Mar 31, 2022
saksoft limited
Report on the Audit of the Standalone Financial StatementsOpinion
We have audited the standalone financial statements of SAKSOFT LIMITED ("the Companyâ), which comprise the Balance Sheet as at 31st March 2022, and the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statementsâ).
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 Companies Act, 2013 (the "Actâ) in the manner so required and give a true and fair view in conformity with Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of investments in subsidiaries:
The carrying amount of the company''s investments in its subsidiaries, held at cost, amount to Rs.1172.53 million (representing 65 % of the total assets) as at 31st March 2022. The recoverability of these amounts are tested by comparing the carrying value of these Equity Investments of the parent in its subsidiaries, with their respective fair value, derived by the valuation principles prescribed by Ind AS 113 - Fair Value Measurement. In view of the significance of the assumptions underlying the ascertainment of the fair value of the individual investments, valuation of subsidiaries is considered a key audit matter.
How the matter was disposed of:
The Management reviews the need for impairment of its investments in its subsidiaries, by comparing the carrying amount of investments with the fair value of such investments derived under the principles contained in Ind AS 113 Fair Value Measurement. In doing so, the amount by which the present value of the free cash flows fall below the carrying value of investments, an impairment provision to that extent is considered in the books. Such provision is reviewed at every subsequent reporting date for necessary adjustments as may be required.
We reviewed the process of impairment assessment and selection of valuation model for deriving the fair value of the Company''s equity investments with reference to assumptions underlying ascertainment of future free cash flows from each Cash Generating Unit and concluded, that, in view of the present values of such cash flows being in excess of the cost of investments carried in parent''s books.
The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, but does not include the standalone and consolidated financial statements and our respective auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance on information provided thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement where it exists. Mis-statements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has an adequate internal financial controls system in place and operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
(b) The Company has long-term contracts and derivative contracts for which there were no material foreseeable losses;
(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
(d) (i) The Management has represented that,
to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
⢠directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiariesâ) by or on behalf of the Company or
⢠provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall:
⢠directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiariesâ) by or on behalf of the Funding Party or
⢠Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in
i. planning the scope of our audit work and in evaluating the results of our work; and
ii. to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide, those charged with governance, with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order 2020 ("Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure Aâ a statement on the matters specified in paragraph 3 and 4 of the Order.
2. (A) 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including other comprehensive income, the Standalone Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2022 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 with reference to financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure Bâ; Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to financial reporting.
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended; In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(B) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
(a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 22 (a) to the standalone financial statements;
⢠provide any guarantee, security, or the like from or on behalf of the Ultimate Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (d) (i) and (d) (ii) contain any material misstatement.
(e) (i) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
(ii) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.
(iii) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
For R.G.N. Price & Co.,
Chartered Accountants Firm registration no. 002785S
Mahesh Krishnan
Partner
Place: Chennai M.No.: 206520
Date: 26th May 2022 UDIN: 22206520AJPXXX3632
Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Saksoft Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 as applicable.
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 standalone 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued 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 standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Companyâs Directors, as well as evaluating the overall presentation of the standalone 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 standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018 and its profits, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matters
The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone financial statements, are based on the previously issued standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 dated 26th May 2017 expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order 2016 ("Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraph 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 purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting and
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 22 (a) to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
(Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements'' section of our Audit Report of even date to the members of Saksoft Limited on the Standalone Financial Statements of the Company for the year ended 31st March 2018)
I a. The Company has maintained proper records for its fixed assets showing full particulars including quantitative details and situation of those assets.
b. The Company has a policy of physically verifying its fixed assets once in two years which in our opinion is reasonable having regard to the size of the Company and its business. The Company has physically verified the fixed assets in the current year and no material discrepancies were noticed on such verification.
c. According to information and explanations given to us and on the basis of examination of records of the Company, there are no immovable properties held in the name of the Company.
II In our opinion and according to the information and explanations given to us, having regard to the nature of the Companyâs business / activities during the year, clause (ii) of paragraph 3 of the Order relating to inventories is not applicable to the company.
III 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.
IV In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of investments made and the Company has not granted any loans to Directors nor has granted any loan or guarantee or security to any company, body corporate or to any person.
