Home  »  Company  »  Aptech Ltd.  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of Aptech Ltd.

Mar 31, 2017

Report on the Standalone Financial Statements

1 We have audited the accompanying Standalone Financial Statements of APTECH LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management’s Responsibility for the Standalone Financial Statements

2 The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation & presentation 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 principles generally accepted in India, including the Accounting Standards specified under 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor’s Responsibility

3 Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s management and Board of Directors, as well as evaluating the overall presentation of the financial statements

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2017, its profit and its cash flows for the year ended on that date

Emphasis of Matter

7. Attention is invited to Note 13.3 of the Financial Statements about remuneration paid in excess to the Managing and Whole Time Director for Financial Year 2014-15 and 2015-16 amounting to Rs 146.31 Lakhs and Rs. 140.25 lakhs respectively for which approval of the Central Government is awaited. Our report is not qualified on the matter.

Report on Other Legal and Regulatory Requirements

8 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, 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 further 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 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 it 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 aforesaid standalone financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as on March 31, 2017, and 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 the adequacy of the Internal Financial Control over financial reporting of the company and the operating effectiveness of such control, refer Annexure B of this report;

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

i. The impact of pending litigations has been duly disclosed in the financial statements- Refer point no. B-15 of Note 16

ii. The Company did not have any long-term contracts including derivative contracts as at Balance sheet date for which there existed any foreseeable losses- Refer point no B-14 of Note 16

iii. There has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund.

iv. The Company has provided requisite disclosures in the Standalone Financial Statements as regards holding and dealings in Specified Bank Notes (SBN) as defined in the notification S.O. 3407 (E) dated November 8, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management-Refer point no. B-16 of Note 16

ANNEXURE AUDITOR’S REPORT

Annexure A referred to in paragraph 8 of our Report of even date to the members of APTECH LIMITED on the Standalone Financial Statements for the year ended March 31, 2017

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) In accordance with the planned programme of verifying all Fixed assets once in three years, the physical verification of Fixed assets have been carried out by the Management. The plan of such verification, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As per the information and explanations given to us, no material discrepancies have been noticed on such verification;

(c) According to the information & explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company.

(ii) The Management has conducted physical verification of inventory at reasonable intervals during the year; as informed to us no material discrepancies were noticed on such verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act except for the loan given to Whole Time Director aggregating Rs. 40 Lakhs, the terms and conditions whereof are, prima facie, not prejudicial to the interest of the Company. The repayment of principal and interest is as per stipulated schedule. There are no amounts overdue for more than ninety days as at March 31, 2017.

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act

(v) The Company has not accepted any deposits from the public as covered under provisions of Section 73 to 76 of the Act and rules made thereunder to the extent notified

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the services rendered by the company.

(vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is generally regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Service Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities in India. There are no undisputed statutory dues remaining outstanding for the period exceeding six months as at the date of the Balance sheet. As informed, provisions of Sales tax, Value Added Tax, Customs Duty and Excise duty are not applicable to the Company during the year under report.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no material dues of Income Tax and Service Tax which have not been deposited on account of any disputes. As informed, provisions of Sales Tax, Value Added Tax, Customs Duty and Excise duty are not applicable to the Company during the year under report.

(viii) According to the information and explanations given to us and based on the records of the Company examined by us, the Company has not defaulted in repayment of loans or borrowings to any Financial Institution, Bank or Government as at the Balance sheet date. The Company has not issued any debentures and hence there are no dues to debenture holders during the year under report.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Hence, paragraph 3 (ix) of the Order is not applicable to it.

(x) According to the information & explanations given to us, no material fraud by the Company or on the Company by its officers or employees have been noticed or reported during the course of our audit.

(xi) As reported in paragraph 7 of the audit report, the Managerial Remuneration paid in excess of the limits prescribed under the Act for previous years, are being regularized by seeking approval from the Central Government.

