Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of VAKRANGEE LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including the statement of Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âStandalone Financial Statementsâ).
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income and the Statement of Changes in Equity and Cash Flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. In conducting 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 of the Standalone Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Financial Statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Standalone Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Standalone Financial Statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.
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 March 31, 2018, and its Profits including Other Comprehensive Income and the Statement of Changes in Equity and its Cash Flows for the year ended on that date.
Other Matter
The comparative financial information of the Company for the year ended March 31, 2017, prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements, have been audited by another Firm of Chartered Accountants who, vide their report dated May 30, 2017, expressed an unmodified opinion. Our opinion is not modified in respect of above matter.
Report on Other Legal and Regulatory Requirements
1. As required by Companies (Auditorâs Report) Order,2016 (âthe Orderâ) issued by the Central Government in terms of sub-section (11) of Section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matter specified in Paragraphs 3 and 4 of the Order.
2. As required by the section 143 (3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows 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 Indian Accounting Standards prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015, as amended.
e. On the basis of the written representations received from the directors of the Company 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 âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements.
Refer to Note 40 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.
The Annexure referred to in Independent Auditorâs Report to the members of the Company on the Standalone Financial Statements for the year ended March 31, 2018, we report that:
i. FIXED ASSET
a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. As explained to us, fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
c. According to the information and explanations given by the management, the title deeds/ Lease deeds of immovable properties are held in the name of the Company except the following:
(Amount in Rs. lakhs)
Particulars |
No. of cases |
Gross Block as on 31st March 2018 |
Net Block as on 31st March 2018 |
Remarks |
Leasehold Land & Building |
1 |
3,150.30 |
3,145.32 |
Leasehold Land & Building acquired by the entity during the year for which the letter of allotment is received and supplementary agreement entered, however, lease deeds is pending execution. |
ii. The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
iii. The Company has granted loans to body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ);
a. In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the body corporate listed in the register maintained under Section 189 of the Act were not, prejudicial to the interest of the Company.
b. In the case of the loan granted to the body corporate listed in the register maintained under Section 189 of the Act, the borrower has 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 the Act.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans, securities, guarantee, and investment made.
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. STATUTORY DUES
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, employeesâ state insurance, value added tax, goods and service tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, employeesâ state insurance, value added tax, duty of customs, service tax, goods and service tax, cess and other material statutory dues were in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.
b. According to the information and explanations given to us, there are no dues of duty of customs, goods and service tax and Income tax 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 Service Tax and Value-added Tax have not been deposited by the Company on account of disputes:
Name of the statute |
F.Y. to which the matter pertains |
Amount in (Rs.) lakhs* |
Forum where the dispute is pending |
The Finance Act, 1994 |
2009-2013 |
144.47 |
Customs Excise and Service Tax Appellate Tribunal |
Maharashtra Value Added Tax Act, 2002 |
2011-12 |
444.47 |
Joint Commissioner of Sales Tax (Appeals) |
* Net of Amount paid under Protest.
viii. In our opinion and according to the information and explanation given to us the Company has not defaulted in repayment of loans or borrowings to a financial institution, bank, and government. The Company has not issued any debentures.
ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3 (ix) of the Order is not applicable in all these respects.
x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations give to us, the Company has paid /provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with the Section 177 and 188 of the Companies Act, 2013 where applicable and the details of transactions with the related parties have been disclosed in the standalone financial statements as required by applicable Indian Accounting Standard.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause 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.
We have audited the internal financial controls over financial reporting of Vakrangee Limited (âthe Companyâ) as of March 31, 2018, in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (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 Companyâs 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, to best of our information and according to the explanation given to us, 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 A. P. Sanzgiri & Co.
Chartered Accountants
FRN: 116293W
Ankush Goyal
Partner M.No :146017
Mumbai June 14, 2018
Mar 31, 2017
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying standalone financial statements of Vakrangee Limited (the âCompanyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. 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 and the rules made thereunder including 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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.
4. 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 auditorsâ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
6. In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
7. The financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the year ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 11, 2016 and May 30, 2015, respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
8. As required by âthe Companies (Auditorsâ Report) Order, 2016â, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.
9. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to 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 Auditorsâ 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 as at March 31, 2017 on its financial position in its standalone Ind AS financial statements - Refer Note No. 41 to the financial statements;
(ii) The Company does not have long-term contracts, including derivative contracts, as at March 31, 2017;
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, during the year ended March 31, 2017;
(iv) The Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016 and these are in accordance with the books of accounts maintained by the Company - Refer Note No. 43.
Annexure A to Independent Auditorsâ Report
Referred to in paragraph 8 of the Independent Auditorsâ Report of even date to the members of Vakrangee Limited on the standalone financial statements as of and for the year ended March 31, 2017.