V The Company has not accepted any deposits and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder are not applicable to the Company.
VI Having regard to the nature of the Companyâs business / activities, the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Act.
VII a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Goods & Service tax, Customs Duty, Excise Duty, value added tax, cess and other statutory dues applicable to it. There are no arrears of undisputed statutory dues outstanding as at 31st March 2018 for a period of more than six months from the date they became payable.
b. There are no dues of Income Tax, Sales tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax or Cess which have not been deposited on account of any dispute as at 31st March 2018, except for an amount of 506.18 lakhs as detailed below:
Name of the Statute |
Nature of the dues |
Amount unpaid (Rs. in lakhs) |
Period to which the amount relates to |
Forum where the dispute is pending |
Income Tax Act, 1961 |
Income Tax |
86.14 |
A.Y. 2009-10 |
CIT (Appeals) |
Income Tax Act, 1961 |
Income Tax |
65.61 |
A.Y. 2010-11 |
DCIT |
Income Tax Act, 1961 |
Income Tax |
0.91 |
A.Y. 2011-12 |
DCIT |
Income Tax Act, 1961 |
TDS dues |
52.42 |
Various financial years |
Assessing Officer |
The Finance Act, 1994 |
Service tax dues |
301.10 |
October 2004 to March 2009 |
CESTAT, Chennai |
VIII According to the information and explanation given to us, and the records of the Company examined by us, the Company has not defaulted in repayment of loans or borrowing from financial institutions and banks. The Company has not issued any debentures.
IX The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loan of Rs 30 Million obtained from a related party during the year was applied for the purpose for which the same was intended to.
X During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanation given to us, we have neither observed any instance of fraud by the Company or any fraud on the Company by its officers or employees of the Company nor have we been informed of such case by the Management, during the year.
XI Managerial remuneration has been paid in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V to the Act.
XII The Company is not a Nidhi Company and hence, Clause 3(xii) of the Order is not applicable.
XIII Transactions with related parties have been disclosed in the standalone financial statements with details as required by Ind AS 24 "Related Party Transactions". These transactions are in compliance with Section 177 and 188 of the Act.
XIV The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
XV According to the information and explanation provided to us and based on our examination of records, the Company has not entered into any non-cash transactions with directors or persons connected with him.
XVI The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
(Referred to in Clause (f) of Paragraph of Report on Other Legal and Regulatory Requirements of our report of even date on the Accounts of the Company, for the year ended 31st March 2018)
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Act'')
We have audited the internal financial controls over financial reporting of Saksoft Limited (''the Companyâ) as of 31st March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Companyâs Board of Directors 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.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Noteâ34) and the Standards of Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
According to the information and explanations given to us and based on our audit, the Company has in all material respects, an adequate internal financial control over financial reporting and such internal financial control over financial reporting were operating effectively as at 31st March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
Place: Chennai R.G.N. Price & Co.
Date: 30th May 2018 Chartered Accountants
Simpsonâs Buildings
Post Box No.335
861, Anna Salai, Chennai - 600 002
Phone: 28413633 / 28583494, Telefax: 28544569
E-Mail: [email protected]
Offices at: Mumbai, Ernakulam, Quilon,
Calicut, Bangalore, New Delhi
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Saksoft Limited ("the Company"), which comprise the Balance Sheet
as at 31st March, 2015, the Statement of Profit and Loss, 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 Standalone 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 standalone financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 ofthe 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 ofthe 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 standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder:
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company''s
Directors, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 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 the Annexure a
statement on the matters specified in paragraph 3 and 4 of the said
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 the Cash
Flow Statement dealt with by this report are in agreement with the
books of account.
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the
directors as on 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 to be included in the Auditor''s
Report in accordance with Rule 1 1 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in the financial statements- Refer Note 23(a) to the
standalone financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company
Annexure to the Auditors'' report (Referred to in our report of even
date)
(i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified over a period of
two years. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such
verification.
(ii) The Company is a service company primarily rendering software
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 3(ii) of the Order is not
applicable.
(iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii)
(a) and (b) of the Order is not applicable.
(iv) The company has adequate internal control system commensurate
with the size of the company and the nature of its business, for
purchase of fixed assets and for sale of services.