(xii) In our opinion and based on our examination of records of the company, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Section 177 and 188 of the Act. The transactions with related parties entered into by the Company, disclosures whereof are made as per applicable Accounting Standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under report. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information & explanations furnished to us and based on our examinations of the records of the Company, the Company has not entered into non cash transactions with the directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

For Khimji Kunverji & Co

Chartered Accountants

Firm Registration No 105146W

Place: Mumbai Shivji K Vikamsey

Date: May 24, 2017 Partner (F - 2242)


Mar 31, 2016

1 We have audited the accompanying financial statements of APTECH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 201 6, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management''s Responsibility for the Financial Statements

2 The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation & presentation 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 principles generally accepted in India, including the Accounting Standards specified under 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor''s Responsibility

3 Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 1 43(1 0) 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 disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s management and Board of 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 financial statements

Basis for Modified Opinion

6 Attention is drawn to Note No 13.3 regarding the payment of managerial remuneration for Financial Year (FY) 2015-16, in excess of amount payable as per the provisions of the Act, to the Managing Director and the Whole Time Director aggregating to X 140.25 Lakhs for which application for approval of Central Government will be made. For such excess remuneration paid to the Managing Director amounting to X 1 46.31 lakhs in FY 201 4- 15, the approval from Central Government is awaited. Opinion 7 Subject to Para 6 above, in our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 ^ March 201 6, its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

8 As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

9 As required by section 1 43(3) of the Act, we further 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 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 it 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 aforesaid standalone financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as on March 31, 201 6, and 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 1 64(2) of the Act;

f. With respect to the adequacy of the Internal Financial Control over financial reporting of the company and the operating effectiveness of such control, refer Annexure B of this report;

g. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 1 1 of the Companies (Audit and Auditors) Rules, 2014:

(i) The impact of pending litigations has been duly disclosed in the financial statements- Refer point no. 1 7 of Note 16B

(ii) The Company did not have any long-term contracts including derivative contracts as at Balance sheet for which there existed any foreseeable losses

(iii) There has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund.

Annexure A referred to in paragraph 8 Our Report of even date to the members of APTECH LIMITED on the Financial Statements for the year ended 31st March, 2016

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit/ we report that:

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

(b) In accordance with the planned programme of verifying all Fixed assets once in three years/ the physical verification of Fixed assets have been carried out by the Management. The plan of such verification/ in our opinion/ is reasonable having regard to the size of the Company and nature of its assets. As per the information and explanations given to US/ no material discrepancies have been noticed on such verification;

(c) According to the information & explanation given to us and on the basis of our examination of the records of the Company/ the title deeds of immovable properties are held in the name of the company.

(ii) The Management has conducted physical verification of inventory at reasonable intervals during the year; as informed to us no material discrepancies were noticed on such verification.

(iii) The company has not granted any loans/ secured or unsecured to companies/ firms or other parties covered in the register maintained under section 1 89 of the Act except for the loan given to Whole Time Director of Rs. 25 Lakhs/ the terms and conditions whereof are/ prima facie/ not prejudicial to the interest of the Company. The repayment of principal and interest is as per stipulated schedule.

(iv) In our opinion/ and according to the information and explanations given to US/ the Company has complied with the provisions of Sections 1 85 and 1 86 of the Act

(v) The Company has not accepted any deposits from the public as covered under provisions of Section 73 to 76 of the Act and rules made thereunder to the extent notified

(vi) As informed to US/ the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 1 48 of the Act for any of the services rendered by the company.

(vii) (a) According to the information and explanations given to us and based on the records of the company examined by US/ the company is regular in depositing the undisputed statutory dues/ including Provident Fund/ Employees'' State Insurance/ Income-tax/ Service Tax/ Cess and other material statutory dues/ as applicable/ with the appropriate authorities in India. As informed/ provisions of Sales tax/ Value Added Tax/ Customs Duty and Excise duty are not applicable to the Company during the year under report;

(b) According to the information and explanations given to us and based on the records of the company examined by US/ there are no material dues of Income Tax/ Service Tax/ Sales Tax and Value added tax which have not been deposited on account of any disputes. As informed/ provisions of Sales Tax/ Value Added Tax/ Customs Duty and Excise duty are not applicable to the Company during the year under report.

