Mar 31, 2014
1. Report on the Financial Statements
We have audited the accompanying financial statements of TECPRO SYSTEMS
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31,2014, and 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.
2. 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 Section 211 (3C) of the
Companies Act,1956 (the "Act") (which continue to be applicable in
respect of Section 133 of the Companies Act, 2013 in terms of General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs) and in accordance with the accounting principles generally
accepted in India. 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.
3. 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.
4. Basis for Qualified Opinion
1. We refer to Note No. 32- regarding possible diminution in value of
certain investments aggregating to Rs. 999.18 lakhs which has not been
recognished in the statement of Profit and Loss for the year. The
Statutory Auditors of one of the subsidiaries-Tecpro Systems
(Singapore) Pte Limited (carrying value of Investment Rs.853.97 lakhs)
has qualified the financial statements for the year ended March 31,2014
with regard to the going concern assumption adopted by the said
subsidiary. The diminution in value of the said investment has not
been provided for. Further, possible dimunition on other non-current
investments of the company has also not , been reckoned in the
statement of Profit and Loss for the year, based on assessments of the
Company which is dependent on the achievement of certain projections by
the said entities.
The attached financial statements do not include any adjustments that
might result had the above uncertainties been known.
5. Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effect of the matters
described in the Basis for Qualified Opinion paragraph, the financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2014;
b) in the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
6. Emphasis of Matter We draw attention to
a) Note No.30(i) regarding assumption of going concern based on
Company''s proposal for restructuring of debt which has been admitted by
the CDR empowered group for Corporate Debt Restructuring.
b) Note No.30 (iii) regarding a sum of Rs.3,942.68.lakhs recognized as
interest income arising from delayed payments made by certain customers
pending confirmation from the said customers.
c) Note 30 (ii) and (iii) regarding certain debts considered realizable
based on management''s representation regarding continuous steps /
engagement with the customers for realisation of dues and
adjustments,if any, arising out of circularization of balances of
Debtors/ Vendors as detailed in Note 30 (iv) and providing for
liquidated damages as detailed in Note 30 (v)
d) Note 38 regarding payment of remuneration to a managerial person
being in excess of the limits specified by the relevant provisions of
Companies Act 1956 by Rs.51.94 lakhs in respect of which the Company
will seek approval of the shareholders and the Central Government.
Our opinion is not qualified in respect of the above matters.
7. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the 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 Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) except for the effect of the matters described in the Basis for
Qualified Opinion paragraph, in our opinion, the Balance Sheet, the
Statement of Profit and Loss, and the Cash Flow Statement comply with
the Accounting Standards referred to in Section 211 (3C) of the Act
(which continue to be applicable in respect of Section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013 dated 13
September 2013 of the Ministry of Corporate Affairs).
e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Re: TECPRO SYSTEMS LIMITED
Referred to in paragraph 7 under''Report on Other Legal and Regulatory
Requirements''section of our report of even date
In our opinion and on the basis of such checks as we considered
appropriate, and according to the information and explanations given to
us, the nature of the Company''s business/ activities/ results during
the year are such that clauses (iii)(e),(iii)(f),(iii) (g), (vi),
(xii),(xiii), (xiv), (xviii),(xix) and (xx) of paragraph 4 of the Order
are not applicable to the Company. Further, in respect of other
clauses, on the basis of such checks as we considered appropriate, we
report that:
1. In respect of its fixed assets:
(i) the Company is maintaining proper records showing full particulars
including quantitative details and situation of fixed assets.
(ii) the fixed assets were not physically verified by the Management
during the year and hence we are unable to comment on the
discrepancies, if any, noticed.
(iii) substantial part of the fixed assets were not disposed off during
the year, in our opinion, and hence the going concern status of the
Company is not affected.
2. In respect of its inventories:
(i) the inventories have been physically verified during the year by
the Management at the year end.
(ii) we were not able to observe the physical verification of such
inventory but based on information and explanations given by
Management, the procedures of physical verification of the inventory
followed appear reasonable and adequate in relation to the size of the
Company and the nature of its business.
(iii) in our opinion and according to the information and explanations
given to us, the Company is generally maintaining proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. (a) On the basis of our examination of the books of account and as
per information and explanations given to us, the Company has during
the year given interest-free unsecured Trade Advance (not being a loan)
to a party covered in the register maintained under section 301 of the
Companies Act, 1956. The maximum amount outstanding during the year was
Rs.800.35 lakhs and the balance due from such party as at the end of
the year was Rs.713.24 lakhs. The said Trade Advance is being repaid
regularly.There are no other amounts granted as loans or advance to any
other party covered in the register maintained under section 301 of the
Companies Act, 1956.
(b) In our opinion the other terms and conditions of such loans are not
prima-facie prejudicial to the interests of the Company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control system
commensurate with the size of the Company and the nature of its
business, for the purchase of inventories at factory and fixed assets,
for payment of expenses and for sale of goods and services. With regard
to internal control system for purchase of inventories for delivery at
site, the same needs to be strengthened. Further, on the basis of our
examination of the books and records of the Company, we have neither
come across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.
5. In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
a) the particulars of contracts or arrangements referred to in Section
301 of the Act that needed to be entered into the register, maintained
under the said section have been so entered.
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 (a) above and exceeding the value of Rs. 5
lakh 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 except for (i) sale of certain goods which are for the
specialised requirements of the buyer and for which suitable
alternative sources are not available to obtain comparable quotations
and
(ii) purchases of certain goods and services which are for the
specialised requirements of the Company and for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
6. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
7. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government of India under Section 209(1 )(d)
of the Act and are of the opinion that, prima fade, the prescribed
accounts and cost records have been made and maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
8. According to the Information and explanations given to us and the
books of account examined by us, In respect of statutory dues:
(I) the Company Is not regular In depositing undisputed statutory dues
Including provident fund, investor education and protection fund,
employees'' state insurance, Income tax, sales tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues,
as applicable, with the appropriate authorities during the year.
