Mar 31, 2016
To The Members of
SAVEN TECHNOLOGIES LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of SAVEN TECHNOLOGIES LIMITED ("the Company") which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 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.
Auditorsâ Responsibility
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 there under and the Order under Section 143(11) of the Act.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
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 March 31, 2016, and its Profit and its Cash Flow for the year ended on that date.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order"), as amended, 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.
2. As required by section 143 (3) of the Act, we report that:
a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account
d. In our opinion, the aforesaid 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 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 the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g. With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 and in our opinion and to the best of our information and according to the explanations given to us:
i. There are no pending litigations which would impact the financial position of the Company.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
"Annexure A" to the Independent Auditors'' Report
Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the financial statements of the Company for the year ended March 31, 2016:
1 ) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) As explained to us, the fixed assets have not been physically verified by the management according to the phased program designed to cover all the fixed assets over the year.
2) The Company does not maintain inventory and therefore we have not reported on the related matters of this clause and sub-clauses (a), (b) and (c).
3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.
4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.
5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.
7) (a) According to information and explanations
given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable. b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.
8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.
9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.
10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;
"Annexure B" to the Independent Auditorsâ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of SAVEN TECHNOLOGIES LIMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations given by the management, 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 and hence not commented upon.
15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.
Management''s Responsibility for Internal Financial Controls
The Company''s management responsible for establishing and maintaining internal financial controls base 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls 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 auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion the Company has, in all material respects, an adequate internal financial control over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
for Rambabu & Co.,
Chartered Accountants
Firm Reg. No: 002976S
GVL PRASAD
Place : Hyderabad Partner
Date : May 6, 2016 Membership No.026548
Mar 31, 2015
We have audited the accompanying financial statements of SAVEN
TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet
as at 31st March 2015, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters 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 the Companies (Accounts)
Rules, 2014. This responsibility also includes the maintenance of
adequate accounting records in accordance with the provision 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 internal financial control, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these 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 misstatements.
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 but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial control
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 management as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
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 March 31st, 2015, and its profit and its cash flows for the year
ended on that date.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order
to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b. In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c. The Balance Sheet, the Statement of Profit and Loss, 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
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 31st March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the other matters included in the Auditor's Report
and in accordance with Rule 11 of The Companies (Audit and Auditors)
Rules, 2014 and in our opinion and to the best of our information and
explanations given to us:
i. There are no pending litigations which would impact the financial
position of the Company.
ii. The Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure referred to in paragraph 1 of our report of even date
i. In respect of the fixed assets of the company:
a) The Company has maintained proper records showing full particular
including quantitative details and situation of fixed assets.
b) As explained to us, the fixed assets have not been physically
verified by the management according to the phased program designed to
cover all the fixed assets over the year.
ii. The Company does not maintain inventory and therefore we have not
reported on the related matters of this clause and sub-clauses (a), (b)
and (c).
iii. No loans were granted by the Company, to any of the parties
covered in the register maintained under section 189 of the Act. Hence
we have not reported on the related matters of this clause and
sub-clauses (a) and (b).
iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business with
regard to purchase of inventory and fixed assets and for sale of
goods/Services. We have not observed any major weakness in the internal
control system during the course of the audit.
v. The Company has not accepted any deposits from the public within the
meaning of sections 73 to 76 or any other relevant provisions of the
Act and rules framed there under.
vi. Maintenance of Cost Records under Section 148(1) of the Act is not
required for the activity carried out by the Company.
vii. a) The Company is regular in depositing undisputed
statutory dues with appropriate authorities including provident fund,
employees' state insurance, income tax, sales tax, service tax, duty of
customs, duty of excise, value added tax, cess and any other statutory
dues applicable to it.
b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax or
cess were in arrears as at
31st March 2015 for a period more than six months from the date they
became payable.
c) According to the information and explanations given to us, there are
no dues of income tax, sales tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax or cess which have not been
deposited on account of any dispute.
d) In our opinion, there are no amounts required to be transferred to
the investor education and protection fund by the Company.
viii. The Company has no accumulated losses at the end of the financial
year and it has not incurred cash loss during the year covered by audit
and in the immediately preceding financial year.
ix. According to the records of the Company examined by us and the
information and explanations given to us, the company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders, as applicable, as at the Balance sheet date.
x. The Company has not given any guarantee for loans taken by others
from bank or financial institutions.
xi. We have not reported on this clause as no term loans were obtained
by the Company according to the information and explanations given to
us.
xii. During the course of our examination of the books and records of
the Company, carried out in accordance with the Generally Accepted
Accounting Practice in India and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company noticed or reported during the year, nor
have we been informed of such case by the management.