During the course of audit, we have not observed any major weakness in
internal control system.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under sub-section (1) of section 148 of the Companies Act, 2013
in respect of the activities of the Company
(vii) a. The company is regular in depositing undisputed statutory
dues including Provident Fund, Income Tax, Service Tax, cess and other
statutory dues with the appropriate authorities and there are no
outstanding statutory dues as at the last day of the financial year
concerned for a period of more than six months from the date they
became payable.
b. According to the information and explanations given to us, there are
no dues of Income tax, Service tax, which have not been deposited with
the appropriate authorities on account of any dispute, except as stated
below:
Name of the statute Nature of dues Amount Amount
Disputed Paid
Income Tax Act, 1961 Income tax dues 22,783,883 15,379,843
Income Tax Act, 1961 Income tax dues 5,186,058 Nil
Income Tax Act, 1961 Income tax dues 17,74,972 Nil
Income Tax Act, 1961 TDS Dues 6,403,866 Nil
The Finance Act, 1994 Service Tax dues 32,609,738 2,500,000
Name of the Statute Period to which the Forum where dispute is
amount relates pending
Income Tax Act, 1961 Financial year 2008-09 Appeal filed before the
CIT(A)-VI Chennai.
Income Tax Act, 1961 Financial year 2009-10 Appeal filed before the
CIT(A)-VI Chennai.
Income Tax Act, 1961 Financial year 2010-11 Appeal filed before the
CIT(A)-XV Chennai.
Income Tax Act, 1961 Financial year 2011-12 Rectification petition
2010-11,2009-10 2008-09 filed before the Assessing
and prior years. Officer
The Finance Act, 1994 October 2004 to March Customs, Excise & Service
2009 Tax Appellate Tribunal,
Chennai.
c. In our opinion and according to the information and explanation
given to us, the amount required to be transferred to Investor
Education and Protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made there
under; has been transferred to such fund within time.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institutions. The Company did not have any
outstanding debentures during the year
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of guarantees given by the
Company for loans taken by others from Banks are not prejudicial to the
interest of the Company
(xi) In our opinion and according to the information and explanations
given to us, the term loans availed by the Company have been applied
for the purpose for which they were obtained.
(xii) 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 Suri & Co.
Chartered Accountants
Firm Registration No. 004283S
S. Ganesan
Place : New Delhi Partner
Date :25th May 2015 Membership No.018525
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying fnancial statements of M/S SAKSOFT
LIMITED, which comprise the Balance Sheet as at 31st March, 2013, the
Statement of Proft and Loss and the Cash Flow Statement for the year
then ended, and a summary of signifcant accountng policies and other
explanatory informaton.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparaton of these fnancial
statements that give a true and fair view of the fnancial positon,
fnancial performance and cash fows of the Company in accordance with
the Accountng Standards referred to in sub- secton (3C) of secton 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementaton and maintenance of internal control relevant
to the preparaton and presentaton of the fnancial 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 fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditng issued by the Insttute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparaton and
fair presentaton of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluatng the appropriateness of accountng policies used and
the reasonableness of the accountng estmates made by management, as
well as evaluatng the overall presentaton of the fnancial statements.
We believe that the audit evidence we have obtained is sufcient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our informaton and according to the
explanatons given to us, the fnancial statements give the informaton
required by the Act in the manner so required and give a true and fair
view in conformity with the accountng principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of afairs of the
Company as at 31st March, 2013;
(b) in the case of the Statement of Proft & 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 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-secton (4A) of secton 227 of the Act, we give in the Annexure a
statement on the maters specifed in paragraphs 4 and 5 of the Order.