(ii) the undisputed amounts payable in respect of such statutory dues
outstanding as at March 31, 2014 for a period of more than six months
from the date they became payable are as under:
(Rs. in Lakhs)
S. Nature of Dues Amount
No.
1. Central Sales Tax 24,10
2. Provident Fund 54,88
3. Works Contract Tax 377.19
4 Tax Deducted at Source/Tax 742.63
Collected at Source
5. Customs Duty 3.54
6. Value Added Tax 557,96
7. Service Tax 1134.04
8. Entry Tax 3.05
9. Wealth Tax 1.55
(III) there are no dues of wealth-tax and customs duty which have not
been deposited on account of any dispute. Details of dues towards
income tax, sales tax, service tax, excise duty and cess that have not
been deposited as at March 31,2014 on account of disputes are as stated
below.
Name of the Statute Nature of Amount (Rs.
dues In Lakhs)
Central Sales tax Sales tax 124.06
Act, 1956 49.51
Central Sales tax Sales tax 5.81
Act, 1956 20.25
West Bengal Sales Sales tax 14.04
Tax Act, 1994
Central Sales Tax Sales tax 37.08
Act, 1956 185,04
West Bengal Sales Sales tax 13.37
Tax Act, 1994
Central Sales Tax Sales tax 1.70
Act, 1956
Central Sales Tax Sales tax 27.21
Act, 1956
Chapter V of the Service 65.36
Finance Act, 1994 Tax
Central Sales tax Sales tax 13.41
Act, 1956
Central Sales tax Sales tax 4.54
Act, 1956
Central Sales tax Sales tax 5.48
Act, 1956
Central Sales tax Sales tax 1.14
Act, 1956
Central Sales Tax Sales tax 189.92
Act, 1956
Rajasthan Tax on Entry Tax 204.08
Entry of Goods
into Local Areas
Act, 1999
West Bengal Sales tax 48.92
Value Added Tax
Act, 2003
Rajasthan Tax on Entry Tax 116.59
Entry of Goods
into Local Areas
Act, 1999
Rajasthan Tax on Entry Tax 164.89
Entry of Goods
into Local Areas
Act, 1999
Income Tax Act,1961 Income tax 2,642,77
Income Tax Act,1961 Income tax 2,372.05
Name of the Statute Period to which Forum where dispute is pending
amount relates
Central Sales tax 1 April 2001 to Joint Commissioner of Sales
Act, 1956 31 March 2002 tax (Appeals), Pune
1 April 2002 to Joint Commissioner of Sales
31 March 2003 tax (Appeals), Pune
Central Sales tax 1 April 2001 to Commercial tax Officer,
Act, 1956 31 March 2002 Lucknow
1 April 2000 to Commercial tax Officer,
31 March 2001 Lucknow
West Bengal Sales 1 April 2005 to West Bengal Commercial Taxes
Tax Act, 1994 31 March 2006 Appellate and Revlsional
board, Kolkata
Central Sales Tax 1 April 2005 to West Bengal Commercial Taxes
Act, 1956 31 March 2006 Appellate and Revisional
board, Kolkata
1 April 2006 to West Bengal Commercial Taxes
31 March 2007 Appellate and Revlsional
board, Kolkata
West Bengal Sales 1 April 2003 to Sales tax Officer Commercial
Tax Act, 1994 31 March 2004 Taxes, West Bengal
Central Sales Tax 1 April 2003 to Sales tax Officer Commercial
Act, 1956 31 March 2004 Taxes, West Bengal
Central Sales Tax 1 April 2003 to Joint Commissioner, Sales tax
Act, 1956 31 March 2004 (Appeals) II, Mumbai
Chapter V of the 1 July 2003 to Additional Commissioner of
Finance Act, 1994 31 May 2007 Excise
Central Sales tax 1 April 2004 to Joint Commissioner of Sales
Act, 1956 31 March 2005 Tax, Pune
Central Sales tax 1 April 2008 to Joint Commissioner Trade Tax,
Act, 1956 31 March 2009 Bikaner
Central Sales tax 1 April 2008 to West Bengal Commercial Taxes
Act, 1956 31 March 2009 Appellate and Revlsional Board
Central Sales tax 1 April 2007 to Dy. Commissioner Commercial
Act, 1956 31 March 2008 Tax, Bhawanipore Charge,
Kolkata
Central Sales Tax 1 April 2009 to Rajasthan Tax Board, Ajmer
Act, 1956 31 March 2010
Rajasthan Tax on 1 April 2006 to Rajasthan High Court
Entry of Goods 31 March 2009
into Local Areas
Act, 1999
West Bengal 1 April 2009 to West Bengal Commercial Taxes
Value Added Tax 31 March 2010 Appellate and Revisional Board
Act, 2003
Rajasthan Tax on 1 April 2009 to Rajasthan High Court
Entry of Goods 31 March 2010
into Local Areas
Act, 1999
Rajasthan Tax on 1 April 2010 to Rajasthan High Court
Entry of Goods 31 March 2011
into Local Areas
Act, 1999
Income Tax Act,1961 Asst. Commissioner of Income tax
Year 2011-12 (Appeals)
Income Tax Act,1961 Asst. Commissioner of Income tax
Year 2012-13 (Appeals)
9. The Company does not have any accumulated losses as at March 31,
2014. It has incurred cash losses in the financial year ended on that
date but not in the Immediately preceding financial year.