(viii) According to the information and explanations given to us and based on the records of the Company examined by US/ the Company has not defaulted in repayment of loans or borrowings to any financial institution/ Bank or Government as at the Balance sheet date. The Company has not issued any debentures and hence there are no dues to debenture holders during the year under report.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Hence/ paragraph 3 (ix) of the Order is not applicable to it.

(x) According to the information & explanations given to US/ no material fraud by the Company or on the Company by its officers or employees have been noticed or reported during the course of our audit.

(xi) As reported in paragraph 6 of the audit report/ the Managerial Remuneration paid in excess of the limits prescribed under the Act/ are being regularized by seeking approval from the Central Government.

(xii) In our opinion and based on our examination of records of the company/ the Company is not a Nidhi Company. Accordingly/ paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Section 1 77 and 188 of the Act. The transactions with related parties entered into by the Company/ disclosures whereof are made as per applicable Accounting Standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under report. Accordingly/ the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information & explanations furnished to us and based on our examinations of the records of the Company/ the Company has not entered into non cash transactions with the directors or persons connected with them. Accordingly/ paragraph 3(xv) of the Order is not applicable.

(xvi) In our opinion/ the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act/ 1 934.

For Khimji Kunverji & Co

Chartered Accountants

Firm Registration No 105146W

Place : Mumbai

Shivji K Vikamsey Date :May 6/2016 Partner (F - 2242)


Mar 31, 2015

Report on the Financial Statements

1 We have audited the accompanying financial statements of APTECH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2 The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3 Our responsibility is to express an opinion on these 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 disclosures in the financial statements. Theproceduresselected depend on the auditor's judgment, including the assessment of the risks of materialmisstatementofthefinancialstatements,whetherduetofraudorerror. 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of 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.

Basis for Modified Opinion

6 Attention is drawn to Note 13.3 regarding the payment of managerial remuneration in excess of amount payable as per the provisions of the Act to the Managing Director aggregating to Rs. 146.31 lakhs in F.Y. 2014- 15 for which application for approval of Central Government is being made and for such excess remuneration paid to the Managing director amounting to Rs. 54.91 lakhs in F.Y. 2012-13 and Rs. 48.61 lakhs in F.Y. 2013-14, the approvals whereof from Central Government are awaited.

Opinion

7 Subject to Para 6 above, in our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8 As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure 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 further 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 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e. on the basis of written representations received from the directors as on March 31,2015, and 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;

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

i. The impact of pending litigations has been duly disclosed in the financial statements. Refer point no.17 of note 16-B.

ii. The Company did not have any long-term contracts including derivative contracts for which there existed any foreseeable losses,

iii. There has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund; hence, the question of delay in transferring such sums does not arise.

ANNEXURE AUDITOR'S REPORT

Annexure referred to in paragraph 8 Our Report of even date to the members of Aptech Limited on the Financial Statements for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) In accordance with a planned programme of verifying all Fixed Assets once in three years, the physical verification of Fixed Assets have been carried out by the Management. The plan of such verification, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As per the information and explanations given to us, no material discrepancies have been noticed on such verification;

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year;

(b) The procedures of physical verification of inventory followed by the managements are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification;

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Hence clause (iii)(a) & (iii)(b) of Paragraph 3 of the Order are not applicable.

(iv) According to the information and explanations provided to us, there is 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. On the basis of examination of the books and records of the Company and according to the information and explanations given, and as per checking carried out in accordance with the auditing standards generally accepted in India, neither we have observed nor have we been reported of any continuing failure to correct major weakness in the internal control system relating to these areas. As regards, the internal controls in the area of sale of services, there is significant improvement as compared to prior years, in our opinion, the same needs to be strengthened further to make it commensurate with the size of the Company and nature of its business.