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over the year 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 title deeds of immovable properties, as disclosed in Note 5 and Note 6 on fixed assets to the financial statements are held in the name of the company.
ii. The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
iii. The Company has granted unsecured loan, to three subsidiary companies covered in the register maintained under Section 189 of the Companies Act, 2013. The company has not granted any secured or unsecured loans to firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act.
(a) The terms and conditions of the grant of such loans were not, prima facie, prejudicial to the interest of the company.
(b) In respect of the aforesaid loans, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.
(c) In respect of the aforesaid loans, amount is not overdue for more than 90 days.
iv. In our opinion and according to the information and explanation given to us, the Company has not given any loan, guarantee or security in respect of loans or made investments, as per the provisions of section 185 and 186 of the Companies Act, 2013.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.
vi. The Central Government of India has not prescribed the maintenance of cost records under sub-section(1) of section 148 of the Companies Act.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited on account of any dispute except as below :
Name of the Statue |
Nature of dues |
Amount (Rs. in lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
The Finance Act, 1994 |
Service Tax |
144.47 |
April 2009 to February 2013 |
Customs, Excise and Service Tax Appellate Tribunal |
Maharashtra Value Added Tax Act, 2002 |
Maharashtra Value Added Tax |
449.47 |
FY 2011-12 |
Joint Commissioner of Sales Tax (Appeals) |
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowing to any financial institution, bank, government or dues to debenture holders as at the balance sheet date.
ix. According to the information and explanations given to us and the records of the Company examined by us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, provisions of Clause 3(ix) of the Order are not applicable to the company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. 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 As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. In our opinion and as per information and explanations provided to us by management all the transactions with the related parties are in compliance with the provisions of sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, 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 under review. Accordingly the provisions of clause 3(xiv) of the order are not applicable to the Company.
xv. According to the records of the Company examined by us and the information and explanation given to us, the company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For S. K. Patodia & Associates
Chartered Accountants
Firm Registration Number: 112723W
Arun Poddar
Partner
Membership No. : 134572
Place: Mumbai
Date: May 30, 2017
Mar 31, 2016
1. We have audited the accompanying standalone financial statements of
Vakrangee Limited (the ''Company''), which comprise the Balance Sheet as
at March 31, 2016, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information, which we have
signed under reference to this report.
Management''s Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard
30, Financial Instruments: Recognition and Measurement issued by the
Institute of Chartered Accountants of India to the extent it does not
contradict any other accounting standard referred to in Section 133 of
the Act read with Rule 7 of 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply
with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial 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
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying 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 March 31, 2016, and its profit and its
cash flows for the year ended on that date
Report on Other Legal and Regulatory Requirements
7. As required by ''the Companies (Auditor''s Report) Order, 2016'',
issued by the Central Government of India in terms of sub-section (11)
of section 143 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure A, a statement on the
matters specified in paragraphs 3 and 4 of the Order
8. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the accompanying 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 and
Accounting Standard 30, Financial Instruments: Recognition and
Measurement issued by the Institute of Chartered Accountants of India
to the extent it does not contradict any other accounting standard
referred to in Section 133 of the Act read with Rule 7 of Companies
(Accounts) Rules, 2014;
(e) On the basis of the written representations received from the
directors as on March 31, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2016
from being appointed as a director in terms of Section 164 (2) of the
Act;
(f) With respect to 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 Note No. 21 to
the financial statements;
(ii) The Company has long-term contracts other than derivative
contracts as at March 31,2016 for which there were no 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, during the year ended March 31, 2016
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over
the year 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 title deeds of immovable properties, as disclosed in Note 12 on
fixed assets to the financial statements are held in the name of the
company.
ii. The inventory has been physically verified by the Management
during the year. In our opinion, the frequency of verification is
reasonable. The discrepancies noticed on physical verification of
inventory as compared to book records were not material.
iii. The Company has granted unsecured loan, to three subsidiary
companies covered in the register maintained under Section 189 of the
Companies Act, 2013. The company has not granted any secured or
unsecured loans to firms, limited liability partnerships or other
parties covered in the register maintained under Section 189 of the
Companies Act:
(a) The terms and conditions of the grant of such loans were not, prima
facie, prejudicial to the interest of the company.