For Rambabu & Co.,
Place : Hyderabad Chartered Accountants
Date : May 6, 2015 FRN: 002976S
Mar 31, 2014
We have audited the accompanying financial statements of Omnitech
Infosolutions Ltd, 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.
Management''s Responsibility for the financial statements ''
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Basis of Opinion
1. As stated in the note to financial statement for Retirement
Benefits, The Company''s liability for gratuity is to be determined by
actuarial valuation made at the end of each financial year using the
projected unit credit method. The actuarial valuation report from the
LIC is not available hence the adhoc provision of 50% of the liability
of the previous financial year is made which is not as per accounting
standard ( AS-15) issued by the Institute of chartered Accountant of
India
2. Due to financial irregularity defaults in repayments, winding up
petitions are filed against the company by three unsecured Loan Party
(ICD) and which are pending for admission & for further hearing.
Further there are 2 arbitration petitions filed by two NBFC''s against
the company which are pending for hearing. The Company is in active
discussions with these parties for restructuring of these loans/ICD.
The Management is of the view that since matters relating to several of
the financial irregularities are sub judice and various proceedings are
ongoing, any further adjustments / disclosures to the financial
statements, if required, would be made in the financial statements of
the Company as and when the outcome of the above uncertainties is known
and the consequential adjustments / disclosures are identified
In view of the above, we are unable to comment on the adjustments /
disclosures which may become necessary as a result of further findings
of the ongoing legal proceedings and the consequential impact, if any,
on these financial statements.
Emphasis of Matters:
Without qualifying our opinion we draw our attention to the following
matters:
a. Balances of Debtors, Creditors, Loans and advances given are subject
to confirmation.
b. The company has made the provision for doubtful debts of Rs. 3306.05
against the trade receivable which are outstanding more than 365 days.
c. The inventories carried by the company include software which are in
the form of CDs. We have not verified the technical details of such
CDs.
d. Company also have intangible assets having gross block value of
Rs.19739.41 lacs out of which assets worth Rs. 1736. 57 Lacs have been
acquired during the year from its subsidiary Europe Omnitech Technology
services BV, Netherland. This assets has been acquired under tri party
agreement between the company, its subsidiary and the Vendor. M/S
Europe Omnitech Technology services BV has made payment of 19.00 lacs
Euro to the vendor company in the year 2012. Now Europe Omnitech
Technology services BV has transferred the said intangible assets to
the company at the value which it has paid to the vendor plus interest
of 1.99 lacs Euro. We have not verified the technical aspects of the
intangible assets.
e. The company have not been able to recover Rs 318.45 Lacs from the
staff who have left the company. The same have been written off in the
books during the year.
f. As stated in Note 3 "Long Term Borrowings" and Note 6 "Short Term
Borrowings" of the Financial Statements, wherein the Company''s loan
liabilities has been reinstated in the Financial Statements based on
the bank statements pursuant to the Corporate Debt Restructuring Scheme
("CDR"). However, as per the information and explanation provided to
us, the Company is yet to Comply with the terms and conditions of the
scheme of CDR The company has been sanctioned Term Loans from GE
Capital Services and the outstanding balance as on 31st March 2014 is
Rs.3146.47 lacs. The company has not been able to repay the stipulated
instalments and hence the GE Capital Services who has gone for
arbitration and has called back the credit facility hence the same has
been classified under Short term borrowings.
g. The Company has not been able to perform few contracts with some
parties for which it has to pay damages of Rs.13.48 Lacs. Apart from
this one customer has invoked Bank Guarantee of Rs. 77.20 lacs for non
performance of Contract. The management informed us that they are
perusing with the customers and are hopeful to get the money back from
the customer.
h. As informed by the management the company has invested Rs. 14.06
lacs in its subsidiary in USA which is functioning at lower level of
operation and its investment value has been eroded and Similarly
company had invested Rs.45.41 lacs in one of its subsidiaries in
Singapore and as informed by the management the operation is not
started and hence the company has provided for the diminution in the
value of investment in accordance with the accounting standard 13
issued by the ICAI
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required subject to the our
comments in paragraph 1 & 2 in basis of opinion and in paragraph a to h
in Emphasis of Matters above, give a true and fair view in conformity
with the accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2014;
b) in the case of the statement of Profit and Loss, of the loss for the
year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
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 Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
ANNEXURE TO THE AUDITOR''S REPORT ( Referred to in paragraph 3 of our
report of even date )
i. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) The fixed assets are physically verified by the Management at
reasonable intervals having regard to size of the Company and nature of
its assets. We have been informed that no material discrepancies were
noticed during such physical verification. The fixed assets has been
verified by the auditor appointed by the bank for special audit for CDR
purpose.
