Mar 31, 2016
To
The Members of Unisys Softwares & Holding Industries Limited
Report on the Financial Statements
1. We have audited the accompanying financial statements of M/s. Unisys Softwares & Holding Industries Limited, which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
2. The Companyâs Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 the 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.
Auditorsâ 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 there under.
4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
6. 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 auditorsâ 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 Companyâs 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 Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
7. 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
8. 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 flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by âthe Companies (Auditors Report) Order, 2016 (âthe Orderâ)â, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the âOrderâ), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanation given to us, we give in the Annexure B a statement on the matters specified in the paragraph 3 and 4 of the Order.
10. 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 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 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and according the explanations given to us, none of the clauses are applicable to the Company.
ANNEXURE âAâ TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 10(f) of the Independent Auditorsâ Report of even date to the members of M/s. Unisys Softwares & Holding Industries Limited on the standalone financial statements for the year ended March 31, 2016
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls over financial reporting of M/s. Unisys Softwares & Holding Industries Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. 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.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that â
a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) 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
c) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. 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
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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.
ANNEXURE âBâ TO INDEPENDENT AUDITORSâ REPORT
Referred to in paragraph 9 of the Independent Auditorsâ Report of even date to the members of M/s. Unisys Softwares & Holding Industries Limited on the standalone financial statements for the year ended March 31, 2016 â
1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification, the same have been properly dealt with in the books of account;
2) 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.
3) The Company has not granted any loan to any parties covered in the register maintained under section 189 of the Companies Act, 2013 and hence clauses (b) & (c) are not applicable.
4) The Company has not granted loans or made investment or given any guarantee or security as covered in the provisions of section 185 and 186 of the Companies Act, 2013 therefore, Clause (IV) of the order is not applicable to the company.
5) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
6) The requirement of maintaining Cost Records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is not applicable to the company.
7) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, investor education and protection fund, employeesâ state insurance, income-tax, sales-tax, wealth-tax, service 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 provident fund, investor education and protection fund, employeesâ state insurance, income-tax, wealth-tax, service tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
c) According to the information and explanations given to us, the dues outstanding of income tax, sales-tax, service tax, duty of customs, duty of excise or value added tax, which have not been deposited on account of any dispute, are as follows:
Name of the Statue |
Nature of Dues |
Disputed Amount |
Financial Year for which it relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Income Tax |
75,00,980/- |
2012-13 |
Income Tax Appellate Tribunal |
Income Tax Act, 1961 |
Income Tax |
26,55,090/- |
2013-14 |
Income Tax Appellate Tribunal |
d) The Company is not required to transfer any funds to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act.
8) The Company has not taken loan from any financial institution or bank therefore, Clause (VIII) of the order is not applicable to the company.
9) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer, hence not commented upon.
10) Based on the Audit procedures performed for the purpose of reporting the true and fair view of financial statements and according to the information and explanations provided to us, we report that no material fraud by the Company or on the Company by the officers and employees of the Company has been noticed or reported during the year.
11) According to the information and explanations given to us, the managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of Section 197, read with Schedule V of the Act.
12) In our opinion, the Company is not a nidhi company. Therefore the provisions of Clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
13) According to the information and explanations given to us, transactions with related parties are in compliances with section 177 and 188 of the Act where applicable and details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
14) According to the information and explanations given to us, and on overall examination of Balance Sheet, the Company has not made any Preferential Allotment or private placement of Shares or fully or partly convertible debentures during the year and hence, reporting requirements under clause 3(xiv) are not applicable to the Company, and not commented upon.
15) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with Directors or persons connected with him.
16) The Company is already registered under section 45-IA of the Reserve Bank of India Act, 1934.
For B. S. Kedia & Co.
Chartered Accountants
ICAI Registration No. 317159E
Place : Kolkata
Date : May 30, 2016
Vikash Kedia
Proprietor
Membership No.066852
Mar 31, 2015
We have audited the accompanying financial statements of M/s. Unisys
Softwares & Holding Industries Limited, 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 the
significant accounting policies and other explanatory information
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters 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 the 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.
Auditors' 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.