(b) In respect of the aforesaid loans, the parties are repaying the
principal amounts, as stipulated, and are also regular in payment of
interest as applicable
(c) In respect of the aforesaid loans, amount is not overdue for more
than 90 days.
iv. In our opinion, the Company has not given any loan, guarantee or
security in respect of loans or made investments, as per the provisions
of section 185 and 186 of the Companies Act, 2013.
v. The Company has not accepted any deposits within the meaning of
Sections 73 to 76 or any other relevant provisions of the Companies Act
and the rules framed there under.
vi. The Central Government of India has not prescribed the maintenance
of cost records under sub-section(1) of section 148 of the Companies
Act.
vii. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues, including
provident fund, employees'' state insurance, income tax, sales tax,
service tax, duty of customs, duty of excise, value added tax, and
other material statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income tax,
sales tax, service tax, duty of customs, duty of excise or value added
tax or cess which have not been deposited on account of any dispute.
viii. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of loans or borrowing to any financial institution, bank,
government or dues to debenture holders as at the balance sheet date.
ix. According to the information and explanations given to us and the
records of the Company examined by us, the Company has not raised any
money by way of initial public offer or further public offer and term
loans during the year. Accordingly, provisions of Clause 3(ix) of the
Order are not applicable to the company.
x. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud by the Company or on the Company by its officers or
employees, noticed or reported during the year, nor have we been
informed of any such case by the Management.
xi. 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. As the Company is not a Nidhi Company and the Nidhi Rules, 2014
are not applicable to it, the provisions of Clause 3(xii) of the Order
are not applicable to the Company.
xiii. In our opinion and as per information and explanations provided
to us by management all the transactions with the related parties are
in compliance with the provisions of sections 177 and 188 of Companies
Act, 2013 where applicable and the details 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 under review except conversion of share warrants into equity
shares during the year. The Company has complied with the requirements
of Section 42 of the Companies Act, 2013 and the amounts raised have
been used for the purposes for which they were raised.
xv. According to the records of the Company examined by us and the
information and explanation given to us, the company has not entered
into any non-cash transactions with its directors or persons connected
with him. Accordingly, the provisions of Clause 3(xv) of the Order are
not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934. Accordingly, the provisions of
Clause 3(xvi) of the Order are not applicable to the Company.
For S. K. Patodia & Associates
Chartered Accountants
FRN: 112723W
Arun Poddar
Partner
Mem. No. : 134572
Place: Mumbai
Date: May 11, 2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Vakrangee Limited (the ''Company''), which comprise the Balance Sheet as
at March 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information, which we have
signed under reference to this report.
Management''s Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply
with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial 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.
5. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying 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 March 31, 2015, and its Profit and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by ''the Companies (Auditor''s Report) Order, 2015'',
issued by the Central Government of India in terms of sub-section (11)
of section 143 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.
8. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and
the Cash Flow Statement dealt with by this Report are in agreement with
the books of account;
(d) In our opinion, the accompanying 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 March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 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 No.21 to the
financial statements;
(ii) The Company has long-term contracts other than derivative
contracts as at March 31,2015 for which there were no 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, during the year ended March 31, 2015.
Annexure to Auditor''s Report
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the Management according
to a phased programme designed to cover all the items over the year
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 inventory has been physically verified by the
Management during the year. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. (a) The Company has granted unsecured loan, to two
companies covered in the register maintained under Section 189 of the
Companies Act. The company has not granted any secured / unsecured loans
to firms or other parties covered in the register maintained under
Section 189 of the Companies Act
(b) In respect of the aforesaid loans, the parties are repaying the
principal amounts, as stipulated, and are also regular in payment of
interest as applicable.
(c) In respect of the aforesaid loans, in the cases where the overdue
amount is more than Rupees One Lakh, in our opinion, reasonable steps
have been taken by the Company for the recovery of the principal
amounts and interest.
iv. In our opinion, and according to the information and
explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the sale
of goods and services. Further, on the basis of our examination of the
books and records of the Company, and according to the information and
explanations given to us, we have neither come across, nor have been
informed of, any continuing failure to correct major weaknesses in the
aforesaid internal control system.
v. The Company has not accepted any deposits within the meaning of
Sections 73 to 76 or any other relevant provisions of the Companies Act
and the rules framed there under.
vi. The Central Government of India has not prescribed the
maintenance of cost records under sub-section(1) of section 148 of the
Companies Act.
vii. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues, including
provident fund, employees'' state insurance, income tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, and other material
statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income-tax,
sales-tax, wealth-tax, service-tax, duty of customs, and duty of excise
or value added tax or cess which have not been deposited on account of
any dispute.
(c) The amount required to be transferred to Investor Education and
Protection Fund has been transferred within the stipulated time in
accordance with the provisions of the Companies Act, 1956 and the rules
made thereunder during the year.
viii. The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the financial
year ended on that date and in the immediately preceding financial year.
ix. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
x. In our opinion, and 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 during the year.