10. In our opinion, the Company has defaulted in repayment of dues to
financial Institutions and banks as under:
Rs. In Lakhs
S. Dues to Amount Nature of
No. Involved Dues
1. DBS Bank(DBS) Bill discounting 277.00 Principal
DBS-ECB Loan 480.80 Principal
77.20 Interest
DBS Short Term Loan 27,414.90 Principal
1,193.82 Interest
DBS - Long Term Loan 615.00 Principal
250.87 Interest
Corporate Guarantee 6009.98 Principal
113.19 Interest
2. Axis Bank (LC Devolved) 99.89 Principal
0.66 Interest
3. ICICI Bank (LC) 3546.80 Principal
16.22 Interest
4. Standard Chartered Bank 14725.00 Principal
Packing Credit
Standard Chartered Bank-Bill 675.00 Principal
Discount
Standard chartered bank-PCFC 2180.00 Principal
1917,00 Principal
5. RIICO LTD -Term Loan 386.55 Interest
6. Kotak Mahindra Prime Ltd 58.30 Principal
3.28 Interest
Rs. In Lakhs
S. Dues to Period of default upto
No. March 31,2014
1. DBS Bank(DBS) Bill discounting From 34-64 days
DBS-ECB Loan 104 days
104 days
DBS Short Term Loan From 30- 160 days
From 30 - 160 days
DBS - Long Term Loan 180 Days-365 days
180 Days-365 days
Corporate Guarantee Less than 30 days
Less Than 30 days
2. Axis Bank (LC Devolved) From 90 days to 180 days
3. ICICI Bank (LC) Less than 90 days
Less than 90 days
4. Standard Chartered Bank More than 180 days
Packing Credit
Standard Chartered Bank-Bill More than 180 days
Discount
Standard chartered bank-PCFC Less than 90 days
From 90 to 180 days
5. RIICO LTD -Term Loan From 30 to 270 days
6. Kotak Mahindra Prime Ltd From 30 to 60 days
There are no debenture holders in the Company,
11. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial
institutions, are not, prima fade, prejudicial to the interest of the
Company.
12. In our opinion and according to the Information and explanations
given to us, out of the term loan of Rs.3,000 lakhs availed by the
Company during the year, only Rs. 1,288.83 lakhs were applied for the
purpose for which they were obtained.
13. According to the information and explanations given to us and on
an overall examination of the financial statements of the Company, we
report that the company has, prima fade, utilised short term funds
raised during the year for purchase of fixed assets to the extent of Rs
2,422.65 lakhs.
14. To the best of our knowledge and belief, and according to the
Information and explanations given to us, and considering the size and
nature of the Company''s operations, no fraud of material significance
on or by the Company has been noticed or reported during the year.
For M.S. Krishnaswaml & Rajan
Chartered Accountants
Firm Registration. No. 01554S
Sd/-
M.S. Murali
Place: Chennai Partner
Date : June 9,2014 Membership No.: 026453
Mar 31, 2013
1. Report on the Financial Statements
We have audited the accompanying fnancial statements of Tecpro Systems
Limited ("the Company"), which comprise the Balance Sheet as at 31
March 2013 and the Statement of Proft and Loss and the Cash Flow
Statement for the year then ended, and a summary of signifcant
accounting policies and other explanatory information.
2. Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows 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 controls
relevant to the preparation and presentation of the fnancial statements
that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
3. Auditors'' Responsibility
Our responsibility is to express an opinion on these fnancial
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 fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal controls relevant to the Company''s preparation and
fair presentation of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for our audit opinion.
4. Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the fnancial 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 afairs of the
Company as at 31 March 2013;
(b) in the case of the Statement of Proft and Loss, of the proft for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.
5. Report on Other Legal and Regulatory Requirements
(i) As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specifed in paragraphs 4 and 5 of the Order.
(ii) As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Proft 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 Proft 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; and
e. on the basis of written representations received from the directors
as on 31 March 2013, and taken on record by the Board of Directors,
none of the directors is disqualifed as on 31 March 2013 from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act, 1956.
Annexure referred to in paragraph 5 of the Independent Auditors'' Report
to the Members of Tecpro Systems Limited on the accounts for the year
ended 31 March, 2013.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fxed
assets.
(b) According to the information and explanations given to us, the
Company has physically verifed its fxed assets during the year. In our
opinion, this periodicity of physical verifcation is reasonable having
regard to the size of the Company and the nature of its assets. As
informed to us no material discrepancies were noticed on such
verifcation.
(c) The fxed assets disposed of during the year were not substantial,
and therefore, do not afect the going concern assumption.
(ii) (a) Inventories, except goods-in-transit and stocks lying with
third parties, have been physically verifed by the management during
the year. In our opinion, the frequency of such verifcation is
reasonable. For stocks lying with third parties, confrmations have been
obtained.
(b) In our opinion, the procedures for the physical verification of
inventories and of seeking confrmation for stocks lying with third
parties and project sites 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 is maintaining proper records of
inventory. As informed to us, the discrepancies noticed on verifcation
between the physical stocks and the book records were not material and
have been properly dealt with in the books of accounts.
(iii) According to the information and explanations given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to or from companies, frms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly,
paras 4 (iii) (b) to (g) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of inventories and fxed assets are for the Company''s
specialised requirements and similarly goods sold and services rendered
are for the specialised requirements of the buyers and suitable
alternative sources are not available to obtain comparable quotations,
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 inventories and fxed assets and with regard to the sale of goods and
services. Further, on the basis of our examination and according to the
information and explanations given to us, we have neither come across
nor have been informed of any instances of major weaknesses in the
aforesaid 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 Companies Act, 1956 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 (a) above and exceeding the value of Rs. 5
lakh 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 except for (i) sale of certain goods which are for the
specialised requirements of the buyer and for which suitable
alternative sources are not available to obtain comparable quotations
and (ii) purchases of certain goods and services which are for the
specialised requirements of the Company and for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government, the maintenance of cost records has been prescribed
under section 209(1)(d) of the Companies Act, 1956 and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of such records with a view to determine whether they are
accurate or complete.