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 the ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company's
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted
in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2015;
b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date, and
c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters Specified in 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 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 31 March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies Act, 2013 (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our knowledge
and belief and according to the information and explanations given to
us.
i. The Company does not have any pending litigations which would
impact its financial position;
ii. The Company did not have any long-term contracts including
derivatives contracts for which there were any material foreseeable
losses;
iii. The Company was not required to transfer any fund into the
Investors Education and Protection Fund during the year.
Annexure to the Auditors' Report
Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' of our Report of even date to the members of JmD
Telefilms Industries Limited on the accounts of the company for the
year ended 31st march, 2015.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
(i) In respect of 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, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.
c) In our opinion and according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption.
(ii) In respect of its Inventories:
(a) The inventory of shares held in demat form have been verified or
confirmed with the statement of holdings provided by the Depository and
in respect of securities not in demat form have been physically
verified by the management at reasonable intervals.
(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 on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification.
(iii) In respect of loans, secured or unsecured, granted to the parties
covered in register maintained under section 189 of the Companies Act
2013:
a) According to the information and explanations given to us, the
Company has not granted any loans to companies, firms or other parties
covered in the Register maintained under Section 189 of the Companies
Act, 2013; and therefore paragraph 3(iii) of the Order is not
applicable.
(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 (and/services). During the course of our Audit, we have not
observed any continuing failure to correct major weaknesses in internal
control.
(v) The company has not received any public deposits during the year.
(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, in respect of the activities carried on by the Company.
(vii) In respect of statutory dues:
a) According to the records of the company and information and
explanations given to us, the Company has generally been regular in
depositing undisputed statutory dues, including Provident Fund,
employees state insurance (ESI), Investor Education and Protection
Fund, Income-tax, Tax deducted at sources, Ta x collected at source,
Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it, with the appropriate authorities.
b) According to the information and explanations given to us, there
were no undisputed amounts payable in respect of Income-tax, Wealth
Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material
statutory dues in arrears /were outstanding as at 31 March, 2015 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
were no amounts which required to be transferred by the Company to the
Investor Education and Protection Fund.
(viii) The company does not have the accumulated losses at the end of
financial year. The company has not incurred any Cash losses during the
financial covered by our Audit and the immediately preceding financial
year.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions, banks and debenture holders.
(x) In our opinion, and according to the information and the
explanation given to us, the company has not given any guarantee for
loans taken by others from banks or financial institutions during the
year.
(xi) The company has not obtained any term loan during the year, so
this para of order is not applicable.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For B. S. kedia & Co.
Chartered Accountants
ICAI Registration No.
317159E
Place : Kolkata
Date : May 29, 2015
Vikash kedia
Proprietor
Membership No.066852
Mar 31, 2014
We have audited the accompanying financial statements of M/s. Unisys
Softwares & Holding Industries Limited, which comprise the Balance
Sheet as at 31st March, 2014, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th
September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013 and in accordance with the
accounting principles generally accepted in India. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers the internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Management, as well as evaluating the overall
presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide 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 31st March, 2014;
b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date, and
c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with Accounting Standards
notified under the Act read with the General Circular 15/2013 dated
13th September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013.
(e) On the basis of the written representations received from the
directors as on 31st March, 2014 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2014
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Act.
Annexure to the Auditors'' Report
(Referred to in Paragraph 1 of our report of even date)
1. (a) The Company has maintained proper books of records showing full
particulars including quantitative details and situations of fixed
assets (i.e. software).
(b) Fixed Assets (i.e. Software) have been physically verified by the
management during the year. No material discrepancies were noticed on
such verification.
(c) In our opinion and according to the information and explanation
given to us, the Company has not made any substantial disposal during
the year.
2. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
3. 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.
4. On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material.
5. (a) According to the information and explanation given to us and on
the basis of records furnished before 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 Companies
Act, 1956.
(b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies
(Auditors'' Report) Order, 2003 are not applicable.
(c) According to the information and explanation given to us and on the
basis of records furnished before us for the verification, 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 Act.
(d) In view of above, clause 4(iii)(e), (f) and (g) of Companies
(Auditors'' Report) Order, 2003 are not applicable.
6. In our opinion and according the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and nature of business with regard to purchase
and sales. During the course of our Audit, we have not observed any
continuing failure to correct major weakness of internal audit.