Accordingly, the provisions of Clause 3(x) of the Order are not
applicable to the Company.
xi. In our opinion, and according to the information and
explanations given to us, the term loans have been applied for the
purposes for which they were obtained.
xii. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For S. K. Patodia & Associates
Chartered Accountants
Firm Registration Number: 112723W
Arun Poddar
Partner
Mem. No. : 134572
Place: Mumbai
Date: May 30, 2015
Mar 31, 2014
1. We have audited the accompanying financial statements of Vakrangee
Limited (the Company), which comprise the Balance Sheet as at March 31,
2014, and the Statement of profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information, which we have signed under reference
to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s 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 of India (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
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' 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 auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying
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 afairs of the
Company as at March 31, 2014;
(b) In the case of the Statement of profit and Loss, of the profit for
the year ended on that date; and
(c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003, as
amended by the Companies (Auditor''s Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
8. 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 dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Act;
(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 Auditor''s Report Annexure referred to in Paragraph 7 of the
Auditors Report to the members of Vakrangee Limited for the year ended
March 31, 2014.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situations of fixed
assets.
b) All the assets have been physically verifed by the management in
accordance with a phased programme of verifcation, which in our opinion
is reasonable, considering the size of the company and the nature of
business. The frequency of verifcation is reasonable and no material
discrepancies have been noticed on such physical verifcation.
c) During the year, there is no substantial disposal of Fixed Assets.
(ii) a) The inventories have been physically verifed by the management
during the year at reasonable intervals.
b) The procedures of physical verifcation of the inventories followed
by the management are reasonable and adequate in relation to the size
of the company and the nature of its business.
c) The Company has maintained proper records of inventories. The
discrepancies noticed on physical verifcation of inventories as
compared to book records were not material.
(iii) a) The Company has granted unsecured loans to two parties which
are subsidiary companies covered in the register maintained under
Section 301 of the Companies Act, 1956 on call basis. The maximum
amount outstanding during the year was Rs. 2,665.67 Lacs and the year-end
balance was Rs. 2,433.26 Lacs.
b) Interest is charged on all the said loans, other terms and
conditions on which the loans have been granted are prima facie, not
prejudicial to the interest of the Company.
c) According to information provided to us, the repayment of said loans
is regular.
d) According to the information provided to us, the Company has taken
reasonable steps to recover the said loans.
e) The company has taken unsecured loans from Vakrangee Capital Pvt.
Ltd. covered in the register maintained under Section 301 of the
Companies Act, 1956 on call basis. The maximum amount outstanding
during the year was Rs. 120.00 Lacs and the year-end balance was Rs. Nil.
f) The said loans are interest-free loans. Other terms and conditions
on which the loans have been taken are prima facie, not prejudicial to
the interest of the Company.
g) According to information provided to us, there is no default in
repayment of said loans.
(iv) In our opinion and according to the information and explanation
given to us, there is adequate internal control system commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The company has not accepted any public deposit.
(vii) The Company has an adequate internal audit system commensurate
with the size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209 (1) (d) of the Companies Act, 1956 for
the Company.
(ix) a) According to the records of the Company, the undisputed
statutory dues including Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty and Excise Duty, Cess have regularly been deposited
with the appropriate authorities. There are no significant undisputed
amount payable in respect of such statutory dues which have remained
outstanding as at March 31, 2014 for a period more than six months from
the date they became payable.
b) According to the records of the company and information and
explanations given to us, there are no dues of income tax, sales tax,
wealth tax, service tax, custom duty, excise duty and cess which have
not been deposited on account of any dispute.
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses during the financial year and
in the immediately preceding financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual benefit Fund/ Societies are not applicable to the
company.
(xiv) In respect of dealing in shares, securities and other
investments, in our opinion and according to the information and
explanations given to us, proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The shares, securities and other investments have been held by the
company in its own name.
(xv) The company has not given any guarantee for loans taken by others
from banks and financial institutions.
(xvi) The Company has taken Term Loans during the year and has applied
the loans for the purposes for which they were obtained.
(xvii) On an overall examination of the balance sheet of the Company,
we report that no funds raised on short-term basis have been used for
long term investments.
(xviii) The Company has not made preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, we have not come across any instance of
material fraud on or by the Company, noticed or reported during the
year.
For S. K. Patodia & Associates
Chartered Accountants
FRN: 112723W
Arun Poddar
Partner
Mem. No. : 134572
Place : Mumbai
Date : May 22, 2014
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Vakrangee
Softwares Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year ended, and a summary of significant
accounting policies and other explanatory information, which we have
signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s 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'' of India ("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
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'',
issued by the Central Government of India in terms of sub- section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"),
and on the basis of such checks of the books and records of the Company
as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
8. 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 dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Act;
(e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
Annexure referred to in Paragraph 7 of the Auditors'' Report to the
members of Vakrangee Softwares Limited for the year ended March 31,
2013.
As required by the Companies (Auditor''s Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situations of fixed
assets.
b) All the assets have been physically verified by the management in
accordance with a phased programme of verification, which in our
opinion is reasonable, considering the size of the company and the
nature of business. The frequency of verification is reasonable and no
material discrepancies have been noticed on such physical verification.
c) During the year, there is no substantial disposal of Fixed Assets.