(v) The Company has not accepted any deposits from the public as covered under provisions of Section 73 to 76 of the Act and rules made thereunder.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

(vii) (a) According to the information and explanations given to us and based on the records of the Company examined by us, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Value Added Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities in India. As informed, provisions of Customs duty and Excise duty are not applicable to the Company during the year under report. There were no arrears as at March 31,2015 for a period of more than six months from the date they became payable;

(b) According to the information and explanations given to us and based on the records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Value Added Tax and Cess which have not been deposited on account of any disputes. As informed, provisions of Customs duty and Excise duty are not applicable to Company during the year under report;

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund; hence, the question of reporting delay in transferring such sums does not arise.

(viii) The Company has neither accumulated losses at the end of the financial year nor has incurred cash losses in the current year or in immediately preceding financial year.

(ix) Based on the audit procedures and as per the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank.

(x) According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) According to the information and explanations given to us by the Management, no term loans are raised/availed during the year by the Company; hence the provision of paragraph 3(xi) of the Order are not applicable to it.

(xii) During the course of our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management of the Company.

For Khimji Kunverji & Co. Chartered Accountants Firm Registration No 105146W

Place: Mumbai Shivji K Vikamsey Date: April 29, 2015 Partner (F - 2242)


Mar 31, 2014

1 . We have audited the accompanying financial statements of APTECH LIMITED ("the Company"), which comprise of the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements.

2. 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 principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 08/2014 dated April 04, 2014 of the Ministry of Corporate Affairs. 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 auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Modified Opinion

6. Attention is drawn to Note No. 13.3 regarding the payment of managerial remuneration in excess of amount payable as per the provision of the Act tothe Managing Director aggregating to Rs.48.61 Lakhs in F.Y. 2013-14 for which application for approval of Central Government is being made and for such excess remuneration paid to the Managing Director of Rs. 25.04 Lakhs in F.Y. 2010-11, Rs. 67.47 lakhs in F.Y. 2011- 12 and 54.91 lakhs in F.Y. 2012-1 3, the approval of Central Government was sought but rejected on some technical grounds. The company is in process of seeking fresh approvals of the Central government for waiver of excess remuneration in case of all these years.

Opinion

7. Subject to para 6 above, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Emphasis of Matter

8. Without qualifying our report, attention is drawn to point no. B-13 of note 16 regarding the revision of the financial statements of the company for the year under report, which were earlier approved by the Board and reported upon by us on May 13, 2014. The said financial statements have now been revised by the Company to give effect to the Scheme of merger of Maya Entertainment Limited (''MEL'') (a wholly owned subsidiary) with Avalon Aviation Academy Private Limited (''AAA'') (another Wholly Owned Subsidiary) which became effective from the appointed date, i.e. 1st April 2013 consequent to the order of high court dated 5th September, 2014 and the receipt of necessary approvals, subsequent to the date of earlier approval of the financial statements by the Board as aforesaid. Accordingly this independent Auditors'' report is issued in supersession of our previously issued audit report dated May 13, 2014

Report on Other Legal and Regulatory Requirements

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

10. As required by section 227(3) of the Act, we report that:

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

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

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the applicable Accounting Standards notified under the Act, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, we report that 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 AUDITOR''S REPORT

Annexure referred to in paragraph 9 of the Our Report of even date to the members Aptech Limited on the accounts of the company for the year ended 31st March, 2014

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

(b) In accordance with a planned programme of verifying all fixed assets once in three years, the physical verification of fixed asset hasbeen carried out by the management.The plan of such verification, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As per the information and explanations given to us, no material discrepancies have beennoticed on such verification;

(c) The Company has not disposed off substantial part of its fixed assets during the year;

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year;

(b) The procedures of physical verification of inventory followed by the managements are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification;