7. (a) In our opinion and according the information & explanations
given to us, the particulars of contract or arrangements that were
required to be entered in the register maintained under Section 301 of
the Companies Act 1956 have been so entered in the said register.
(b) In respect of transactions entered exceeding the value of five lac
in the register maintained in pursuance of Section 301 of the Companies
Act 1956, according to information and explanation given to us, the
transactions made pursuance of such contracts or arrangements have been
made at prices which are prima-facie reasonable having regard to
prevailing market prices at the relevant time.
8. The Company has not accepted any deposits from the public during
the year hence Clause 4(vi) of Companies (Auditors'' Report) Order 2003
isnot applicable.
9. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
10. We are informed that the Central Government has not prescribed
maintenance of cost records under section 209(1)(d) of the Companies
Act 1956 in respect of products dealt with by the Company.
11. (a) In our opinion and according to the information and
explanations given to us, undisputed statutory dues including Provident
Fund, Investors'' Education & Protection Fund, Employees State Insurance
Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,
CESS and any other statutory dues have been regularly deposited in time
during the year with appropriate authorities and there are no
undisputed statutory dues payable for a period of six months from the
date they became payable as at 31st March 2014.
(b) According to the information and explanation given to us there are
no disputes pending before the authorities in respect of Sales Tax,
Income Tax, Custom Duty and CESS.
12. The Company does not have accumulated losses as at the end of
financial year and has not incurred cash losses in the current
financial year and in the immediate preceding financial year.
13. According to the records made available to us and information and
explanation given to us by the management, the Company has not
defaulted in repayment of any dues to financial institutions or banks.
14. According to the information and explanations given to us, the
Company has not granted any loans & advances on the basis of security
by way of pledge of shares, debentures and other securities.
15. In our opinion, the Company is not chit fund, nidhi, mutual fund
and societies and accordingly clause 4(xiii) of Companies (Auditors''
Report) Order, 2003 is not applicable.
16. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of transactions
and contracts relating to dealing in shares, securities and other
investments during the year and timely entries have been made therein.
Further, such securities have been held by the Company in its own name
or are in the process of transfer in its name, except to the extent of
the exemption granted section 49 of the Act.
17. 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 & Financial Institutions. Accordingly Clause 4(xv) of
Companies (Auditors'' Report) Order, 2003 is not applicable.
18. In our opinion and according to the information and explanations
given to us, the Company has not obtained any Term Loan. Accordingly
Clause 4(xvi) of Companies (Auditors'' Report) Order, 2003 is not
applicable.
19. According to the information and explanations given to us and on
the basis of and overall examination of the Balance Sheet of the
Company, no funds raised on short term basis have been utilized for
long term investment and vice versa.
20. The company has not made preferential allotment of shares to
parties and/or to the companies covered in the register maintained
under section 301 of the Companies Act 1956. Therefore, the provisions
of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are
not applicable to the Company.
21. During the period, the Company has not issued unsecured debentures
on private placement basis and therefore, the provisions of clause
4(xix) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
22. The Company has not raised any money through public issue during
the year and therefore, the provisions of clause 4(xx) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
23. During the course of examination of the books and records of the
Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instance of fraud on or by
the Company noticed or reported during the period nor we have been
informed of such instances by the management.
For B. S. Kedia & Co.
Chartered Accountants
ICAI Registration No. 317159E
Place : Kolkata
Date : May 29, 2014
Vikash Kedia
Proprietor
Membership No.066852
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of M/s. Unisys
Softwares & Holding Industries Limited, which comprise the Balance
Sheet as at 31st March, 2013, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in sub- section
(3C) of section 211 of the Companies Act, 1956 ("the Act"). This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with the
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers the internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Management, as well as evaluating the overall
presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide 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 31st March, 2013;
b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date, and
c) in the case of the Cash Flow Statement, of the cash flows of the
Company 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 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, Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Act.
(e) On the basis of the written representations received from the
directors as on 31st March, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2013
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Act.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in Paragraph 1 of our report of even date)
1. (a) The Company has maintained proper books of records showing full
particulars including quantitative details and situations of fixed
assets (i.e. software).
(b) Fixed Assets (i.e. Software) have been physically verified by the
management during the year. No material discrepancies were noticed on
such verification.
(c) In our opinion and according to the information and explanation
given to us, the Company has not made any substantial disposal during
the year.
2. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
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.
On the basis of our examination of the records of inventory, we are of
the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material.
3. (a) According to the information and explanation given to us and on
the basis of records furnished before 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 Companies
Act, 1956.
(b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies
(Auditors'' Report) Order, 2003 are not applicable.
(c) According to the information and explanation given to us and on the
basis of records furnished before us for the verification, 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 Act.
(d) In view of above, clause 4(iii)(e), (f) and (g) of Companies
(Auditors'' Report) Order, 2003 are not applicable.
4. In our opinion and according the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and nature of business with regard to purchase
and sales. During the course of our Audit, we have not observed any
continuing failure to correct major weakness of internal audit.
5. (a) In our opinion and according the information & explanations
given to us, the particulars of contract or arrangements that were
required to be entered in the register maintained under Section 301 of
the Companies Act 1956 have been so entered in the said register.
(b) In respect of transactions entered exceeding the value of five lac
in the register maintained in pursuance of Section 301 of the Companies
Act 1956, according to information and explanation given to us, the
transactions made pursuance of such contracts or arrangements have been
made at prices which are prima-facie reasonable having regard to
prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public during
the year hence Clause 4(vi) of Companies (Auditors'' Report) Order 2003
is not applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We are informed that the Central Government has not prescribed
maintenance of cost records under section 209(1)(d) of the Companies
Act 1956 in respect of products dealt with by the Company.
9. (a) In our opinion and according to the information and
explanations given to us, undisputed statutory dues including Provident
Fund, Investors'' Education & Protection Fund, Employees State Insurance
Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,
CESS and any other statutory dues have been regularly deposited in time
during the year with appropriate authorities and there are no
undisputed statutory dues payable for a period of six months from the
date they became payable as at 31st March 2013.
(b) According to the information and explanation given to us there are
no disputes pending before the authorities in respect of Sales Tax,
Income Tax, Custom Duty and CESS.
10. The Company does not have accumulated losses as at the end of
financial year and has not incurred cash losses in the current
financial year and in the immediate preceding financial year.
11. According to the records made available to us and information and
explanation given to us by the management, the Company has not
defaulted in repayment of any dues to financial institutions or banks.
12. According to the information and explanations given to us, the
Company has not granted any loans & advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not chit fund, nidhi, mutual fund
and societies and accordingly clause 4(xiii) of Companies (Auditors''
Report) Order, 2003 is not applicable.
14. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of transactions
and contracts relating to dealing in shares, securities and other
investments during the year and timely entries have been made therein.
Further, such securities have been held by the Company in its own name
or are in the process of transfer in its name, except to the extent of
the exemption granted section 49 of the Act.
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 & Financial Institutions. Accordingly Clause 4(xv) of
Companies (Auditors'' Report) Order, 2003 is not applicable.
16. In our opinion and according to the information and explanations
given to us, the Company has not obtained any Term Loan. Accordingly
Clause 4(xvi) of Companies (Auditors'' Report) Order, 2003 is not
applicable.
17. According to the information and explanations given to us and on
the basis of and overall examination of the Balance Sheet of the
Company, no funds raised on short term basis have been utilized for
long term investment and vice versa.
18. The company has not made preferential allotment of shares to
parties and/or to the companies covered in the register maintained
under section 301 of the Companies Act 1956. Therefore, the provisions
of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are
not applicable to the Company.
19. During the period, the Company has not issued unsecured debentures
on private placement basis and therefore, the provisions of clause
4(xix) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
20. The Company has not raised any money through public issue during
the year and therefore, the provisions of clause 4(xx) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
21. During the course of examination of the books and records of the
Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instance of fraud on or by
the Company noticed or reported during the period nor we have been
informed of such instances by the management.
For B. S. Kedia & Co.