(ii) a) The inventories have been physically verified by the management
during the year at reasonable intervals.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the company and the nature of its business.
c) The Company has maintained proper records of inventories. The
discrepancies noticed on physical verification of inventories as
compared to book records were not material.
(iii) a) The Company has granted unsecured loans to two parties which
are subsidiary companies covered in the register maintained under
Section 301 of the Companies Act, 1956 on call basis. The maximum
amount outstanding during the year was Rs.2,117.74 lacs and the
year-end balance was Rs.2,117.74 lacs.
b) Interest is charged on all the said loans, other terms and
conditions on which the loans have been granted are prima facie, not
prejudicial to the interest of the Company.
c) According to information provided to us, the repayment of said loans
is regular.
d) According to the information provided to us, the Company has taken
reasonable steps to recover the said loans.
e) The company has taken unsecured loans from Vakrangee Capital Pvt.
Ltd. covered in the register maintained under Section 301 of the
Companies Act, 1956 on call basis. The maximum amount outstanding
during the year was Rs.1,343.25 Lacs and the year-end balance was Nil.
f) The said loans are interest-free loans. Other terms and conditions
on which the loans have been taken are prima facie, not prejudicial to
the interest of the Company.
g) According to information provided to us, there is no default in
repayment of said loans.
(iv) In our opinion and according to the information and explanation
given to us there is adequate internal control system commensurate with
the size of the company and the nature of its business with regard to
purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section. b) The transactions made in pursuance of
such contracts or arrangements have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time
(vi) The company has not accepted any public deposit.
(vii) The Company has an adequate internal audit system commensurate
with the size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209 (1) (d) of the Companies Act, 1956 for
the Company.
(ix) a) According to the records of the Company, the undisputed
statutory dues including Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty and Excise Duty, Cess have regularly been deposited
with the appropriate authorities. There are no significant undisputed
amount payable in respect of such statutory dues which have remained
outstanding as at March 31, 2013 for a period more than six months from
the date they became payable.
b) According to the records of the company and information and
explanations given to us, there are no dues of income tax, sales tax,
wealth tax, service tax, custom duty, excise duty and cess which have
not been deposited on account of any dispute, except as below:
Nature Assessment Forum where the dispute Rs. in lacs
of dues Year is pending
Income Rectification u/s 154 of the
2005-06 0.82
Tax Income Tax Act, 1961
Rectification u/s 154 of the
2006-07 Income Tax Act, 1961 2.60
2007-08 Rectification u/s 154 of the 12.98
Income Tax Act, 1961
2009-10 Commissioner of Income Tax 72.57
(Appeals)
Commissioner of Income Tax 45.82
2010-11 (Appeals)
Commissioner of Income Tax
2011-12 (Appeals) 75.48
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses during the financial year and
in the immediately preceding financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
company.
(xiv) In respect of dealing in shares, securities and other
investments, in our opinion and according to the information and
explanations given to us, proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The shares, securities and other investments have been held by the
company in its own name.
(xv) The company has not given any guarantee for loans taken by others
from banks and financial institutions.
(xvi) The Company has taken Term Loans during the year and has applied
the loans for the purposes for which they were obtained.
(xvii) On an overall examination of the balance sheet of the Company,
we report that no funds raised on short-term basis have been used for
long term investments.
(xviii) The Company has not made preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, we have not come across any instance of
material fraud on or by the Company, noticed or reported during the
year.
For S. K. Patodia & Associates
Chartered Accountants
FRN : 112723W
Sunil Patodia Partner
Mem. No. : 045489
Place : Mumbai
Date : April 25, 2013
Mar 31, 2012
We have audited the attached Balance Sheet of Vakrangee Softwares
Limited as at March 31, 2012, the Profit and Loss Account and the Cash
Flow Statement for the year ended on that date, annexed thereto. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
1. 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 prepared, in all material respects, in
accordance with an identified financial reporting framework and 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.
2. As required by the Companies (Auditor's Report) Order, 2003 and
amendments thereto issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act, 1956, we annex hereto a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
3. Further to our comments in the Annexure referred to in paragraph 2
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 purpose of our
audit.
b) In our opinion, proper books of accounts as required by law have
been kept by the Company as it appears from our examination of those
books.
c) The said Balance Sheet, the Profit & Loss Account and the Cash Flow
statement dealt with by this report are in agreement with the books of
accounts.
d) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and Profit and
Loss Account comply with the Accounting Standards referred to in
Section 211(3C) of the Companies Act, 1956.
e) On the basis of written representations received from the directors
as on March 31, 2012 and taken on record by the Board, we report that
none of the directors is disqualified as on March 31, 2012 from being
appointed as a director in terms of clause (g) of subsection (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, read together with
notes appearing 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 state of affairs of the
Company as at March 31, 2012,
ii) In the case of the Profit and Loss Account, of the profit for the
year ended on that date.
iii) In the case of Cash Flow Statement, of the Cash Flows of the
company for the year ended on that date.