(c) According to information and explanation given to us, we are of the
opinion that during the year, the company has not sold/disposed off any
substantial part of its fixed assets; accordingly, going concern is not
affected and hence the provisions of sub clause (c) of clause (i) of
this order are not applicable
ii. (a) According to information and explanation given to us, the
inventory other than any inventory in transits has been physically
verified during the year by the management at regular intervals. In our
opinion, the frequency of verification carried out by the management is
reasonable. The inventory has been verified by the auditor appointed by
the bank for special audit for CDR purpose.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the company is maintaining proper records of inventory.
During the year the company has written off the inventory worth of
Rs.2103.19 lakhs. Also during the year the company has treated certain
stock amounting to Rs.1690.41 lakhs as stock in trade, which was
earlier treated as part of capital work in progress.
iii. (a) The Company has granted unsecured loans to its subsidiary
Company listed in the register maintained under Section 301 of the
Companies Act 1956. The maximum amount involved during the year in
respect of the said loans was Rs. 3651.96 Lacs and the year- end
balance of loan granted to the party was Rs.2019.66 Lacs.
(b) In our opinion, prima facie, the interest and other terms and
conditions of the aforesaid loan granted are not prejudicial to the
interest of the Company.
(c) In case of the loan granted to the subsidiary Company listed in the
register maintained u/s.301, The interest amount has been debited to
the lonee''s account. The terms of arrangement do not stipulate any
repayment schedule and the loan is repayable on demand. Accordingly
paragraph 4(iii)(c) of the Order is not applicable to the Company in
respect of repayment of the principal amount.
(d) Unsecured loans granted by the company are repayable on demand,
hence there are no overdue amounts of more than rupees one lacs in
respect of the loan granted to the subsidiary Company.
(e) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, provisions of clause 4(iii)) and
(g) of the Order, are not applicable to the Company and hence not
commented upon.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of inventory, fixed assets and for the sale
of goods. Further based on our examinations and according to the
information and explanations given to us, we have neither come across
nor have we been informed of any major weakness in the internal
control.
v. (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301 of the Companies
Act, 1956, if any, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lakhs in
respect of any party during the year have been made at prices which are
reasonable having regards to prevailing market prices at the relevant
time.
vi. The Company has taken deposits from the public within the meaning
of section 58 - A & 58 AA of the Companies Act, 1956 and the Companies
(Acceptance of Deposit) rules 1975 and hence the provisions of the
clause of 4(vi) of the Companies (Auditor''s Report) Order, 2003 (as
amended) are applicable to the company.The company has made the default
in making the repayment of deposit to the deposit holders on maturity
of the deposits. The company has not made compliance with rule 3Afor
maintenance of liquid assets and also made default in filling return of
deposit with the registrar and RBI. However the company has made
application to th e central government for extension of time limit for
making the repayment of deposits.
vii. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
viii. In our opinion and according to the information and explanations
given to us, the maintenance of cost records has not been prescribed by
the Central Government under section 209 (l)(d) of the Companies Act,
1956, for the products manufactured / traded by the Company.
ix. (a) Undisputed Statutory dues including provident fund, investor
education and protection fund, employees state insurance, income tax,
value added tax, wealth tax, service tax, custom duty, excise duty,
cess and other material statutory dues as may be applicable to company,
have been irregularly deposited with the appropriate authorities
(b) According to the information and explanations given to us, as shown
in the table below there are the undisputed amounts payable in respect
of wealth tax, sales tax, customs duty, excise duty and cess if
applicable and were in arrears, as at March 31, 2014 for a period of
more than six months from the date they became payable.
Nature of Statutory
Dues Amount in Lacs Period to which the tax
amount relates
4.46 2012-13
Central Sales Tax Payable-
Maharashtra
13.81 2013-14
Central Sales Tax Payable-
Gurgaon 4.99 2013-14
Central Sales Tax Payable-
Karnataka 1.39 2013-14
Central Sales Tax Payable-
Tamil Nadu 0.81 2011-12
17.14 2010-11
Value Added Tax-Maharashtra 151.00 2011-12
111.89 2012-13
Value Added Tax- Kolkatta 28.37 2013-14
0.55 2011-12
Value Added Tax- Tamil Nadu
0.04 2013-14
130.28 2012-13
Service Tax Payable
110.25 2013 14
125.87 2012-13
Tax Deducted At Source
163.66 2013-14
422.37 2010-11
Income Tax Payable
(Including 925.52 2011-12
Interest)
188.96 2012-13
Employees State Insurance 3.00 2013-14
Provident Fund 17.24 2013-14
Profession Tax Payable 1.70 2013-14
g (c) According to the information and explanation given to us, the
following amount of vat tax, customs duty wealth tax, excise duty and
cess has not been deposited on account of any dispute. -
Sr
No Nature of Statute Nature of Dues Period to which it
relates
1 Income Tax Act 1961 Income Tax Asst Year 2009- 10
2 Do Do Asst Year 2010- 11
3 Value Added Tax
Act Vat Financial year
2008-09
Name of Statue Forum where the Amount in Lacs
dispute is
pending
Income Tax Act 1961 CIT Appeals Rs. 0.67
Do Do Rs. 0.57
Value Added Tax Act Dy Commssioner Rs. 50.43
of sales tax
(Appeal) and
Rs.422.68
x. The company has not accumulated losses as at March 31, 2014 however
it as incurred losses of Rs. 14647.88 lakhs during the financial year
ended on that date.