(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, Employees'' State Insurance,
Income-tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty, Cess and other material statutory dues have generally been
regularly deposited during the year by the Company with the appropriate
authorities, however, there were delays in depositing undisputed
service tax dues, provident fund dues, employees'' state insurance dues
and income tax dues during the year. As explained to us, the Company
did not have any dues on account of Investor Education and Protection
Fund.
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, Excise duty, Cess and other material statutory dues were
in arrears as at 31 March 2013 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 dues in respect of Wealth tax, Excise duty, Customs duty and
Cess which have not been deposited with the appropriate authorities on
account of any dispute. According to the information and explanations
given to us, the following dues of Income tax, Sales tax and Service
tax have not been deposited by the Company on account of disputes:
Name of the
Statute Nature of Amount* (Rs.) Period to which
dues amount relates
Central
Sales tax Act, Sales tax 12,406,839 1 April 2001 to
1956 31 March 2002
4,951,545 1 April 2002 to
31 March 2003
Central
Sales tax Act, Sales tax 581,000 1 April 2001 to
1956 31 March 2002
2,025,000 1 April 2000 to
31 March 2001
West Bengal
Sales Tax Sales tax 1,404,585 1 April 2005 to
Act, 1994 31 March 2006
Central Sales
Tax Act, Sales tax 3,708,448 1 April 2005 to
1956 31 March 2006
18,504,809 1 April 2006 to
31 March 2007
West Bengal
Sales Tax Sales tax 1,337,178 1 April 2003 to
Act, 1994 31 March 2004
Central
Sales Tax Act, Sales tax 170,121 1 April 2003 to
1956 31 March 2004
Central Sales
Tax Act, Sales tax 2,721,156 1 April 2003 to
1956 31 March 2004
Chapter V of
the Finance Service 6,536,536 1 July 2003 to
Act, 1994 tax 31 May 2007
Central Sales
tax Act, Sales tax 1,341,770 1 April 2004 to
1956 31 March 2005
Central Sales
tax Act, Sales tax 454,780 1 April 2008 to
1956 31 March 2009
Central Sales
tax Act, Sales tax 548,349 1 April 2008 to
1956 31 March 2009
Central Sales
tax Act, Sales tax 114,974 1 April 2007 to
1956 31 March 2008
Central Sales
Tax Act, Sales tax 18,992,924 1 April 2009 to
1956 31 March 2010
Rajasthan
Tax on Entry of Entry Tax 20,408,275 1 April 2006 to
Goods into
Local Areas 31 March 2009
Act, 1999
West Bengal
Value Sales tax 4,892,432 1 April 2009 to
Added Tax
Act, 2003 31 March 2010
Rajasthan
Tax on Entry Entry Tax 11,659,019 1 April 2009 to
of Goods into
Local 31 March 2010
Areas Act, 1999
Rajasthan Tax
on Entry Entry Tax 16,489,477 1 April 2010 to
of Goods
into Local 31 March 2011
Areas Act, 1999
Name Forum where dispute is pending
Central
Sales tax Act, Joint Commissioner of Sales tax (Appeals),
Pune
Central
Sales tax Act, Joint Commissioner of Sales tax (Appeals),
Pune
Central
Sales tax Act, Commercial tax Ofcer, Lucknow
Commercial tax Ofcer, Lucknow
Central
Sales tax Act, West Bengal Commercial Taxes Appellate
and Revisional board, Kolkata
West Bengal Commercial Taxes Appellate
and Revisional board, Kolkata
Central
Sales tax Act, West Bengal Commercial Taxes Appellate
and Revisional board, Kolkata
Sales tax Ofcer Commercial Taxes, West
Bengal
Central
Sales tax Act, Sales tax Ofcer Commercial Taxes, West
Bengal
Joint Commissioner, Sales tax (Appeals) II,
Mumbai
Central
Sales tax Act, Additional Commissioner of Excise
Joint Commissioner of Sales Tax, Pune
Central
Sales tax Act, Joint Commissioner Trade Tax, Bikaner
Central
Sales tax Act, West Bengal Commercial Taxes Appellate
and Revisional Board
Central
Sales tax Act, Dy. Commissioner Commercial Tax,
Bhawanipore Charge, Kolkata Rajasthan
Tax Board, Ajmer
Central
Sales tax Act, Rajasthan High Court
West Bengal Commercial Taxes Appellate
and Revisional Board Rajasthan High Court
Rajasthan High Court
*Net of taxes paid Rs. 26,450,431
(x) The Company does not have any accumulated losses at the end of the
fnancial year and has not incurred cash losses in the fnancial year and
in the immediately preceding fnancial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any fnancial institutions, except in respect of dues
mentioned in table below.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual beneft
fund/ society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or fnancial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the term loans taken by the Company have been applied for
the purpose for which they were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to
frms/parties/ companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For B S R & Co.
Chartered Accountants
Firm registration number: 101248W
Sd/-
Jiten Chopra
Place: Gurgaon Partner
Date: 30 May 2013 Membership No.: 092894
Mar 31, 2012
We have audited the attached Balance Sheet of Tecpro Systems Limited
("the Company") as at 31 March 2012, the Statement of Profit and Loss
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 Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
As required by the Companies (Auditor's Report) Order, 2003 ('the
Order'), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure, a statement on the matters specified in paragraphs 4
and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
that:
(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 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 Balance Sheet, the 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, to the extent applicable;
(e) on the basis of the written representations received from the
Directors, as on 31 March 2012 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 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;
(f) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2012;
(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.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fixed
assets.