Annexure referred to in Paragraph 2 of the Auditor's Report to the
members of Vakrangee Softwares Limited for the year ended March 31,
2012.
As required by the Companies (Auditor's Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situations of fixed
assets.
b) All the assets have been physically verified by the management in
accordance with a phased programme of verification, which in our
opinion is reasonable, considering the size of the company and the
nature of business. The frequency of verification is reasonable and no
material discrepancies have been noticed on such physical verification.
c) During the year, there is no substantial disposal of Fixed Assets.
(ii) a) The inventories have been physically verified by the management
during the year at reasonable intervals.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the company and the nature of its business.
c) The Company has maintained proper records of inventories. The
discrepancies noticed on physical verification of inventories as
compared to book records were not material.
(iii)a) The Company has granted unsecured loans to nine parties
including four subsidiary companies covered in the register maintained
under Section 301 of the Companies Act, 1956 on call basis. The
maximum amount outstanding during the year was Rs.2,400.09 lacs and the
year-end balance was Rs.1,420.77 lacs.
b) Interest is charged on all the said loans except in case of
Vakrangee Lactus & Hortus Pvt. Ltd. Other terms and conditions on which
the loans have been granted are prima facie, not prejudicial to the
interest of the Company.
c) According to information provided to us, the repayment of said loans
is regular.
d) The Company has taken unsecured loans from Vakrangee Capital Pvt.
Ltd. and Vakrangee Holdings Pvt. Ltd. covered in the register
maintained under Section 301 of the Companies Act, 1956 on call basis.
The maximum amount outstanding during the year was Rs.1,443.25 lacs and
the year-end balance was Rs.943.25 lacs.
e) The said loans are interest-free loans. Other terms and conditions
on which the loans have been taken are prima facie, not prejudicial to
the interest of the Company.
f) According to information provided to us, there is no default in
repayment of said loans.
(iv) In our opinion and according to the information and explanation
given to us there is adequate internal control system commensurate with
the size of the company and the nature of its business with regard to
purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The Company has not accepted any public deposit.
(vii) The Company has an adequate internal audit system commensurate
with the size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209 (1) (d) of the Companies Act, 1956 for
the Company.
(ix) a) According to the records of the Company, the undisputed
statutory dues including Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty and Excise Duty, Cess have regularly been deposited
with the appropriate authorities. There are no significant undisputed
amount payable in respect of such statutory dues which have remained
outstanding as at March 31, 2012 for a period more than six months from
the date they became payable.
b) According to the records of the company and information and
explanations given to us, there are no dues of income tax, sales tax,
wealth tax, service tax, custom duty, excise duty and cess which have
not been deposited on account of any dispute.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses during the financial year and
in the immediately preceding financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
company.
(xiv) In respect of dealing in shares, securities and other
investments, in our opinion and according to the information and
explanations given to us, proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The shares, securities and other investments have been held by the
company in its own name.
(xv) The Company has not given any guarantee for loans taken by others
from banks and financial institutions except guarantee given in respect
of loan granted to Vakrangee e-Solutions Inc., a subsidiary company, by
Barclays Bank Plc. The outstanding amount of loan as on March 31, 2012
is Nil.
(xvi) The Company has taken Term Loans during the year and has applied
the loans for the purposes for which they were obtained.
(xvii) On an overall examination of the balance sheet of the Company,
we report that no funds raised on short-term basis have been used for
long term investments.
(xviii) The Company has made preferential allotment of equity shares
against share warrants issued in the previous year(s) to the parties
covered in the register maintained under section 301 of the Companies
Act, 1956. The same has been made in conformity with the guidelines
issued by the Securities and Exchange Board of India relating to such
preferential allotment and the basis of said allotment is not
prejudicial to the interest of the company.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, we have not come across any instance of
material fraud on or by the Company, noticed or reported during the
year.
For S. K. Patodia & Associates
Chartered Accountants
FRN : 112723W
Sunil Patodia
Partner
Mem. No. : 045489
Place : Mumbai
Date : April 26, 2012
Mar 31, 2011
We have audited the attached Balance Sheet of Vakrangee Softwares
Limited as at 31st March, 2011, the Profit and Loss Account and the
Cash Flow Statement for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
1. 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 prepared, in all material respects, in
accordance with an identified financial reporting framework and 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.