(iii) (a) According to the information and explanation provided to us, the Company has not granted any Loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence, clause (iii) (b), (c) & (d) of paragraph 4 of the order are not applicable to company;

(b) According to the information and explanation provided to us, the Company has nottaken any Loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Hence, clause (iii)(f)& (g) of paragraph 4 of the order are not applicable to company;

(iv) According to the information and explanations provided to us, there is 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. On the basis of examination of the books and records of the Company and according to the information and explanations given, and as per checking carried out in accordance with the auditing standards generally accepted in India, neither we have observed nor have we been reported of any continuing failure to correct major weakness in the internal control system relating to these areas. As regards, the internal control in the area of sale of services, there is significant improvement as compared to prior years, in our opinion, the same needs to be strengthened further to make it commensurate with the size of the company and nature of its business

(v) (a) Based on the audit procedures applied and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 of the Act have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lacs in respect of each party have been entered into during the year under report at prices which are reasonable having regard to the prevailing market prices at the relevant time

(vi) According to information and explanations given to us, no deposits have been accepted by the Company from the public in terms of the provisions of Sections 58A, 58AA or rules made thereunder. As informed, no order has been passed by the Company law Tribunal or any other authority in this respect

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

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, cess and other material statutory dues applicable to it;

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, wealth tax, service tax, sales-tax, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. As informed, provisions of investor education and protection fund, customs duty, excise duty are not applicable to the Company during the year under report;

(c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, wealth tax, service tax and cess which have not been deposited on account of any dispute. As informed, provisions of customs duty and excise duty are not applicable to the Company during the year under report

(x) The Company has neither accumulated losses at the end of the financial year nor has incurred cash losses in the current year or in immediately preceding financial year

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society; hence the provisions of clause 4(xiii) of the Order are not applicable to the Company

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments; hence the provisions of clause 4(xiv) of the Order are not applicable to the Company

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions

(xvi) According to the information and explanations given to us by the management, no term loans are raised during the year by the Company; hence the provisions of clause 4(xvi) of the Order are not applicable to the Company

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

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act during the year

(xix) The Company has not issued any debentures. Hence clause 4(xiv) of the order is not applicable to the Company

(xx) The Company has not raised any money through a public issue during the year

(xxi) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For Khimji Kunverji & Co Chartered Accountants Firm Registration No 105146W

Place: Mumbai Shivji K Vikamsey Date: September 24, 2014 Partner (F - 2242)


Mar 31, 2012

1. We have audited the attached Balance Sheet of APTECH LIMITED (hereinafter referred to as 'the Company'), as at 31st March, 2012 and also the Statements of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2012 annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to above, we report that:

I. 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;

II. 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;

III. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

IV 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 (AS) referred to in sub-section (3C) of Section 211 of the Act;

V. On the basis of written representations received from the Directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Section 274(1) (g) of the Act;

VI. Refer Note No. 13.3 regarding the payment of remuneration in excess of amount payable as per provisions of the Act to the Managing Director aggregating to Rs 67.47 Lakhs for which application for approval of Central Government is being made by the Company. The approval of Central Government for the excess remuneration paid to Managing Director in previous year amounting to Rs 25.04 Lakhs is awaited;

VII. Subject to VI above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss, of the 'profit' of the Company for the year ended on that date; and

(c) in the case of Cash Flow statement of the cash flow of the Company for the year ended on that date

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

(b) All fixed assets were physically verified by the management in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets As informed, no material discrepancies were noticed on such verification;

(c) The disposal of fixed assets during the year was not substantial;

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year;

(b) 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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations provided to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Hence, clauses (iii) (b), (c) &

(d) of para 4 of the Order are not applicable to the Company;

(e) According to the information and explanations provided to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Hence, clauses (iii) (f) & (g) of para 4 of the Order are not applicable to the Company.

(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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. As regards the internal control in the area of the sale of services, though there is improvement as compared to prior years, in our opinion, the same needs to be strengthened further to make it commensurate with the size of the Company and the nature of its business.

