company has not granted loans and
advances based on security by way of pledge of shares, debentures and
other securities. Accordingly, paragraph 4(xii) of the Order is not
applicable.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund/ nidhi/ mutual benefit
fund/society/. Accordingly, paragraph 4(xiii) of the Order is not
applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, paragraph 4(xiv) of the Order is not
applicable.
15. According to the information and explanations given to us, the
Company has given corporate guarantee for loans taken by its
subsidiaries from banks to the tune of Rs. 1,196 Millions and the terms
and conditions whereof are not prejudicial to the interest of the
company.
16. The company has taken term loan from bank and has applied the same
for the purpose for which the Loan was taken.
17. On the basis of our examination of the Balance Sheet of the
Company and according to the information and explanations given to us,
in our opinion, funds raised on short term basis have not been used for
long term investment and vice versa.
18. The company has not allotted any shares on preferential basis to
Companies / firms / parties covered in the Register maintained under
section 301 of the Companies Act, 1956. Accordingly paragraph 4(xviii)
of the Order is not applicable.
19. The company has not issued any secured debentures. Accordingly
paragraph 4(xix) of the Order is not applicable.
20. The Company has not raised any money by public issues during the
year. Accordingly, paragraph 4(xx) of the Order is not applicable.
21. 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 Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No.004201S
S. Sridhar
Partner
Membership No. 25504
Place : Chennai
Date : May 27, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of TAKE Solutions Limited
(the company) as at 31st March 2010 and the Profit & Loss Account and
the cash flow statement of the Company 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 auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 (the Act),
we enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said order.
Further to our comments in the Annexure referred to above, we report
that:
a) We have obtained all the information and explanations, which, to the
best of our knowledge and belief, were necessary for the 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 appears from our examination of
those books and proper returns adequate for the purpose of our audit
have been received from the branches not visited by us.
c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account of the Company and the returns from the overseas branch.
d) In our opinion, the Balance Sheet, the Profit & Loss Account & 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;
e) On the basis of written representation received from the directors
as on March 31, 2010 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on March 31, 2010
from being appointed as a director in terms of Section 274 (1)(g) of
the Companies Act 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet, Profit and Loss
Account & Cash Flow Statement read with Schedules and Notes thereon,
give the information required by the Companies Act, 1956, in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) in the case of the Balance Sheet of the Company, of the State of
affairs of the Company as at 31st March 2010;
(ii) in the case of the Profit and Loss Account, of the Profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure to the Auditors Report:
The Annexure referred to in the auditors report to the members of TAKE
Solutions Limited (the company) for the year ended March 31, 2010. We
report that:
1. a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b) The assets have been physically verified by the management at
periodic intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such verification.
c) The Company has not disposed off substantial part of its fixed
assets, which will affect the going concern status of the Company.
2. a) The Stock of traded goods of the Company has
been physically verified at periodic intervals during the year by the
management. In our opinion, the frequency of such verification is
adequate.
b) In our opinion, and according to the information and explanations
given to us, the procedures for physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) In our opinion, the company has maintained proper records of
inventory. The discrepancies noticed between the physical stocks as
verified and the book records were not material and have been properly
dealt with in the books of account.
3. (a) The Company has not granted any loans, secured
or unsecured from companies, firms or parties covered in the register
maintained under Section 301 of the Act. Accordingly, paragraphs
4(iii)(a) to 4(iii)(d) of the Order are not applicable.
(b) The Company has not taken any loans, secured or unsecured from
companies, firms or parties covered in the register maintained under
Section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g)
of the Order are not applicable.
4. 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 with regard
to purchase of inventory and fixed assets and for the sale of goods and
services. During the course of audit, no major weakness has been
noticed in the internal control system.
5. In our opinion and according to the information and explanations
given to us, there is no transaction that needs to be entered in the
register maintained in pursuance of Section 301 of the Companies Act,
1956 during the year under audit. Accordingly, paragraph 4(v) of the
Order is not applicable.
6. The Company has not accepted any deposits from the public.
Accordingly, paragraph 4(vi) of the Order is not applicable.
7. The Company has adequate internal audit system, commensurate with
the size and nature of the business.
8. Maintenance of cost records has not been prescribed for the Company
by the Central Government under section 209(1) (d) of the Companies Act
1956 for any of the services rendered by the Company. Accordingly,
paragraph 4(viii) of the Order is not applicable.
9. a) According to the information and explanations
given to us and on the basis of our examination of the records of the
company, amounts deducted /accrued in the books of account in respect
of undisputed statutory dues including Provident Fund, Employees State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty
and other material statutory dues have been regularly deposited during
the year by the company with the appropriate authorities. As explained
to us, the Company did not have any dues on account of Investor
Education and Protection Fund and Excise duty.
b) Further, since the Central Government has till date not prescribed
the amount of cess payable under section 441A of the Companies Act,
1956, we are not in a position to comment upon the regularity or
otherwise of the Company in depositing the same.
c) According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Employees
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Cess and other material statutory dues were in arrears as
at March 31, 2010 for the period of more than six months from the day
they became payable.
d) According to the information and explanations given to us, there are
no dues of Sales Tax, Wealth Tax, Service Tax, Customs duty and Cess,
which have not been deposited with the appropriate authorities on
account of any dispute except Income Tax which is given below:
Demand from Income tax authorities for payment of additional tax of Rs.
99.58 lacs (net of amount paid to statutory authorities to the extent
of Rs. 80.81 lacs) has been received upon completion of their tax
review for the assessment year 2006-07. Also, Demand for payment of
additional tax of Rs. 179.18 lacs has been received upon completion of
their tax review for the assessment year 2007-08. The matter is pending
before the Commissioner of Income tax (Appeals), Chennai.
10. The Financial statements of the Company as on 31st March 2010 do
not show any accumulated losses. The Company has not incurred any cash
losses during the financial year covered by our audit and in the
immediate preceding financial year. Accordingly, paragraph 4(x) of the
Order is not applicable.
11. According to the records of the Company examined by us and the
information and explanations given to us by the management, the Company
has not defaulted in repayment of dues with respect to loans taken from
any financial institutions and banks as at Balance Sheet date.
12. Based on our examination and according to the information and
explanations given to us, the company has not granted loans and
advances based on security by way of pledge of shares, debentures and
other securities. Accordingly, paragraph 4(xii) of the Order is not
applicable.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund/ nidhi/ mutual benefit
fund/society Accordingly, paragraph 4(xiii) of the Order is not
applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Accordingly, paragraph 4(xiv) of the Order is not
applicable.
15. According to the information and explanations given to us, the
Company has given corporate guarantee for loans taken by one of its
subsidiaries from banks to the tune of Rs. 20 Millions and the terms
and conditions whereof are not prejudicial to the interest of the
company.
16. The company has taken term loan from bank and has applied the same
for the purpose for which the Loan was taken.
17. On the basis of our examination of the Balance Sheet of the
Company and according to the information and explanations given to us,
in our opinion, funds raised on short-term basis have not been used for
long-term investment and vice versa.
18. The company has not allotted any shares on preferential basis to
Companies / firms / parties covered in the Register maintained under
section 301 of the Companies Act, 1956. Accordingly paragraph 4(xviii)
of the Order is not applicable.
19. The company has not issued any secured debentures. Accordingly
paragraph 4(xix) of the Order is not applicable.
20. The Company has not raised any money by public issues during the
year. Accordingly, paragraph 4(xx) of the Order is not applicable.
21. 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 Sundar Srini & Sridhar
Chartered Accountants
Firm Registration No: 004201S
S. Sridhar
Partner
Membership No. 25504
Place : Chennai
Date : May 21, 2010