2. As required by secton 227(3) of the Act, we report that
a) we have obtained all the informaton and explanatons 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 examinaton of those
books;
c) the Balance Sheet, Statement of Proft and Loss and Cash fow
Statement dealt with by this Report are in agreement with the books of
account;
d) in our opinion, the Balance Sheet, Statement of Proft and Loss and
Cash Flow Statement comply with the Accountng Standards referred to in
subsecton (3C) of secton 211 of the Act;
e) on the basis of writen representatons received from the Directors,
as on 31st March, 2013, and taken on record by the Board of Directors,
we report that none of the directors is disqualifed as on 31st March,
2013 from being appointed as a director in terms of clause (g) of
sub-secton (1) of Secton 274 of the Act.
f) Since the Central Government has not issued any notfcaton as to the
rate at which the cess is to be paid under secton 441A of the Act nor
has it issued any Rules under the said secton, 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 our report of even date)
(i) a. The Company has maintained proper records showing full
partculars, including quanttatve details and situaton of fxed assets.
b. The Company has a regular programme of physical verifcaton of its
fxed assets by which all fxed assets are verifed over a period of two
years. In our opinion, this periodicity of physical verifcaton is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were notced on such verifcaton.
c. Fixed assets disposed of during the year were not substantal, and
therefore, do not afect the going concern assumpton.
(ii) The Company is a service Company, primarily rendering sofware
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 4(ii) of the Order is not
applicable.
(iii) a. The Company has not granted any loans, secured or unsecured,
to companies, frms or other partes covered in the register maintained
under secton 301 of the Companies Act, 1956. Thus, paragraph 4(iii)
(b), (c) and (d) of the Order is not applicable.
b. The Company has taken an unsecured loan from a Company covered in
the register maintained under secton 301 of the Companies Act, 1956.
The maximum amount outstanding during the year is Rs.340 million and
the year end balance of such loan was Rs. 250 million.
c. In our opinion, the rate of interest and other terms and conditons
on which loans have been taken from companies, frms or other partes
listed in the register maintained under secton 301 of the Companies
Act, 1956 are not, prima facie, prejudicial to the interest of the
Company.
d. The Company is regular in the repayment of principal amount as
stpulated and has been regular in the payment of interest.
(iv) The Company has adequate internal control system commensurate with
the size of the Company and the nature of its business, for purchase of
fxed assets and for sale of goods and services. During the course of
audit, we have not observed any major weakness in internal control
system.
(v) a. The partculars of contracts or arrangements referred to in
secton 301 of the Companies Act, 1956 that are required to be entered
in the register have been so entered.
b. According to the informaton and explanatons given to us, the
transactons made in pursuance of such contracts or arrangements entered
in the register maintained u/s 301 of the Companies Act,1956 has been
made at prices, that are reasonable having regard to the prevalent
market prices at the relevant tme.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company has an internal audit system commensurate with the
size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Secton 209(1)(d) of the Companies Act, 1956 in
respect of the actvites of the Company.
(ix) a. The Company is regular in depositng undisputed statutory dues
including Provident Fund, Investor Educaton and Protecton Fund, Income
Tax, Wealth Tax, Service Tax, Custom Duty, cess and other statutory
dues with the appropriate authorites and there are no outstanding
statutory dues as at the last day of the fnancial year concerned for a
period of more than six months from the date they became payable.
(x) The Company does not have any accumulated losses at the end of the
fnancial year and has not incurred cash losses in the fnancial year and
in the immediately preceding fnancial year.
(xi) In our opinion and according to the informaton and explanatons
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any fnancial insttutons. The Company did not have any
outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other securites.
(xiii) In our opinion and according to the informaton and explanatons
given to us, the Company is not a chit fund or a nidhi/mutual beneft
fund/society.
(xiv) According to the informaton and explanatons given to us, the
Company is not dealing or trading in shares, securites, debentures and
other investments.
(xv) According to the informaton and explanatons given to us, the
Company has not given any guarantee for loans taken by others from
banks or fnancial insttutons.
(xvi) Term loan has been utlized for the purpose for which they were
obtained.
(xvii) According to the informaton and explanatons given to us and on
an overall examinaton of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) The Company has not made any preferental allotment of shares to
companies/frms/partes covered in the register maintained under Secton
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the informaton and explanatons given to us, no fraud
on or by the Company has been notced or reported during the course of
our audit.
for Suri & Co.