xi. In our opinion and according to the information and explanations
given to us, the company has defaulted in repayments term loans from
banks or financial institution as at balance sheet date. The company
has also applied for capital debt restructuring with the banks for
rescheduling of terms loans and other credit facility.
xii. In our opinion and according to information and explanations given
to us, the company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
xiii. In our opinion, the company is not a chit fund or a nidhi mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor''s Report) Order, 2003 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 except those
investment which are held as investments. Accordingly the provisions of
clause 4 (xiv) of the companies (Auditor''s Report) are not applicable
to the company.
xv. According to information and explanation given to us, the company
has given the following guarantee to various banks for granting the
credit facility to subsidiaries. The terms and other conditions, in our
opinion are nor prima facie prejudicial to the interest of the company
Sr
No. Name of the Subsidiaries Name of the
Bank Amount Purpose
1. Europe Omnitech Technology
Services ICICI Bank USD 10.80 millions Acquisit
-ion of
company
at abroad
2. Omnitech Services Pte Ltd Axis Bank USD 32 Lacs For working
capital
facility
3. Avensus Netherland B.V Axis Bank USD 15 Lacs For working
capital
facility
xvi. In our opinion, the term loans have been applied for the purpose
for which they were raised.
Xvii On the overall examinations of the balance sheet of the company,
in our opinion and according to information and explanations given to
us, no instances of application of long term funds for short term
purposes and short term fund for long term purposes were noticed.
xviii According to the information and explanations given to us, the
company has not made any preferential allotment of equity shares to
parties covered in the register maintained under section under section
301 of the Act.
xix. The Company has not issued any debentures during the year; hence
the provisions of clause (xix) are not applicable.
xx. In our opinion, the company has not raised money by way of public
issue during the year, hence this clause will not applicable to the
company.
xxi. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For POLADIA & CO.
Chartered Accountants
FRN No.: 128274W
Navin Gala
(Partner)
Membership No.: 040640
Place: Mumbai
Date: 28th May, 2014
Mar 31, 2013
Report on Financial Statements
We have audited the accompanying financial statements of SAVEN
TECHNOLOGIES LIMITED, Hyderabad ("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 then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) In the case of the Statement of Profit and Loss, of the profit 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 Regularity Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956.
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
Annexure to Independent Auditor''s Report
1. In respect of its fixed assets;
(a) The company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) As explained to us, all the fixed assets have not been physically
verified by the management during the year but there is a program of
verification in phased periodical manner at regular intervals; which in
our opinion is reasonable, having regard to the size of the Company and
the nature of its assets. No material discrepancies were noticed on
such physical verification.
(c) During the year, the company has not disposed off substantial part
of the assets. According to the information and explanations given to
us, we are of the opinion that no transactions are effected involving
disposal of assets so as to affect going concern status of the company.
2. In respect of Inventories;
(a) As explained to us, the Company does not hold any inventories and,
hence the question of physical verification, procedures followed for
verification and discrepancies thereof does not arise.
3. In respect of loans, secured or unsecured , granted or taken by the
company to/from companies, firms or other parties covered in the
register maintained under section 301 of the companies Act , 1956;
(a) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken/granted any loans, secured or unsecured, to companies, firms
or other parties listed in the register maintained under Section 301 of
the Companies Act, 1956. Consequently, the provisions of clauses iii
(b), iii(c) and iii (d) of the order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control procedure commensurate
with the size of the company and the nature of its business, for the
purchase of fixed assets, office equipment, including the services and
for sale of services. During the course of our audit, no major instance
of continuing failure to correct any weaknesses in the internal
controls has been noticed.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, that needed to be entered into the Register maintained
under section 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 with
parties covered above during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
6. According to the information and explanation given to us, the
Company has not accepted any deposits from the public. Therefore the
provisions of clause (vi) of paragraph 4 of the order are not
applicable to the company.