(v) (a) Based on the audit procedures applied and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 of the Act have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lacs in respect of each party have been entered into during the year under report at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to information and explanations given to us, no deposits have been accepted by the Company from the public in terms of the provisions of Sections 58A, 58AA or rules made thereunder. As informed, no order has been passed by the Company Law Tribunal or any other authority in this respect.

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

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income- tax, wealth-tax, service tax, sales-tax, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. As informed, provisions of investor education and protection fund, customs duty, excise duty are not applicable to the Company during the year under report;

(c) According to the information and explanation given to us, there are no dues of income tax, sales-tax, wealth tax, service tax and cess which have not been deposited on account of any dispute. As informed, provisions of customs duty and excise duty are not applicable to the Company during the year under report.

(x) The Company has neither accumulated losses at the end of the financial year nor has incurred cash losses in the current year or in immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society; hence the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments; hence the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us by the management, no term loans are raised during the year by the Company; hence the provisions of clause 4(xvi) of the Order are not applicable to the Company.

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

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act during the year.

(xix) The Company has not issued any debentures during the year. Hence clause 4(xiv) of the order is not applicable to the Company.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For and on behalf of

KHIMJI KUNVERJI & CO

Chartered Accountants

Registration Number - 105146W

Shivji K Vikamsey

Partner (F-2242)

Place : Mumbai,

Dated : 7th May, 2012


Mar 31, 2011

1. We have audited the attached Consolidated Balance Sheet of Aptech Limited ("the Company") and its Subsidiaries, Joint Ventures and an Associate (collectively referred to as the Group) as at March 31, 2011 and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended March 31, 2011. These financial statements are the responsibility of Aptech Limiteds management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. We report that the Consolidated Financial Statements (CFS) have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21 Consolidated Financial Statements, AS 23 Accounting for Investments in Associates and AS 27 Financial Reporting of Interests in Joint Ventures, notified under Companies (Accounting Standards) Rules, 2006

4. Included in this CFS are Assets, Revenue and Cash flows, as detailed below, which have not been audited by us

Type of No. of Assets Revenue Net Cash Company Cos. (Amount in Rs.) (Amount in Rs.) Flow (Amount in Rs.)

Subsidiaries 4 1,867,730,894 336,827,232 6,258,904

Associate 1 7,079,445 489,589 1,576,283

Total 1,874,810,339 337,316,821 7,835,187

These have been audited / certified by other auditors, whose reports have been furnished to us, and in our opinion, in so far as it relates to the amounts included in respect of these subsidiaries and an Associate, are based solely on the reports of those respective auditors.

5. Further, the CFS includes Assets of Rs. 74,872,974 Revenues of Rs. 3,950,190 and Net Cash Inflow of Rs. 1,60,436 of two Subsidiaries which is based on unaudited financial statements of the Subsidiary, and our opinion in so far as it relates to those amounts is based solely on such unaudited financial statements.

6. Attention is drawn to Note No B.22 (B) of Schedule 16 regarding the payment of Remuneration by certain subsidiaries to their Directors, which in the opinion of the Company, are not covered under the limits specified and requirements of disclosures as per the Companies Act, 1956, on which we are unable to express our opinion.

7. Attention is drawn to Note No B.22 (A) of Schedule 16 regarding the payment of Remuneration by Aptech Limited, in excess of sum payable under Schedule XIII of the Companies Act, 1956 to Managing Director and Executive Director aggregating to Rs. 2,503,601 for which approval of Central Government remains to be obtained.