(b) According to the information and explanations given to us, the
Company has physically verified its fixed assets during the year. In
our opinion, this periodicity of physical verification is reasonable
having regard to the size of the Company and the nature of its assets.
As informed to us no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year were not substantial,
and therefore, do not affect the going concern assumption.
(ii) (a) Inventories, except goods-in-transit and stocks lying with
third parties, have been physically verified by the management during
the year. In our opinion, the frequency of such verification is
reasonable. For stocks lying with third parties, confirmations have
been obtained.
(b) In our opinion, the procedures for the physical verification of
inventories and of seeking confirmation for stocks lying with third
parties and project sites 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 is maintaining proper records of
inventory. As informed to us, the discrepancies noticed on verification
between the physical stocks and the book records were not material and
have been properly dealt with in the books of accounts.
(iii) According to the information and explanations given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to or from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly,
paras 4 (iii) (b) to (g) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Company's
specialised requirements and similarly goods sold and services rendered
are for the specialised requirements of the buyers and suitable
alternative sources are not available to obtain comparable quotations,
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 inventories and fixed assets and with regard to the sale of goods
and services. Further, on the basis of our examination and according to
the information and explanations given to us, we have neither come
across nor have been informed of any instances of major weaknesses in
the aforesaid 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 Companies Act, 1956 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 (a) above and exceeding the value of Rs 5
lakh 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 except for (i) sale of certain goods which are for the
specialised requirements of the buyer and for which suitable
alternative sources are not available to obtain comparable quotations
and (ii) purchases of certain goods and services which are for the
specialised requirements of the Company and for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government, the maintenance of cost records has been prescribed
under section 209(1)(d) of the Companies Act, 1956 and are of the
opinion that, prima facie, the prescribed accounts and records have
been made and maintained. However, we have not made a detailed
examination of such records with a view to determine whether they are
accurate or complete.
(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 Income tax, Provident Fund, Employees' State
Insurance, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty, Cess and other material statutory dues have generally been
regularly deposited during the year by the Company with the appropriate
authorities, except, there were certain instances of delay in
depositing undisputed service tax dues and income tax dues during the
year. As explained to us, the Company did not have any dues on account
of Investor Education and Protection Fund.
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, Excise duty, Cess and other material statutory dues were
in arrears as at 31 March 2012 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 dues in respect of Wealth tax, Excise duty, Customs duty and
Cess which have not been deposited with the appropriate authorities on
account of any dispute. According to the information and explanations
given to us, the following dues of Income tax, Sales tax and Service
tax have not been deposited by the Company on account of disputes:
Name of the
Statute Nature of Amount* Period to
which Forum where
dispute is
dues (Rs.) amount
relates pending
Central Sales
Tax Act, Sales Tax 12,406,839 1 April
2001 to Joint Commissi
oner of Sales
1956 31 March
2002 tax (Appeals),
Pune
4,951,545 1 April
2002 to Joint Commiss
ioner of Sales
31 March
2003 tax (Appeals),
Pune
Central Sales
Tax Act, Sales Tax 581,000 1 April
2001 to Commercial tax
Officer,
1956 31 March
2002 Lucknow
2,025,000 1 April
2000 to Commercial tax
Officer,
31 March
2001 Lucknow
West Bengal
Sales Tax Sales Tax 1,404,585 1 April
2005 to West Bengal
Commercial
Act, 1994 31 March
2006 Taxes Appellate
and Revi-
sional board,
Kolkata
Central Sales
Tax Act, Sales Tax 3,708,448 1 April
2005 to West Bengal
Commercial
1956 31 March
2006 Taxes Appellate
and Revi-
sional board,
Kolkata
18,504,809 1 April
2006 to West Bengal
Commercial
31 March
2007 Taxes Appellate
and Revi-
sional board,
Kolkata
West Bengal
Sales Tax Sales Tax 1,337,178 1 April
2003 to Sales tax
Officer
Commercial
Act, 1994 31 March
2004 Taxes, West
Bengal
Central Sales
Tax Act, Sales Tax 170,121 1 April
2003 to Sales tax
Officer
Commercial
1956 31 March
2004 Taxes, West
Bengal
Central Sales
Tax Act, Sales Tax 2,721,156 1 April
2003 to Joint Commiss
ioner, Sales tax
1956 31 March
2004 (Appeals) II,
Mumbai
Chapter V of
the Finance Service 6,536,536 1 July
2003 to Additional
Commissioner of
Act, 1994 Tax 31 May
2007 Excise
Central Sales Sales Tax 1 April
2004 to Joint Commissi
oner of Sales
Tax Act, 1956 1,341,770 31 March
2005 Tax Pune
Central Sales Sales Tax 1 April
2008 to Joint Commiss
ioner Trade Tax
Tax Act, 1956 454,780 31 March
2009 Bikaner
Central Sales Sales Tax 1 April
2008 to West Bengal
Commercial
Tax Act, 1956 548,549 31 March
2009 Taxes Appellate
and Revi-
sional Board
Central Sales Sales Tax 1 April
2007 to West Bengal
Commercial
Tax Act, 1956 473,588 31 March
2008 Taxes Appellate
and Revi-
sional Board
Central Sales
Tax Act, Sales Tax 18,992,924 1 April
2009 to Rajasthan Tax
Board, Ajmer
1956 31 March
2010
Central Sales
Tax Act, Sales Tax 11,980,347 1 April
2007 to Commercial
Tax Depart-
1956 31 March
2008 ment, Rajasthan
Rajasthan Tax
on Entry of Entry Tax 20,408,275 1 April
2006 to The Supreme
Court of India
Goods into
Local Areas 31 March
2009
Act, 1999
Income Tax Act,
1961 Income 346,677 1 April
2007 to Commissioner
of Income Tax
Tax 31 March
2008 (Appeals),
New Delhi
*Net of taxes paid Rs. 26,091,817
(x) 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.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institutions. The Company did not have any
outstanding debentures or dues to any financial institution or banks
during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual benefit
fund/ society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the term loans taken by the Company have been applied for
the purpose for which they were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to
firms/parties/ companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For B S R & Co.