7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8. We are informed and according to the information and explanations
given to us, that the Central Government has not prescribed maintenance
of cost records under sec 209(1)(d) of the Companies Act, 1956, for the
activities of the company.
9. In respect of statutory dues;
a. According to the records of the company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax Investor Education and
Protection Fund, Sales-tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, cess to the extent applicable and any other statutory dues
have generally been regularly deposited with the appropriate
authorities. According to the information and explanations given to us
there were no outstanding statutory dues as on 31st of March, 2013 for
a period of more than six months from the date they became payable.
b. According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes.
10. In our opinion, the Company has accumulated losses at the end of
the year and has not incurred cash losses during the financial year
covered by our audit and in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institutions, banks or debenture holders.
12. According to the information and explanations given 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.
13. In our opinion, the Company is not a chit fund or a nidhi /mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditor''s Report) Order, 2003 (as amended) are not
applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities, and debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the Company.
15. In our opinion, according to the information and explanations
given to us, the Company has not given any guarantees for loan taken by
others from a bank or financial institutions.
16. In our opinion, according to the information given by the
management, we report that the company has raised term loans during the
year and the same were applied for the purpose for which they were
obtained.
17. In our opinion, according to the information and explanations
given to us and on an overall examination of the statements and records
of the Company, that the funds raised on short term basis have, prima
facie, not been used during the year for long-term investment.
18. In our opinion, the Company has not made any preferential
allotment of shares during the year to parties and companies covered in
the register maintained u/s 301 of the Companies Act, 1956.
19. In our opinion and according to the information and explanations
given to us, the Company has not issued debentures during the year. In
our opinion, the company is not required to create/ register or modify
any security (charge) as the company is not holding/ issued any
Debentures.
20. In our opinion, the Company has not raised any money by public
issue for any specific purpose during the year.
21. Based on the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the year.
for Rambabu & Co.,
Chartered Accountants
Firm Reg. No: 002976S
Ravi Rambabu
Place : Hyderabad Partner
Date : May 2, 2013 Membership No.18541
Mar 31, 2012
We have audited the attached Balance Sheet of SAVEN TECHNOLOGIES
LIMITED, HYDERABAD, as at 31st March, 2012 and the statement of Profit
and Loss for the year ended on that date annexed thereto and Cash Flow
Statement for the year ended on that date which we signed in reference
to this Report. These financial statements are the responsibility of
the Company's Management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from 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.
1. As required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. Further to our comments in the annexure referred to in paragraph 1
above, we report that:
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this Report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956.
v) In our opinion and based on written representations received from
Directors, and taken on record by the Board of Directors, none of the
Directors is disqualified as on 31st March, 2012 from being appointed
as a Director in terms of clause (g) of sub-section (1) of Section 274
of the Companies Act, 1956;
vi) In our opinion and to the best of our information and according to
the explanations given to us, they said accounts read with significant
accounting policies and other Notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the Accounting Principles
generally accepted in India:
a) In so far as it relates to Balance Sheet, of the state of affairs of
the Company as at 31st March, 2012;
b) In so far as it relates to Statement of Profit and Loss, of the
profit of the Company for the year ended on that date; and
c) In so far as it relates to Cash Flow Statement, of the cash flows of
the Company for the year ended on that date.
Annexure to the Auditors' Report
Referred to as in paragraph 1 of our Report of even date.
1. In respect of its Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including details and situation of Fixed Assets.
(b) As explained to us, all the Fixed Assets have not been physically
verified by the Management during the year but there is a program of
verification in phased periodical manner at regular intervals, which in
our opinion is reasonable, having regard to the size of the Company and
the nature of its assets. No material discrepancies were noticed on such
physical verification.
(c) During the year, the Company has not disposed off substantial part
of the assets. According to the information and explanations given to
us, we are of the opinion that no transactions are affected involving
disposal of assets so as to affect going concern status of the Company.
2. In respect of its Inventories:
As explained to us, the Company does not hold any inventories and,
hence, the question of physical verification, procedures followed for
verification and discrepancies thereof does not arise.
3. In respect of loans secured or unsecured, granted or taken by the
Company to / from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) During the year, the Company has not taken / granted loans from /
to parties covered in the Register maintained under Section 301 of the
Companies Act 1956 and accordingly paragraph 4(iii)(b)(c) and (d) of
the order does not arise.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for purchase of fixed assets, office equipment and for
rendering of services.