Chartered Accountants
Firm registraton number: 004283S
S. Ganesan
Place: Chennai Partner
Date: May 27, 2013 Membership No: 018525
Mar 31, 2012
1. We have audited the attached Balance Sheet of Saksoft Limited as at
31st March 2012, the statement of Profit and Loss and the Cash Flow
Statement of the Company for the year ended on that date, annexed
thereto. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as
amended, ("the Order") issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ("the
Act"), we enclose in the Annexure a statement on the maters specified in
paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(a) we have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
the books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion the Balance Sheet, Statement of Profit and Loss and
Cash Flow statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the Companies
Act, 1956;
(e) 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) to
sub-section (1) of Section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the affairs of the
Company as at 31 March 2012; and
ii) in the case of the Statement of Profit and Loss, of the PROFIT of
the Company for the year ended on that date and
iii) in the case of the Cash Flow Statement, of the Cash Flows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in our report of even date)
(i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed assets.
b. The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified over a period of two
years. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were notched on such verification.
c. Fixed assets disposed of during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) The Company is a service Company, primarily rendering software
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 4(ii) of the Order is not
applicable.
(iii) a. The Company has not granted any loans, secured or unsecured,
to companies, firms or other parts covered in the register maintained
under section 301 of the Companies Act, 1956. Thus, paragraph 4(iii)
(b), (c) and (d) of the Order is not applicable.
b. The Company has taken an unsecured loan from a Company covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount outstanding during the year and the year-end balance
of such loan was Rs.340 million.
c. In our opinion, the rate of interest and other terms and conditions
on which loans have been taken from companies, firms or other parties
listed in the register maintained under section 301 of the Companies
Act, 1956 are not, prima facie, prejudicial to the interest of the
Company.
d. The Company is regular in the repayment of principal amount as
stipulated and has been regular in the payment of interest.
(iv) The Company has adequate internal control system commensurate with
the size of the Company and the nature of its business, for purchase of
fixed assets and for sale of goods and services. During the course of
audit, we have not observed any major weakness in internal control
system.
(v) a. The particulars of contracts or arrangements referred to in
section 301 of the Companies Act, 1956 that are required to be entered
in the register have been so entered.
b. According to the information and explanations given to us, the
transactions made in pursuance of such contracts or arrangements entered
in the register maintained u/s 301 of the Companies Act,1956 has been
made at prices, that are reasonable having regard to the prevalent
market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1)(d) of the Companies Act, 1956 in
respect of the actives of the Company.
(ix) a. The Company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund, Income
Tax, Wealth Tax, Service Tax, Custom Duty, cess and other statutory
dues with the appropriate authorities and there are no outstanding
statutory dues as at the last day of the financial year concerned for a
period of more than six months from the date they became payable.
b. According to the information and explanations given to us, there are
no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty
and Cess which have not been deposited with the appropriate authorities
on account of any dispute, except as stated below:
Name of the
statute Nature of dues Amount Period to which Forum where
dispute is
(Rs.) the amount pending
relates
Income Tax
Act, 1961 Income Tax dues 26,999,722 April 2006 to Commissioner
of Income Tax
March 2007 Appeals.
The Finance
Act 1994 Service Tax 32,609,738 October 2004 to Customs,
Excise &
Service
dues March 2009 Tax Appellate
Tribunal,
Chennai.
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year and
in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institutions. The Company did not have any
outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the Company did not have any term loans outstanding during
the year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares to
companies/firms/parties covered in the register maintained under Section
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
for Suri & Co.
Chartered Accountants
Firm registration number: 004283S
S .Ganesan
Place: Chennai Partner
Date: May 30, 2012 Membership No: 018525
Mar 31, 2011
1. We have audited the attached Balance Sheet of Saksoft Limited as at
31 March 2011, the Profit and Loss Account and the Cash Flow Statement
of the Company for the year ended on that date, annexed thereto. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as
amended, ("the Order") issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956
("the Act"), we enclose in the Annexure a statement on the maters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(a) we have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
the books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) 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;
(e) On the basis of written representations received from the
directors, as on 31 March 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 March 2011 from being appointed as a director in terms of clause (g)
to sub-section (1) of Section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the affairs of the
Company as at 31 March 2011; and
ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date
and
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in our report of even date)
(i) a. The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b. The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified over a period of
two years. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such
verification.
c. Fixed assets disposed of during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) The Company is a service company, primarily rendering software
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 4(ii) of the Order is not
applicable.