8. Based on our audit and on consideration of reports of other auditors on separate financial statements/ management certification and on the other financial information of the components and to the best of our information and according to the explanations given to us, we are of the opinion that the attached CFS, read with Para 4 and 6 and subject to para 5 and 7 above, give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Group as at March 31, 2011;

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

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

For and on behalf of

KHIMJI KUNVERJI & CO

Chartered Accountants

Firm Registration No 105146W

Shivji K Vikamsey

Partner Membership No. 2242 Place : Mumbai, Dated : May 30, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of APTECH LIMITED (hereinafter referred to as the Company), as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement for the period from 1st January, 2009 to 31st March, 2010 (hereinafter referred to as the period) annexed thereto. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (hereinafter referred to as the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the Act1), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

I. 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;

II. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

III. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

IV. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards (AS) referred to in sub- section (30 of Section 211 of the Act;

V. On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 274(1) (g) of the Act;

VI. Attention is drawn to Note No. B-2 of Schedule 16 stating the details of revising the Financial Statements for/as at the end of the period, in supersession of previously approved Financial Statements for/as at the end of the same period, inter alia, for the reason of the Scheme of Amalgamation of Aptech Software Limited (a wholly owned subsidiary) with the Company becoming effective consequent to receipt of necessary approvals, subsequent to the date of earlier approval of the financial statements by the Board of Directors of the Company.

VII. Refer Note No. B-16 of Schedule 16 regarding the payment of remuneration in excess of amount payable as per provisions of the Act to the Managing Director aggregating Rs. 46,81,225 for which application for approval of Central Government is being made by the Company.

VIII. Subject to W above in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(b) in the case of the Profit and Loss Account, of the profit1 of the Company for the period ended on that date; and

(c) in the case of Cash Flow statement of the cash flow of the Company for the period ended on that date.

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 3 of Auditors Report of even date to the members of Aptech Limited

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

(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets As informed, no material discrepancies were noticed on such verification.

(c) The disposal of fixed assets during the period was not substantial.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the period.

(b) 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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations provided to js, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Hence, Clauses (iii) (b), (c) & (d) of para 4 of the Order are not applicable.

(b) The Company had taken loan from a firm covered in the register maintained under Section 301 of the Act. The maximum amount involved during the period was Rs. 93 crore and the balance of loans taken from such party as at the date of Balance sheet was Rs. Nil.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan are not prima facie prejudicial to the interest of the Company.

(d) In respect of loan taken, repayment of the principal amount was made as stipulated and payment of interest was regular.

(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. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. As regards the internal control in the area of the sale of services, though there is improvement as compared to prior years, in our opinion, the same needs to be strengthened further to make it commensurate with the size of the Company and the nature of its business.

(v) (a) Based on the audit procedures applied and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lacs in respect of each party have been entered into during the period under report at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to information and explanations given and based on legal opinion obtained, no deposits have been accepted by the Company from the public in terms of the provisions of Sections 58A, 58AA or rules made thereunder. As informed, no order has been passed by the Company Law Tribunal or any other authority in this respect.

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

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for the products of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, cess and other material statutory dues applicable to it. As informed, provisions of investor education and protection fund, customs duty, excise duty are not applicable to the Company during the period.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of profession tax aggregating Rs. 24,690 was outstanding at the period end, for a period exceeding six months from the date they became payable, which has since been paid by the Company.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, cess and other undisputed statutory dues were outstanding, at the period end, for a period of more than six months from the date they became payable. As informed, provisions of investor education and protection fund, customs duty, excise duty are not applicable to the Company during the period.

(c) According to the information and explanation given to js, there are no dues of income tax, sales-tax, wealth tax, service tax and cess which have not been deposited on account of any dispute. As informed, provisions of customs duty and excise duty are not applicable to the Company during the period.

(x) The Company has neither accumulated losses at the end of the financial period nor has incurred cash losses in the current period or in immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society; hence the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments; hence the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act during the period.

(xix) The Company has not issued any debentures during the period.

(xx) The Company has not raised any money through a public issue during the period.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For and on behalf of KHIMJI KUNVERJI & CO.

Chartered Accountants

Firm Registration No. 105146W

Shtvji K. Vlkamsey

Partner

Membership No. 2242

Place: Mumbai

Date: 12thAugust, 2010

Find IFSC