During the course of our audit, based on our audit procedures applied,
we have not observed any continuing failure to correct major weaknesses
in internal controls.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, that needed to be entered into the Register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 with
parties covered above, during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any Deposits from public to
which the directives issued by the Reserve Bank of India and the
provisions of Sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975 framed there under
apply.
7. In our opinion, the Company has an independent internal audit
system commensurate with its size and the nature of its business.
8. We are informed and according to the information and explanations
given to us, that the Central Government has not prescribed maintenance
of cost records under Section 209(1)(d) of the Companies Act, 1956, for
the activities of the Company.
9. In respect of statutory dues:
(a) According to the records of the Company and as per the information
and explanations given to us, the Company is generally regular in
depositing with appropriate authorities undisputed statutory dues
including provident fund, Employees state insurance, Income tax,
investor education and protection fund, Sales Tax, Wealth Tax, Customs
Duty, Excise Duty, Cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us, no
disputed amounts payable in respect of Wealth tax, Income tax, Sales
tax, Customs duty, Excise duty and Cess were outstanding, as at 31st
March, 2012 for a period of more than six months from the date they
became payable.
(c) According to the information and explanations given to us, there
are no dues of sales tax, income tax, Customs duty, Wealth tax, Excise
duty and Cess, which have not been deposited on account of any dispute.
10. In our opinion, the Company has accumulated losses at the end of
the year and has not incurred cash losses during the financial year
covered by our audit and in the immediately preceding financial year.
11. As per the records of the Company and according to the information
and explanations given to us, we are of the opinion that the Company
has not defaulted in repayment of dues to financial institutions, banks
or debenture holders.
12. According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society. Accordingly, the provisions of clause 4(xiii)
of the Companies (Auditor's Report) Order, 2003 are not applicable to
the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities and debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Companies (Auditor's Report)
Order, 2003 are not applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the Company has not given guarantees for loans taken by
others from banks or financial institutions.
16. In our opinion, during the year, the Company has not taken any
fresh term loans.
17. In our opinion, according to the information and explanations
given to us and on an overall examination of statements and records of
the Company, that the funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
18. In our opinion and according to the information and explanations
given to us, the Company has not issued debentures during the year.
19. In our opinion, the Company has not raised money by way of public
issue for any specific purpose during the year.
20. In our opinion, the Company has not made any preferential
allotment of shares/securities during the year to parties and companies
covered in the register maintained under section 301 of the Companies
Act, 1956.
21. In our opinion, the Company is not required to create / register /
modify any security (Charge) as the Company is not holding / issued any
debentures.
22. According to the information and explanations given to us and
based on audit procedures performed, no fraud on or by the Company has
been noticed during the year.
for Rambabu & Co.,
Chartered Accountants
Firm Reg. No: 002976S
Ravi Rambabu
Place : Hyderabad Partner
Date : May 23, 2012 Membership No.18541
Mar 31, 2011
We have audited the attached Balance Sheet of SAVEN TECHNOLOGIES
LIMITED, HYDERABAD, as at 31st March, 2011 and the Profit and Loss
Account for the year ended on that date annexed thereto and Cash Flow
Statement for the year ended on that date which we signed in reference
to this Report. These financial statements are the responsibility of
the Company's Management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from 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.
1. As required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. Further to our comments in the annexure referred to in paragraph 1
above, we report that :
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this Report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
v) In our opinion and based on written representations received from
Directors, and taken on record by the Board of Directors, none of the
Directors is disqualified as on 31st March, 2011 from being appointed
as a Director in terms of clause (g) of sub-section (1) of Section 274
of the Companies Act, 1956;
vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with significant
accounting policies and other Notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the Accounting Principles
generally accepted in India:
a) in so far as it relates to Balance Sheet, of the state of affairs of
the Company as at 31st March, 2011;
b) in so far as it relates to Profit and Loss Account, of the profit of
the Company for the year ended on that date; and
c) in so far as it relates to Cash Flow Statement, of the cash flows of
the Company for the year ended on that date.
Annexure to the Auditors' Report:
Referred to as in paragraph 1 of our Report of even date.
1. In respect of its Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including details and situation of Fixed Assets.
(b) As explained to us, all the Fixed Assets have not been physically
verified by the Management during the year but there is a program of
verification in phased periodical manner at regular intervals, which in
our opinion is reasonable, having regard to the size of the Company and
the nature of its assets. No material discrepancies were noticed on
such physical verification.
(c) During the year, the Company has not disposed off substantial part
of the assets. According to the information and explanations given to
us, we are of the opinion that no transactions are affected involving
disposal of assets so as to affect going concern status of the Company.
2. In respect of its Inventories:
As explained to us, the Company does not hold any inventories and,
hence, the question of physical verification, procedures followed for
verification and discrepancies thereof does not arise.