Chartered Accountants
Registration no. 101248W
Sd/-
Vikram Advani
Place : Chennai Partner
Date : 24 May, 2012 Membership No. 091765
Mar 31, 2011
We have audited the attached Balance Sheet of Tecpro Systems Limited
(Ãthe Company') as at 31 March 2011, the Profit and 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 Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our
audit in accordance with 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 signifcant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As required by the Companies (Auditor's Report) Order, 2003 (Ãthe
Order') issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure, a statement on the matters specifed 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 and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956, to the extent applicable;
(e) on the basis of the written representations received from the
Directors, as on 31 March 2011 and taken on record by the Board of
Directors, we report that none of the directors is disqualifed as on 31
March 2011 from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
(f) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2011;
(ii) in the case of the Profit and Loss Account, of the Profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fxed
assets.
(b) According to the information and explanations given to us, the
Company has physically verifed its fxed assets during the year. In our
opinion, this periodicity of physical verifcation is reasonable having
regard to the size of the Company and the nature of its assets. As
informed to us no material discrepancies were noticed on such
verifcation.
(c) The fxed assets disposed off during the year were not substantial,
and therefore, do not affect the going concern assumption.
(ii) (a) Inventories, except goods-in-transit and stocks lying with
third parties, have been physically verified by the management during
the year. In our opinion, the frequency of such verifcation is
reasonable. For stocks lying with third parties at the year-end,
written confrmations have been obtained.
(b) In our opinion, the procedures for the physical verifcation of
inventories and of seeking confrmation for stocks lying with third
parties 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 is maintaining proper records of
inventory. As informed to us, the discrepancies noticed on verifcation
between the physical stocks and the book records were not material and
have been properly dealt with in the books of accounts.
(iii) (a) The Company has during the year, taken unsecured interest
free loan repayable on demand, from 3 companies and a director (other
party) covered in the register maintained under Section 301 of the
Companies Act, 1956. There are no frms covered in the register
maintained under Section 301 of the Companies Act, 1956. The maximum
loan amount outstanding during the year from the 3 companies was Rs.
46,376,271, Rs. 20,000,000 and Rs. 5,785,134 respectively. The maximum
loan amount outstanding during the year from the director was Rs.
25,000,000. The year end balances of such loans is Rs. Nil. (b) In our
opinion, the rate of interest and other terms and conditions on which
loans have been taken by the Company from a director and 3 companies as
mentioned in (iii)(a) above, are not, prima facie, prejudicial to the
interest of the Company.
(c) As mentioned in para (iii)(a) above, there are no stipulations on
repayment of principal as the interest free loans are repayable on
demand. Hence, we are unable to comment on the regularity of payment of
principal and the over due amount, if any, due to the companies/parties
covered in the register maintained under Section 301 of the Companies
Act, 1956.
(d) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
frms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Company's
specialised requirements and similarly goods sold and services rendered
are for the specialised requirements of the buyers and suitable
alternative sources are not available to obtain comparable quotations,
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 inventories and fxed assets and with regard to the sale of goods and
services. We have not observed any major weakness in the internal
control system during the course of the audit.
(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 Companies Act, 1956 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 (a) above and exceeding the value of Rs 5
lakh 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 except for (i) sale of certain goods which are for the
specialised requirements of the buyer and for which suitable
alternative sources are not available to obtain comparable quotations
and (ii) purchases of certain goods and services which are for the
specialised requirements of the Company and for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
by the Company under Section 209(1)(d) of the Companies Act, 1956.
(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 Income tax, Provident Fund, Employees' State
Insurance, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty, Cess and other material statutory dues have generally been
regularly deposited during the year by the Company with the appropriate
authorities, except, there were certain instances of delay in
depositing undisputed service tax dues, professional tax dues and
income tax dues during the year. As explained to us, the Company did
not have any dues on account of Investor Education and Protection Fund.
There were no dues on account of cess payable under section 441A of the
Companies Act, 1956, since the aforesaid provisions have not yet been
made effective.