Chartered Accountants
ICAI Registration No. 317159E
Place : Kolkata
Date : May 30, 2013 Vikash Kedia
Proprietor
Membership No.066852
Mar 31, 2012
We have audited the attached Balance Sheet of Unisys Softwares &
Holding Industries Limited as at 31st March 2012 and also the Profit &
Loss Account for the year ended on that day annexed hereto. 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 have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards required 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 included
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.
a. As required by the Companies (Auditors' Report) Order, 2003 issued
by the Department of Company Affairs in terms of Section 227 (4A) of
the Companies Act 1956, we enclose in the Annexure, a statement on the
matter specified in the said Order to the extent applicable;
b. Further to our comments in the Annexure referred in paragraph 1
above, attention is invited to the following on accounts:
(i) The Company has no provision for non performing assets as per Non
Banking Financial Companies Prudential Norms (Reserve Bank) Directions,
1998 of Reserve Bank of India.
c. Further to our comments in the annexure referred to in paragraph 1
above -
i. 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;
ii. In our opinion, proper books of accounts 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 & Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts'
iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement together with notes of accounts 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. 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 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, give the information
required by the Companies Act 1956, and give a true and fair view in
conformity with the accounting principles generally accepted in India
:- 1. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012;
2. in the case of the Profit and Loss Account, of the Profit for the
year ended on that date;
3. in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in Paragraph 1 of our report of even date)
1. (a) The Company has maintained proper books of records showing full
particulars including quantitative details and situations of fixed
assets (i.e. software).
(b) Fixed Assets (i.e. Software) have been physically verified by the
management during the year. No material discrepancies were noticed on
such verification.
(c) In our opinion and according to the information and explanation
given to us, the Company has not made any substantial disposal during
the year.
2. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
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.
On the basis of our examination of the records of inventory, we are of
the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material.
3. (a) According to the information and explanation given to us and on
the basis of records furnished before 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 Companies
Act, 1956.
(b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies
(Auditors' Report) Order, 2003 are not applicable.
(c) According to the information and explanation given to us and on the
basis of records furnished before us for the verification, 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 Act.
(d) In view of above, clause 4(iii)(e), (f) and (g) of Companies
(Auditors' Report) Order, 2003 are not applicable.
4. In our opinion and according the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and nature of business with regard to purchase
and sales. During the course of our Audit, we have not observed any
continuing failure to correct major weakness of internal audit.
5. (a) In our opinion and according the information & explanations
given to us, the particulars of contract or arrangements that were
required to be entered in the register maintained under Section 301 of
the Companies Act 1956 have been so entered in the said register.
(b) In respect of transactions entered exceeding the value of five lac
in the register maintained in pursuance of Section 301 of the Companies
Act 1956, according to information and explanation given to us, the
transactions made pursuance of such contracts or arrangements have been
made at prices which are prima-facie reasonable having regard to
prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public during
the year hence Clause 4(vi) of Companies (Auditors' Report) Order 2003
is not applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We are informed that the Central Government has not prescribed
maintenance of cost records under section 209(1)(d) of the Companies
Act 1956 in respect of products dealt with by the Company.
9. (a) In our opinion and according to the information and
explanations given to us, undisputed statutory dues including Provident
Fund, Investors' Education & Protection Fund, Employees State Insurance
Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,
CESS and any other statutory dues have been regularly deposited in time
during the year with appropriate authorities and there are no
undisputed statutory dues payable for a period of six months from the
date they became payable as at 31st March 2012.
(b) According to the information and explanation given to us there are
no disputes pending before the authorities in respect of Sales Tax,
Income Tax, Custom Duty and CESS.
10. The Company does not have accumulated losses as at the end of
financial year and has not incurred cash losses in the current
financial year and in the immediate preceding financial year.
11. According to the records made available to us and information and
explanation given to us by the management, the Company has not
defaulted in repayment of any dues to financial institutions or banks.
12. According to the information and explanations given to us, the
Company has not granted any loans & advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not chit fund, nidhi, mutual fund
and societies and accordingly clause 4(xiii) of Companies (Auditors'
Report) Order, 2003 is not applicable.
14. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of transactions
and contracts relating to dealing in shares, securities and other
investments during the year and timely entries have been made therein.
Further, such securities have been held by the Company in its own name
or are in the process of transfer in its name, except to the extent of
the exemption granted section 49 of the Act.
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 & Financial Institutions. Accordingly Clause 4(xv) of
Companies (Auditors' Report) Order, 2003 is not applicable.
16. In our opinion and according to the information and explanations
given to us, the Company has not obtained any Term Loan. Accordingly
Clause 4(xvi) of Companies (Auditors' Report) Order, 2003 is not
applicable.