(iii) a. The Company has not granted any loans, secured or unsecured,
to companies, firms or other partes covered in the register maintained
under section 301 of the Companies Act, 1956. Thus, paragraph 4(iii)
(b), (c) and (d) of the Order is not applicable.
b. The Company has taken an unsecured loan from a company covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount outstanding during the year was Rs. 353 million and
the year-end balance of such loan was Rs. 342 million.
c. In our opinion, the rate of interest and other terms and conditions
on which loans have been taken from companies, firms or other partes
listed in the register maintained under section 301 of the Companies
Act, 1956 are not, prima facie, prejudicial to the interest of the
Company.
d. The terms of the arrangement do not stipulate any repayment
schedule. Accordingly, paragraph 4(iii)(g) of the Order is not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, and having regard to the explanation that sale of certain
services are for the specialized requirements of the buyers and
suitable alternative sources are not available to obtain comparable
quotations, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and with regard to the rendering of
services. The activities of the Company do not involve purchase of
inventory and sale of goods. In our opinion and according to the
information and explanations given to us, we have not observed any
major weakness in the internal control system during the course of the
audit.
(v) a. In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in section 301 of the Companies Act, 1956 have been entered in the
register required to be maintained under that section.
b. In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time except for procurement / rendering of certain services
which are for the specialized requirements of the buyers and suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under Section 209(1)(d) of the Companies Act, 1956 in
respect of the actvities of the Company.
(ix) a. According to the information and explanations given to us and
on the basis of our examination of the records of the company, the
Company is generally regular in depositing amounts deducted/accrued in
the books of account in respect of undisputed statutory dues including
Provident Fund, Income-tax, Service tax, Customs duty, and other
material statutory dues during the year with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Employees State Insurance, Sales tax, Wealth tax and Excise
duty, Investor Education and Protection Fund, Cess. There were no dues
on account of Cess under Section 441A of the Companies Act, 1956 since
the aforesaid section has not yet been made effective by the Central
Government.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Income tax,
Service tax, Customs duty and other material statutory dues were in
arrears as at March 31, 2011 for a period of more than six months from
the date they became payable.
b. According to the information and explanations given to us, there are
no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty
and Cess which have not been deposited with the appropriate authorities
on account of any dispute, except as stated below:
Name of the Nature of dues Amount
statute (Rs.)
Income Tax Act, Income Tax 26,999,722
1961 dues
Name of the Period to which Forum where dispute
statute the amount is pending
relates
Income Tax Act, April 2006 to Commissioner of
1961 March 2007 Income Tax Appeals.
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial institutions. The Company did not have any
outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
(xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the Company did not have any term loans outstanding during
the year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to companies/firms/parties covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
for B S R & Co.
Chartered Accountants
Firm registration number: 101248W
S Sethuraman
Partner
Membership No: 203491
Place: Chennai
Date : May 27, 2011
Mar 31, 2010
1. We have audited the atached Balance Sheet of Saksof Limited as at
31st March 2010, the profit and Loss Account and the Cash Flow Statement
of the Company for the year ended on that date, annexed thereto. These
financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
2. We conducted our audit in accordance with auditng standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supportng the amounts and
disclosures in the financial statements. An audit also includes
assessing the accountng principles used and signifcant estmates made by
management, as well as evaluatng the overall financial statement
presentaton. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 as
amended, ("the Order") issued by the Central Government of India in
terms of sub-Section (4A) of Section 227 of the Companies Act, 1956 ("the
Act"), we enclose in the Annexure a statement on the maters specifed in
paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
a) we have obtained all the information and explanatons, 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 the
books;
c) The Balance Sheet, profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion the Balance Sheet, profit and Loss Account and Cash
Flow statement dealt with by this report comply with the Accountng
Standards referred to in sub-Section (3C) of Section 211 of the Companies
Act, 1956;
e) On the basis of writen representatons received from the Directors,
as on 31 March 2010, and taken on record by the Board of Directors, we
report that none of the Directors is disqualifed as on 31 March 2010
from being appointed as a Director in terms of clause (g) to sub-Section
(1) of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanatons given to us, the said accounts, give the informaton
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accountng principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of the afairs of the
Company as at 31 March 2010; and
ii) in the case of the profit and Loss Account, of the profit of the
Company for the year ended on that date and
iii) in the case of the Cash Flow Statement, of the cash fows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITORS REPORT (Referred to in our report of even
date)
i) a. The Company has maintained proper records showing full
partculars, including quanttatve details and situation of fxed assets.