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, Excise duty, Cess and other material statutory dues were
in arrears as at 31 March 2011 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 dues in respect of Wealth tax, Excise duty, Customs duty and
Cess which have not been deposited with the appropriate authorities on
account of any dispute. According to the information and explanations
given to us, the following dues of Income tax, Sales tax and Service
tax have not been deposited by the Company on account of disputes:
Name of the
Statute Nature of Amount* Period to which
dues (Rs.) amount relates
Central Sales
tax Act, 1956 Sales tax 12,406,839 1 April 2001 to
31 March 2002
4,951,545 1 April 2002 to
31 March 2003
Central Sales
tax Act, 1956 Sales tax 581,000 1 April 2001 to
31 March 2002
2,025,000 1 April 2000 to
31 March 2001
West Bengal Sales
Tax Act, 1994 Sales tax 1,404,585 1 April 2005 to
31 March 2006
Central Sales
Tax Act, 1956 Sales tax 3,708,448 1 April 2005 to
31 March 2006
18,504,809 1 April 2006 to
31 March 2007
West Bengal Sales
Tax Act, 1994 Sales tax 1,337,178 1 April 2003 to
31 March 2004
Central Sales
Tax Act, 1956 Sales tax 170,121 1 April 2003 to
31 March 2004
Central Sales
Tax Act, 1956 Sales tax 2,721,156 1 April 2003 to
31 March 2004
Central Sales
Tax Act, 1956 Sales tax 20,162,729 1 April 2009 to
31 March 2010
Central Sales
Tax Act, 1956 Sales tax 11,980,347 1 April 2007 to
31 March 2008
Rajasthan Tax on
Entry of Goods
Entry Tax 20,408,275 1 April 2006 to
into Local Areas
Act, 1999 31 March 2009
Income Tax Act,
1961 Income 346,677 1 April 2007 to
tax 31 March 2008
Chapter V of the
Finance Act, Service 8,976,817 1 July 2003 to
1994 tax 31 May 2007
Namer of the Status Forum where dispute is pending
Cental Sales tax Act,1956 Joint Commissioner of Sales tax
(Appeals), Pune
Joint Commissioner of Sales tax
(Appeals), Pune
Central Sales tax Act,1956 Commercial tax Offcer, Lucknow
Commercial tax Offcer, Lucknow
West Bengal Sales Tax Act,1994 West Bengal Commercial Taxes
Appellate and Revisional board,
Kolkata
Central Sales Tax Act,1956 West Bengal Commercial Taxes
Appellate and Revisional board,
Kolkata
West Bengal Commercial Taxes
Appellate and Revisional board,
Kolkata
West Bengal Sales Tax Act,1994 Sales tax Offcer Commercial Taxes,
West Bengal
Central Sales Tax Act,1956 Sales tax Offcer Commercial Taxes,
West Bengal
Central Sales Tax Act,1956 Joint Commissioner, Sales
tax (Appeals) II, Mumbai
Central Sales tax Act,1956 Rajasthan Tax Board, Ajmer
Central Tax Act,1956 Commercial Tax Department,
Rajasthan
Rajasthan Tax on Entry of Goods The Supreme Court of India
into Local Areas Act,1999
Incomer Tax Act,1961 Commissioner of Income Tax
(Appeals), New Delhi
Chapter V of the Finance Act,1994 Additional Commissioner of Excise
(x) 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.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding debentures or dues
to financial institutions during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual Benefit
fund/ society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the term loans taken by the Company have been applied for
the purpose for which they were raised.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to
frms/parties/ companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) We have verifed end use of money raised by public issues as
disclosed in the notes to the financial statements.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For B S R & Co.
Chartered Accountants
Registration no. 101248W
Sd/-
Vikram Advani
Place : Gurgaon Partner
Date : 25 May, 2011 Membership No. 091765
Mar 31, 2010
We have audited the attached Balance Sheet of Tecpro Systems Limited
('the Company') as at 31 March 2010, the Profit and 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 Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. We conducted our
audit in accordance with auditing standards generally accepted in
India. Those Standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion. As
required by the Companies (Auditor's Report) Order, 2003 ('the Order")
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956, we enclose in the Annexure,
a statement on the matters specified in paragraphs 4 and 5 of the said
Order. Further to our comments in the Annexure referred to above, we
report that:
(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 and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards prescribed under the Companies (Accounting
Standards) Rules, 2006 and referred to in sub-section (3C) of Section
211 of the Companies Act, 1956, to the extent applicable;
(e) on the basis of the written representations received from the
Directors, as on 31 March 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 March 2010 from being appointed as a Director in terms of clause (g)
of sub-section (1) of Section 274 of the Companies Act, 1956;
(f) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2010;
(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) According to the information and explanations given to us, the
Company has physically verified its fixed assets during the year. In
our opinion, this periodicity of physical verification is reasonable
having regard to the size of the Company and the nature of its assets.
As informed to us no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the year were not substantial,
and therefore, do not affect the going concern assumption.
(it) (a) Inventories, except goods-in-transit and stocks lying with
third parties, have been physically verified by the management during
the year. In our opinion, the frequency of such verification is
reasonable. For stocks lying with third parties at the year-end,
written confirmations have been obtained.
v) in our option, me procedures rune physical veniicauon of inventories
and of seeking confirmation for stocks lying with third parties
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 is maintaining proper records of
inventory. As informed to us, the discrepancies noticed on verification
between the physical stocks and the book records were not material.
(iii) (a) The Company has during the previous year, granted unsecured
interest bearing loan, repayable on demand, to a company covered under
section 301 of the Companies Act, 1956. The maximum amount outstanding
during the year was Rs.1,324,996 (including interest). The year end
balance of the loan (including interest) is Rs.Nil.
(b) In our opinion, the rate of interest and other terms and conditions
on which loan has been granted by Company to another company covered
under section 301 of the Companies Act, 1956, are not, prima facie,
prejudicial to the interest of the Company.
(c) As mentioned in Para (iii) (a) above, there are no stipulations on
the payment of principal, as the loan is repayable on demand. Hence, we
are unable to comment on the regularity and payment of principal,
interest and overdue amount, if any, outstanding from the company
covered in the register maintained under section 301 of the Companies
Act, 1956,
(d) According to the information and explanations given to us, the
Company has not granted any other loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
(e) The Company has during the year, taken unsecured interest free
loans repayable on demand, from two directors. The maximum loan amounts
outstanding during the year were Rs.7,600,000 and Rs.86,828,000
respectively from the above two directors. The year end balances of the
loans are Rs.Nil respectively from the two directors.
(f) The Company has also taken unsecured interest bearing loans and
interest free loan, repayable on demand, from two companies covered
under section 301 of the Companies Act, 1956. The maximum amount
outstanding during the year (including interest) was Rs.44,798,832
(interest bearing), Rs.88,772,329 (interest bearing) and Rs.
20,000,000 (interest free) respectively. The year end balance of the
interest bearing loan (including interest) is Rs.5,785,134 and for
other loans is Rs,Nil.