2. As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act,1956, we annex hereto a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
3. Further to our comments in the Annexure referred to in paragraph 2
above, we report that:
a) We have obtained all the information & 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 accounts as required by law have
been kept by the Company as it appears from our examination of those
books.
c) The said Balance Sheet, the Profit & Loss Account and the Cash Flow
statement dealt with by this report are in agreement with the books of
accounts.
d) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and Profit and
Loss Account comply with the Accounting Standards referred to in
Section 211 (3C) of the Companies Act, 1956.
e) On the basis of written representations received from the directors
as on 31st March, 2011 and taken on record by the Board, we report that
none of the directors is disqualified as on 31st March, 2011 from being
appointed as a director in terms of clause (g) of subsection (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, read together with
notes appearing 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 state of affairs of the
Company as at 31st March, 2011,
ii) In the case of the Profit and Loss Account, of the profit for the
year ended on that date.
iii) In the case of Cash Flow Statement, of the Cash Flows of the
company for the year ended on that date.
Annexure to Auditors Report
Annexure referred to in Paragraph 2 of the Auditors Report to the
members of Vakrangee Softwares Limited for the year ended 31st March
2011.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situations of fixed
assets.
b) All the assets have been physically verified by the management in
accordance with a phased programme of verification, which in our
opinion is reasonable, considering the size of the company and the
nature of business. The frequency of verification is reasonable and no
material discrepan cies have been noticed on such physical
verification.
c) During the year, there is no substantial disposal of Fixed Assets.
(ii) a) The inventories have been physically verified by the management
during the year at reasonable intervals.
b) The procedures of physical verification of the inventories followed
by the management are reason able and adequate in relation to the size
of the company and the nature of its business.
c)The Company has maintained proper records of inventories. The
discrepancies noticed on physical verification of inventories as
compared to book records were not material.
(iii) a) The Company has granted loans to nine parties including four
subsidiary Companies covered in the register maintained under Section
301 of the Companies Act, 1956 on call basis. The Maximum amount
outstanding during the year was Rs.1512.24 Lacs and the year-end balance
was Rs.834.92 Lacs.
b) The Interest has been charged, wherever applicable. Other terms and
conditions on which the said loans have been granted are prima facie,
not prejudicial to the interest of the Company;
c) In view of our comments in para (iii) (a) and (b) above, clauses
(iii) (c), and (d) of the said Order are not applicable to the company.
d) The company has not taken unsecured loan from any party covered in
the register maintained under Section 301 of the Companies Act, 1956 on
call basis.
e) In view of our comments in Para (iii) (d) above, clauses (iii) (e)
and (f), of the said Order are not applicable to the company.
(iv) In our opinion and according to the information and explanation
given to us there is adequate internal control system commensurate with
the size of the company and the nature of its business with regard to
purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The company has not accepted any public deposit.
(vii) The Company has an adequate internal audit system commensurate
with the size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209 (1) (d) of the Companies Act, 1956 for
the Company.
(ix) a) Accordingly to the records of the Company, the undisputed
statutory dues including Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty and Excise Duty, Cess have regularly been deposited
with the appropriate authorities. There are no significant undisputed
amount payable
in respect of such statutory dues which have remained outstanding as at
31st March, 2011 for a period more than six months from the date they
became payable.
b) According to the records of the company and information and
explanations given to us, there are no dues of income tax, sales tax,
wealth tax, service tax, custom duty, excise duty and cess which have
not been deposited on account of any dispute.
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses during the financial year and
in the immediately preceding financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
company.
(xiv) In respect of dealing in shares, securities and other
investments, in our opinion and according to the information and
explanations given to us, proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The shares, securities and other investments have been held by the
company in its own name.
(xv) The company has not given any guarantee for loans taken by others
from banks and financial institutions except guarantee given in respect
of loan granted to Vakrangee e-Solutions Inc., a subsidiary company, by
Barclays Bank Plc. The outstanding amount of loan as on 31st March,
2011 is Rs.379.73 lacs.
(xvi) The Company has not taken any Term Loan during the year.
(xvii) On an overall examination of the balance sheet of the Company,
we report that the no funds raised on short-term basis have been used
for long term investments.
(xviii) The Company has made preferential allotment of share warrants
to the parties covered in the register maintained under section 301 of
the Companies Act, 1956. The same has been made in conformity with the
guidelines issued by the Securities and Exchange Board of India
relating to such preferential allotment and the basis of said allotment
is not prejudicial to the interest of the company. Further part of
convertible warrants issued during the year has also been converted
into the equity shares during the year at the pre à determined rate as
per SEBI Guidelines.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of material fraud on or by the Company, noticed or reported during the
year.
For S.K.Patodia & Associates
Chatered Accountants
Sunil Patodia
Partner
Mem No : 045489
Firm Regd No : 112723W
Place : Mumbai
Date : 9th May,2011.
Mar 31, 2010
We have audited the attached Balance Sheet of Vakrangee Softwares
Limited as at 31st March, 2010, the Profit and Loss Account and the
Cash Flow Statement for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
1. 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 prepared, in all material respects, in
accordance with an identified financial reporting framework and 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.