3. In respect of loans secured or unsecured, granted or taken by the
Company to / from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) During the year, the Company has not taken / granted loans from /
to parties covered in the Register maintained under Section 301 of the
Companies Act 1956 and accordingly paragraph 4(iii)(b)(c) and (d) of
the order does not arise.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for purchase of fixed assets, office equipment and for
rendering of services. During the course of our audit, based on our
audit procedures applied, we have not observed any continuing failure
to correct major weaknesses in internal controls.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, that needed to be entered into the Register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 with
parties covered above, during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any Deposits from public to
which the directives issued by the Reserve Bank of India and the
provisions of Sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975 framed there under
apply.
7. In our opinion, the Company has an independent internal audit
system commensurate with its size and the nature of its business.
8. We are informed and according to the information and explanations
given to us, that the Central Government has not prescribed maintenance
of cost records under Section 209(1 )(d) of the Companies Act, 1956,
for the activities of the Company.
9. In respect of statutory dues:
(a) According to the records of the Company and as per the information
and explanations given to us, the Company is generally regular in
depositing with appropriate authorities undisputed statutory dues
including provident fund, Employees state insurance, Income tax,
investor education and protection fund, Sales Tax, Wealth Tax, Customs
Duty, Excise Duty, Cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us, no
disputed amounts payable in respect of Wealth tax, Income tax, Sales
tax, Customs duty, Excise duty and Cess were outstanding,as at 31st
March, 2011 for a period of more than six months from the date they
became payable.
(c) According to the information and explanations given to us, there
are no dues of sales tax, income tax, Customs duty, Wealth tax, Excise
duty and Cess, which have not been deposited on account of any dispute.
10. In our opinion, the Company has accumulated losses at the end of
the year and has not incurred cash losses during the financial year
covered by our audit and in the immediately preceding financial year.
11. As per the records of the Company and according to the information
and explanations given to us, we are of the opinion that the Company
has not defaulted in repayment of dues to financial institutions, banks
or debenture holders.
12. According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society. Accordingly, the provisions of clause 4(xiii)
of the Companies (Auditor's Report) Order, 2003 are not applicable to
the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities and debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Companies (Auditor's Report)
Order, 2003 are not applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the Company has not given guarantees for loans taken by
others from banks or financial institutions.
16. In our opinion, during the year, the Company has not taken any
fresh term loans.
17. In our opinion, according to the information and explanations
given to us and on an overall examination of statements and records of
the Company, that the funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
18. In our opinion and according to the information and explanations
given to us, the Company has not issued debentures during the year.
19. In our opinion, the Company has not raised money by way of public
issue for any specific purpose during the year.
20. In our opinion, the Company has not made any preferential
allotment of shares/securities during the year to parties and companies
covered in the register maintained under section 301 of the Companies
Act, 1956.
21. In our opinion, the Company is not required to create / register /
modify any security (Charge) as the Company is not holding / issued any
debentures.
22. According to the information and explanations given to us and
based on audit procedures performed, no fraud on or by the Company has
been noticed during the year.
For RAMBABU & CO.,
Chartered Accountants
Firm Reg. No: 002976S
RAVI RAMBABU
Partner
M.No. 18541
Place: Hyderabad
Date : August 11, 2011
Mar 31, 2010
We have audited the attached Balance Sheet of SAVEN TECHNOLOGIES
LIMITED, HYDERABAD, as at 31st March, 2010 and the Profit and Loss
Account for the year ended on that date annexed thereto and Cash Flow
Statement for the year ended on that date which we signed in reference
to this Report. 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.
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 from 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.
1. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. Further to our comments in the annexure referred to in paragraph 1
above, we report that:
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
iv) In our opinion, the Balance Sheet, Profit and Loss
Account and Cash Flow Statement dealt with by this Report comply with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956.
v) Attention is invited to Point No (C) of Note No.4 to Notes on
Accounts of Schedule 13 regarding that, the Company has made
application in the month of March, 2010 to the Reserve Bank of India
seeking its approval for writing off of the investment made in and dues
receivable from Saven Technologies (UK) Limited, a Wholly-Owned
Subsidiary of the Company, on dissolution of Saven Technologies (UK)
Limited.
vi) In our opinion and based on written representations received from
Directors, and taken on record by the Board of Directors, none of the
Directors is disqualified as on 31st March, 2010 from being appointed
as a Director in terms of clause (g) of sub-section (1) of Section 274
of the Companies Act, 1956;
vii) Subject to paragraphs (v) above, in our opinion and to the best of
our information and according to the explanations given to us, the said
accounts read with significant accounting policies and other Notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the Accounting Principles generally accepted in India:
a) in so far as it relates to Balance Sheet, of the state of affairs of
the Company as at 31st March, 2010;
b) in so far as it relates to Profit and Loss Account, of the profit of
the Company for the year ended on that date; and
c) in so far as it relates to Cash Flow Statement, of the cash flows of
the Company for the year ended on that date.