(g) In our opinion, the rate of interest and other terms and conditions
on which loans have been taken by the Company from the directors and
other companies as mentioned in (iii) (e) and (iii) (f) respectively,
are not, prima facie, prejudicial to the interest of the Company.
(h) As mentioned in Para (iii)(e) and Para (iii)(f) above, there are no
stipulations on repayment of principal as the loans are repayable on
demand. Hence, we are unable to comment on the regularity of payment of
principal, interest and the over due amount, if any, due to the
companies/ parties covered in the register maintained under section 301
of the Companies Act, 1956.
(i) According to the information and explanations given to æ us, the
Company has not taken any other loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of inventories and fixed assets are for the Company's
specialised requirements and similarly goods sold and services rendered
are for the specialised requirements of the buyers and suitable
alternative sources are not available to obtain comparable quotations,
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 inventories and fixed assets and with regard to the sale of goods
and services. We have not observed any major weakness in the internal
control system during the course of the audit.
(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 Companies Act, 1956 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 (a) above and exceeding the value of Rs 5
lakh 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 except for sale of certain goods which are for the
specialised requirements of the buyer and for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business except operations
of erstwhile Tecpro Ashtech Limited, which amalgamated with the Company
with effect from 1 April 2009, for which no internal audit was carried
out during the current year.
(viii) According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
by the Company under section 209(1 )(d) of the Companies Act, 1956.
(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 Income tax, Provident Fund, Employees' State
Insurance, Sales tax, Wealth tax, Service tax, Customs duty, Excise
duty, Cess and other material statutory dues have generally been
regularly deposited during the year by the Company with the appropriate
authorities, except, there were certain instances of delay in
depositing undisputed advance income tax dues, service tax dues and
sales tax dues during the year. As explained to us, the Company did not
have any dues on account of Investor Education and Protection Fund.
There were no dues on account of cess payable under section 441A of the
Companies Act, 1956, since the aforesaid provisions have not yet been
made effective. 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, Excise duty, Cess and other material statutory dues
were in arrears as at 31 March 2010 for a period of more than six
months from the date they became payable except, Income tax dues
amounting to Rs. 6,425,810 which has been outstanding for a period of
more than six months as at the year end.
(b) According to the information and explanations given to us, there
are no dues in respect of Income-tax, Wealth Tax, Excise duty, Customs
duty and Cess which have not been deposited with the appropriate
authorities on account of any dispute. According to the information and
explanations given to us, the following dues of Sales tax and Service
tax have not been deposited by the Company on account of disputes:
Name of the Nature of
dues Amount Period to which amount
Statute (Rs.) relates
Central Sales
tax Sales tax 12,406,839 1 April 2001 to 31
March 2002
Act, 1956 5 ,201,545 1 April 2002 to 31
March 2003
Central Sales
tax Sales tax 581,000 1 April 2001 to 31
March 2002
Act, 1956 2,025,000 1 April 2000 to 31
March 2001
West Bengal
Sales Sales tax 1,404,585 1 April 2005 to 31
March 2006
Tax Act, 1994
Central Sales
Tax Sales tax 3,708,448 1 April 2005 to 31
March 2006
Act, 1956 18,543,395 1 April 2006 to 31
March 2007
Central Sales
Tax Sales tax 28,333 1 April 2002 to 31
March 2003
Act, 1956
West Bengal
Sales Sales tax 1,337,318 1 April 2003 to 31
March 2004
Tax Act, 1994
Central Sales
Tax Sales tax 170,121 1 April 2003 to 31
March 2004
Act, 1956
Central Sales
Tax Sales tax 3,221,156 1 April 2003 to 31
March 2004
Act, 1956
Chapter V of the Service tax 8,976,817 1 July 2003 to 31
May 2007
Finance Act,
1994
Name of the Statute Forum where dispute is pending
Central Sales Tax Joint Commissioner of Sales tax
Act, 1956 (Appeals), Pune
Joint Commissioner of Sales tax
(Appeals), Pune
Central sales Tax
Act, 1956 Commercial tax Officer, Lucknow
Commercial tax Officer, Lucknow
West Bengal Sales Joint Commissioner Commercial Taxes,
Tax Act, 1994 West Bengal
Central Sales Tax Joint Commissioner Commercial Taxes,
Act, 1956 West Bengal
Joint Commissioner Commercial Taxes,
West Bengal.
Central Sales Tax
Act 1956 Deputy Commissioner Commercial Taxes,
West Bengal
West Bengal Sales Sales tax Officer Commercial Taxes, West
Tax Act, 1994 Bengal
Central Bengal Sales Sales tax Officer Commercial Taxes, West
Tax Act, 1994 Bengal
Central Sales Tax
Act, 1956 Joint Commissioner, Sales tax (Appeals)
II, Mumbai,
Chapter v of the
Finance Act, 1994 Additional Commissioner of Excise
(x) 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.
(xi) In our opinion and according to the information and explanations
given to us, (he Company has not defaulted in repayment of dues to its
bankers. The Company did not have any outstanding debentures or dues to
financial institutions during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual benefit
fund/ society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the term loans taken by the Company have been applied for
the purpose for which they were raised.
(xvii)According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) The Company has made preferential allotment of shares to
parties covered in the register maintained under Section 301 of the
Companies Act, 1956. In our opinion and according to the information
and explanations given to us, read with the agreements entered by the
Company prior to these transactions, the price at which these shares
have been issued by the Company are not prima facie prejudicial to the
interest of the Company.
According to the information and explanations given to us, the Company
has not made any other preferential allotment of shares to
firms/parties/companies (other than above) covered in the register
maintained under Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For B S R & Co.
Chartered Accountants
Registration no. 101248W
Sd/-
Vikram Advani
Place: Gurgaon Partner
Date : 14 July 2010 Membership No. 091765