17. According to the information and explanations given to us and on
the basis of and overall examination of the Balance Sheet of the
Company, no funds raised on short term basis have been utilized for
long term investment and vice versa.
18. The company has not made preferential allotment of shares to
parties and/or to the companies covered in the register maintained
under section 301 of the Companies Act 1956. Therefore, the provisions
of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are
not applicable to the Company.
19. During the period, the Company has not issued unsecured debentures
on private placement basis and therefore, the provisions of clause
4(xix) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
20. The Company has not raised any money through public issue during
the year and therefore, the provisions of clause 4(xx) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
21. During the course of examination of the books and records of the
Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instance of fraud on or by
the Company noticed or reported during the period nor we have been
informed of such instances by the management.
For B. S. Kedia & Co.
Chartered Accountants
Vikash Kedia
Place : Kolkata Proprietor
Date : June 30, 2012 Membership No.066852
Mar 31, 2011
We have audited the attached Balance Sheet of Unisys Softwares &
Holding Industries Limited as at 31st March 2011 and also the Profit &
Loss Account for the year ended on that day annexed hereto. 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 have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards required 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 included
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.
a. As required by the Companies (Auditors' Report) Order, 2003 issued
by the Department of Company Affairs in terms of Section 227 (4A) of
the Companies Act 1956, we enclose in the Annexure, a statement on the
matter specified in the said Order to the extent applicable;
b. Further to our comments in the Annexure referred in paragraph 1
above, attention is invited to the following on accounts:
(i) The Company has no provision for non performing assets as per Non
Banking Financial Companies Prudential Norms (Reserve Bank) Directions,
1998 of Reserve Bank of India.
c. Further to our comments in the annexure referred to in paragraph 1
above -
i. 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;
ii. In our opinion, proper books of accounts 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 & Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts'
iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement together with notes of accounts 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. On the basis of written representations received from the Directors,
as on 31st March 2011, and taken on record by the Board of Directors,
we report that none of the Directors is disqualified as on 31st March
2011 from being appointed as a Director in terms of clause (g) of
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, give the information
required by the Companies Act 1956, and give a true and fair view in
conformity with the accounting principles generally accepted in India
:- 1. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2011;
2. in the case of the Profit and Loss Account, of the Profit for the
year ended on that date;
3. in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in Paragraph 1 of our report of even date)
1. (a) The Company has maintained proper books of records showing full
particulars including quantitative details and situations of fixed
assets (i.e. softwares).
(b) Fixed Assets (i.e. Software) have been physically verified by the
management during the year. No material discrepancies were noticed on
such verification.
(c) In our opinion and according to the information and explanation
given to us, the Company has not made any substantial disposal during
the year.
2. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
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.
On the basis of our examination of the records of inventory, we are of
the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material.
3. (a) According to the information and explanation given to us and on
the basis of records furnished before 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 Companies
Act, 1956.
(b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies
(Auditors' Report) Order, 2003 are not applicable.
(c) According to the information and explanation given to us and on the
basis of records furnished before us for the verification, 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 Act.
(d) In view of above, clause 4(iii)(e), (f) and (g) of Companies
(Auditors' Report) Order, 2003 are not applicable.
4. In our opinion and according the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and nature of business with regard to purchase
and sales. During the course of our Audit, we have not observed any
continuing failure to correct major weakness of internal audit.
5. (a) In our opinion and according the information & explanations
given to us, the particulars of contract or arrangements that were
required to be entered in the register maintained under Section 301 of
the Companies Act 1956 have been so entered in the said register.
(b) In respect of transactions entered exceeding the value of five lac
in the register maintained in pursuance of Section 301 of the Companies
Act 1956, according
to information and explanation given to us, the transactions made
pursuance of such contracts or arrangements have been made at prices
which are prima-facie reasonable having regard to prevailing market
prices at the relevant time.
6. The Company has not accepted any deposits from the public during
the year hence Clause 4(vi) of Companies (Auditors' Report) Order 2003
is not applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We are informed that the Central Government has not prescribed
maintenance of cost records under section 209(1)(d) of the Companies
Act 1956 in respect of products dealt with by the Company.