2. As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act, 1956, we annex hereto a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
3. Further to our comments in the Annexure referred to in paragraph 2
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 purpose of our
audit.
b) In our opinion, proper books of accounts as required by law have
been kept by the Company as it appears from our examination of those
books.
c) The said Balance Sheet, the Profit & Loss Account and the Cash Flow
statement dealt with by this report are in agreement with the books of
accounts.
d) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and Profit and
Loss Account comply with the Accounting Standards referred to in
Section 211 (3C) of the Companies Act, 1956.
e) On the basis of written representations received from the directors
as on 31st March, 2010 and taken on record by the Board, we report that
none of the directors is disqualified as on 31st March, 2010 from being
appointed as a director in terms of clause (g) of subsection (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, read together with
notes appearing 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 state of affairs of the
Company as at 31st Match, 2010,
ii) In the case of the Profit and Loss Account, of the profit for the
year ended on that date.
iii) In the case of Cash Flow Statement, of the Cash Flows of the
company for the year ended on that date.
Annexure to Auditors Report
Annexure referred to in Paragraph 2 of the Auditors Report to the
members of Vakrangee Softwares Limited for the year ended 31st March
2010.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situations of fixed
assets.
b) All the assets have been physically verified by the management in
accordance with a phased programme of verification, which in our
opinion is reasonable, considering the size of the company and the
nature of business. The frequency of verification is reasonable and no
material discrepancies have been noticed on such physical verification.
c) During the year, there is no substantial disposal of Fixed Assets.
(ii) a] The inventories have been physically verified by the management
during the year at reasonable intervals.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the company and the nature of its business.
c) The Company has maintained proper records of inventories. The
discrepancies noticed on physical verification of inventories as
compared to book records were not material.
(iii) a) The Company has granted loans to six parties including three
subsidiary Companies covered in the register maintained under Section
301 of the Companies Act, 1956 on call basis. The Maximum amount
outstanding during the year was Rs. 672.39 Lacs and the year-end
balance was Rs. 672.39 Lacs.
b) The said loans are interest free except in the case of Vakrangee
e-Solutions Inc, Philippines, where interest has been charged. Other
terms and conditions on which the loans have been granted are prima
facie, not prejudicial to the interest of the Company;
c) In view of our comments in para (iii) (a) and (b) above, clauses
(iii) (c), and (d) of the said Order are not applicable to the company.
d) The company has not taken unsecured loan from any party covered in
the register maintained under Section 301 of the Companies Act, 1956 on
call basis.
e) In view of our comments in Para (iii) (d) above, clauses (iii)
(e)and (f), of the said Order are not applicable to the company.
(iv) in our opinion and according to the information and explanation
given to us there is adequate internal control system commensurate with
the size of the company and the nature of its business with regard to
purchase of inventory, fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time
(vi) The company has not accepted any public deposit.
(vii) The Company has an adequate internal audit system commensurate
with the size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209
(1) (d) of the Companies Act, 1956 for the Company.
(ix) a) Accordingly to the records of the Company, the undisputed
statutory dues including Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty and Excise Duty, Cess have regularly been deposited
with the appropriate authorities.There are no significant undisputed
amount payable in respect of such statutory dues which have remained
outstanding as at 31st March, 2010 for a period more than six months
from the date they became payable.
b) According to the records of the company and information and
explanations given to us, there are no dues of income tax, sales tax,
wealth tax, service tax, custom duty, excise duty and cess which have
not been deposited on account of any dispute.
ix) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses during the financial year and
in the immediately preceding financial year.
(xi) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(xii) The company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures or other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
company.
(xiv) In respect of dealing in shares, securities and other
investments, in our opinion and according to the information and
explanations given to us, proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The shares, securities and other investments have been held by the
company in its own name.
(xv) The company has not given any guarantee for loans taken by others
from banks and financial institutions except guarantee given in respect
of loan granted to Vakrangee e-Solutions Inc., a subsidiary company, by
Barclays Bank Plc, The outstanding amount of loan as on 31st March,
2010 is Rs. 704,36 lacs.
(xvi) The Company has not taken any Term Loan during the year.
(xvii) On an overall examination of the balance sheet of the Company,
we report that the no funds raised on short-term basis have been used
for long term investments.
(xviii) The Company has made preferential allotment of share warrants
to the parties covered in the register maintained under section 301 of
the Companies Act, 1956. The same has been made in conformity with the
guidelines issued by the Securities and Exchange Board of India
relating to such preferential allotment and on that the basis of
allotment is not prejudicial to the interest of the company. Further
part of convertible warrants issued during the year has also been
converted into the equity shares during the year at the pre -
determined rate as per SEBI Guidelines.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of material fraud on or by the Company, noticed or reported during the
year.
For S. K. Patodia & Associates
Chartered Accountants
Sunil Patodia
Partner
Mem. No: 045489
Firm Regd. No:112723W
Place: Mumbai
Date :27th May, 2.010