Annexure to the Auditors Report Referred to as in paragraph 1 of our
Report of even date.
1. In respect of its Fixed Assets:
(a) The Company has maintained proper records showing full particulars
including details and situation of Fixed Assets.
(b) As explained to us, all the Fixed Assets have not been physically
verified by the Management during the year but there is a program of
verification in phased periodical manner at regular intervals, which in
our opinion is reasonable, having regard to the size of the Company and
the nature of its assets. No material discrepancies were noticed on
such physical verification.
(c) During the year, the Company has not disposed off substantial part
of the assets. According to the information and explanations given to
us, we are of the opinion that no transactions are affected involving
disposal of assets so as to affect going concern status of the Company.
2. In respect of its Inventories:
As explained to us, the Company does not hold any inventories and,
hence, the question of physical verification, procedures followed for
verification and discrepancies thereof does not arise.
3. In respect of loans secured or unsecured, granted or taken by the
Company to / from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956:
(a) During the year, the Company has not taken / granted loans from /
to parties covered in the Register maintained under Section 301 of the
Companies Act 1956 and accordingly paragraph 4(iii)(b)(c) and (d) of
the order does not arise.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for purchase of fixed assets, office equipment and for
rendering of services. During the course of our audit, based on our
audit procedures applied, we have not observed any continuing failure
to correct major weaknesses in internal controls.
5. In respect of transactions covered under Section 301 of the
Companies Act, 1956:
(a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements, that needed to be entered into the Register maintained
under Section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5,00,000 with
parties covered above, during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any Deposits from public to
which the directives issued by the Reserve Bank of India and the
provisions of Sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975 framed there under
apply.
7. In our opinion, the Company has an independent internal audit
system commensurate with its size and the nature of its business.
8. We are informed and according to the information and explanations
given to us, that the Central Government has not prescribed maintenance
of cost records under Section 209(1)(d) of the Companies Act, 1956, for
the activities of the Company.
9. In respect of statutory dues:
(a) According to the records of the Company and as per the information
and explanations given to us, the Company is generally regular in
depositing with appropriate authorities undisputed statutory dues
including provident fund, Employees state insurance, Income tax,
investor education and protection fund, Sales Tax, Wealth Tax, Customs
Duty, Excise Duty, Cess and other material statutory dues applicable to
it.
(b) According to the information and explanations given to us, no
disputed amounts payable in respect of Wealth tax, Income tax, Sales
tax, Customs duty, Excise duty and Cess were outstanding, as at 31st
March, 2010 for a period of more than six months from the date they
became payable.
(c) According to the information and explanations given to us, there
are no dues of sales tax, income tax, Customs duty, Wealth tax, Excise
duty and Cess, which have not been deposited on account of any dispute.
10. In our opinion, the Company has accumulated losses at the end of
the year and has not incurred cash losses during the financial year
covered by our audit and in the immediately preceding financial year.
11. As per the records of the Company and according to the information
and explanations given to us, we are of the opinion that the Company
has not defaulted in repayment of dues to financial institutions, banks
or debenture holders.
12. According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society. Accordingly, the provisions of clause 4(xiii)
of the Companies (Auditors Report) Order, 2003 are not applicable to
the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities and debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Companies (Auditors Report)
Order, 2003 are not applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, the Company has not given guarantees for loans taken by
others from banks or financial institutions.
16. In our opinion, during the year, the Company has not taken any
fresh term loans.
17. In our opinion, according to the information and explanations
given to us and on an overall examination of statements and records of
the Company, that the funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
18. In our opinion and according to the information and explanations
given to us, the Company has not issued debentures during the year.
19. In our opinion, the Company has not raised money by way of public
issue for any specific purpose during the year.
20. In our opinion, the Company has not made any preferential
allotment of shares/securities during the year to parties and companies
covered in the register maintained under section 301 of the Companies
Act, 1956.
21. In our opinion, the Company is not required to create / register /
modify any security (Charge) as the Company is not holding / issued any
debentures.
22. According to the information and explanations given to us and
based on audit procedures performed, no fraud on or by the Company has
been noticed during the year.
for Rambabu & Co.,
Chartered Accountants
Firm Reg. No: 002976S
Ravi Rambabu
Place : Hyderabad Partner
Date : May 20, 2010 M.No.18541