9. (a) In our opinion and according to the information and
explanations given to us, undisputed statutory dues including Provident
Fund, Investors' Education & Protection Fund, Employees State Insurance
Scheme, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,
CESS and any other statutory dues have been regularly deposited in time
during the year with appropriate authorities and there are no
undisputed statutory dues payable for a period of six months from the
date they became payable as at 31st March 2010.
(b) According to the information and explanation given to us there are
no disputes pending before the authorities in respect of Sales Tax,
Income Tax, Custom Duty and CESS.
10. The Company does not have accumulated losses as at the end of
financial year and has not incurred cash losses in the current
financial year and in the immediate preceding financial year.
11. According to the records made available to us and information and
explanation given to us by the management, the Company has not
defaulted in repayment of any dues to financial institutions or banks.
12. According to the information and explanations given to us, the
Company has not granted any loans & advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not chit fund, nidhi, mutual fund
and societies and accordingly clause 4(xiii) of Companies (Auditors'
Report) Order, 2003 is not applicable.
14. In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of transactions
and contracts relating to dealing in shares, securities and other
investments during the year and timely entries have been made therein.
Further, such securities have been held by the Company in its own name
or are in the process of transfer in its name, except to the extent of
the exemption granted section 49 of the Act.
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 & Financial Institutions. Accordingly Clause 4(xv) of
Companies (Auditors' Report) Order, 2003 is not applicable.
16. In our opinion and according to the information and explanations
given to us, the Company has not obtained any Term Loan. Accordingly
Clause 4(xvi) of Companies (Auditors' Report) Order, 2003 is not
applicable.
17. According to the information and explanations given to us and on
the basis of and overall examination of the Balance Sheet of the
Company, no funds raised on short term basis have been utilized for
long term investment and vice versa.
18. The company has not made preferential allotment of shares to
parties and/or to the companies covered in the register maintained
under section 301 of the Companies Act 1956.Therefore, the provisions
of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are
not applicable to the Company.
19. During the period, the Company has not issued unsecured debentures
on private placement basis and therefore, the provisions of clause
4(xix) of the Companies (Auditors Report) Order, 2003 are not
applicable to the Company.
20. The Company has not raised any money through public issue during
the year and therefore, the provisions of clause 4(xx) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
21. During the course of examination of the books and records of the
Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instance of fraud on or by
the Company noticed or reported during the period nor we have been
informed of such instances by the management.
For B. S. Kedia & Co.
Chartered Accountants
Place : Kolkata Vikash Kedia
Date : June 30, 2011 Proprietor
Membership No.066852
Mar 31, 2010
We have audited the attached Balance Sheet of M/s. Unisys Softwares &
Holding Industries Limited as at 31st March 2010 and also the Profit &
Loss Account for the year ended on that day annexed hereto. 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 have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards required 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 included
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.
a. As required by the Companies (Auditors Report) Order, 2003 issued
by the Department of Company Affairs in terms of Section 227 (4A) of
the Companies Act 1956, we enclose in the Annexure, a statement on the
matter specified in the said Order to the extent applicable;
b. Further to our comments in the Annexure referred in paragraph 1
above, attention is invited to the following on accounts:
(i) The Company has no provision for non performing assets as per Non
Banking Financial Companies Prudential Norms (Reserve Bank) Directions,
1998 of Reserve Bank of India.
c. Further to our comments in the annexure referred to in paragraph 1
above -
i. 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;
ii. In our opinion, proper books of accounts 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 & Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts
iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement together with notes of accounts 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. 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 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, give the information
required by the Companies Act
1956, and give a true and fair view in conformity with the accounting
principles generally accepted in India :-
1. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010;
2. in the case of the Profit and Loss Account, of the Profit for the
year ended on that date;
3. in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in Paragraph 1 of our report of even date)
1. (a) The Company has maintained proper books of records showing full
particulars including quantitative details and situations of fixed assets.
(b) As per the information and explanations given to us, the Company is
not having any Fixed Assets during the year under review.
(c) In our opinion and according to the information and explanation
given to us, the Company has not made any substantial disposal during
the year.
(d) The procedure of physical verification of stocks & of shares &
securities followed by management are reasonable and adequate in
relation to the size of the Company nature of its business.
(e) The Company has maintained proper record of Inventories. No
discrepancies noticed on physical verification of Investments as
compared to the books & records.
2. The Company does not have any inventories. Accordingly the Clause
4(ii) of the Companies, (Auditors Report) Order 2003 is not
applicable.
3. (a) According to the information and explanation given to us and on
the basis of
records furnished before 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 Companies Act, 1956.
(b) In view of above, Clause 4(iii)(a),(b),(c) and (d) of Companies
(Auditors Report) Order, 2003 are not applicable.
(c) According to the information and explanation given to us and on the
basis of records furnished before us for the verification, 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 Act.
(d) In view of above, clause 4(iii)(e), (f) and (g) of Companies
(Auditors Report) Order, 2003 are not applicable.
4. In our opinion and according the information & explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and nature of business with regard to purchase
and sales. During the course of our Audit, we have not observed any
continuing failure to correct major weakness of internal audit.
5. (a) In our opinion and according the information & explanations
given to us, the
particulars of contract or arrangements that were required to be
entered in the register maintained under Section 301 of the Companies
Act 1956 have been so entered in the said register.
(b) In respect of transactions entered exceeding the value of five lacs
in the register maintained in pursuance of Section 301 of the Companies
Act 1956, according to information and explanation given to us, the
transactions made pursuance of such contracts or arrangements have been
made at prices which are prima-facie reasonable having regard to
prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public during
the year hence Clause 4(vi) of Companies (Auditors Report) Order 2003
is not applicable.
7. The Company has appointed a firm of Chartered Accountants, to carry
out internal audit functions, on broadly reviewing the Audit Reports
furnished before us and information and explanation given to us by the
management, we are of the opinion that the Internal Audit is
commensurate with the size of the Company and the nature of business.
8. We are informed that the Central Government has not prescribed
maintenance of cost records under section 209(1 )(d) of the Companies
Act 1956 in respect of products dealt with by the Company.
9. (a) In our opinion and according to the information and
explanations given to us,
undisputed statutory dues including Provident Fund, Investors
Education & Protection Fund, Employees State Insurance Scheme, Income
Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, CESS and any
other statutory dues have been regularly deposited in time during the
year with appropriate authorities and there are no undisputed statutory
dues payable for a period of six months from the date they became
payable as at 31st March 2010.
(b) According to the information and explanation given to us there are
no disputes pending before the authorities in respect of Sales Tax,
Income Tax, Custom Duty and CESS.
10. The Company does not have accumulated losses as at the end of
financial year and has not incurred cash losses in the current
financial year and in the immediate preceding financial year.
11. According to the records made available to us and information and
explanation given to us by the management, the Company has not
defaulted in repayment of any dues to financial institutions or banks.
12. According to the information and explanations given to us, the
Company has not granted any loans & advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not chit fund, nidhi, mutual fund
and societies and accordingly clause 4(xiii) of Companies (Auditors
Report) Order, 2003 is not applicable.
14. In our opinion and according to the information and explanations
given to us, the Company has kept adequate records of its transactions
and contracts in shares, securities, debentures and other investments
and timely entries have been made therein. The Shares, Securities,
Debentures and Other Investments are held in the name of 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 & Financial Institutions. Accordingly Clause 4(xv) of
Companies (Auditors Report) Order, 2003 is not applicable.
16. In our opinion and according to the information and explanations
given to us, the Company has not obtained any Term Loan. Accordingly
Clause 4(xvi) of Companies (Auditors Report) Order, 2003 is not
applicable.
17. According to the information and explanations given to us and on
the basis of and overall examination of the Balance Sheet of the
Company, no funds raised on short term basis have been utilized for
long term investment and vice versa.
18. The company has not issued any equity shares and debentures during
the year.
19. During the period, the Company has not issued any debentures.
Accordingly Clause 4(xix) of Companies (Auditors Report) Order, 2003
is not applicable.
20. The Company has not raised any money through a Public Issue during
the year under Audit. Accordingly Clause 4(xx) of Companies (Auditors
Report) Order, 2003 is not applicable.
21. During the course of examination of the books and records of the
Company, carried out in accordance with generally accepted auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instance of fraud on or by
the Company noticed or reported during the period nor we have been
informed of such instances by the management.
For Manabendra Bhattacharyya & Co.
Chartered Accountants
Place : Kolkata Amit Bhattacharjee
Date : May 31, 2010 Proprietor