b. The Company has a regular programme of physical verifcation of its
fxed assets by which all fxed assets are verifed over a period of two
years. In our opinion, this periodicity of physical verifcation is
reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such verifcaton.
c. Fixed assets disposed of during the year were not substantal, and
therefore, do not afect the going concern assumpton.
ii) The Company is a service company, primarily rendering sofware
development and support services. Accordingly it does not hold any
physical inventories. Thus, paragraph 4(ii) of the Order is not
applicable.
iii) a. The Company has not granted any loans, secured or unsecured, to
companies, frms or other partes covered in the register maintained
under Section 301 of the Companies Act, 1956. Thus, paragraph 4(iii)
(b), (c) and (d) of the Order is not applicable.
b. The Company has taken an unsecured loan from a company covered in
the register maintained under Section 301 of the Companies Act, 1956.
The maximum amount outstanding during the year was Rs. 360 million and
the year-end balance of such loan was Rs 342 million.
c. In our opinion, the rate of interest and other terms and conditions
on which loans have been taken from companies, frms or other partes
listed in the register maintained under Section 301 of the Companies
Act, 1956 are not, prima facie, prejudicial to the interest of the
Company.
d. The terms of the arrangement do not stpulate any repayment
schedule. Accordingly, paragraph 4(iii)(g) of the Order is not
applicable.
iv) In our opinion and according to the information and explanatons
given to us, and having regard to the explanation that sale of certain
services are for the specialized requirements of the buyers and
suitable alternatve sources are not available to obtain comparable
quotatons, 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 fxed assets and with regard to the sale of services. The
actvites of the Company do not involve purchase of inventory and sale
of goods. In our opinion and according to the information and
explanatons given to us, we have not observed any major weakness in the
internal control system during the course of the audit.
v) a. The partculars of contracts or arrangements referred to in Section
301 of the Companies Act,1956 that are required to be entered in the
register have been so entered.
b. According to the information and explanatons given to us, the
transactons made in pursuance of such contracts or arrangements entered
in the register maintained u/s 301 of the Companies Act, 1956 has been
made at prices that are reasonable having regard to the prevalent
market prices at the relevant time.
vi) The Company has not accepted any deposits from the public.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) The Central Government has not prescribed the maintenance of cost
records under Section 209(1) (d) of the Companies Act, 1956 in respect
of the actvites of the Company.
ix) a. According to the information and explanatons given to us and on
the basis of our examination of the records of the company, the Company
is generally regular in depositng amounts deducted/accrued in the books
of account in respect of undisputed statutory dues including Provident
Fund, Employees State Insurance, Income-tax, Sales-tax, Service tax,
Customs duty, Cess and other material statutory dues during the year
with the appropriate authorites.
As explained to us, the Company did not have any dues on account of
Investor Education and Protection Fund, wealth tax and Excise duty. There
were no dues on account of cess under Section 441A of the Companies Act,
1956 since the aforesaid Section has not yet been made effectve by the
Central Government.
According to the information and explanatons given to us, no undisputed
amounts payable in respect of Provident Fund, Employees State
Insurance, Income tax, Sales tax, Service tax, Customs duty and other
material statutory dues were in arrears as at March 31, 2010 for a
period of more than six months from the date they became payable.
b. According to the information and explanatons given to us, there are
no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty
and Cess which have not been deposited with the appropriate authorites
on account of any dispute, except as stated below:
Name of the Nature of Amount Period to which Forum where
statute dues (Rs.) the amount
relates dispute is
pending
Income Tax Income Tax 12,493,856 April 2004 to Commissioner of
Act, 1961 dues March 2006 Income Tax
Appeals
x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year.
xi) In our opinion and according to the information and explanatons
given to us, the Company has not defaulted in repayment of dues to its
bankers or to any financial insttutons. The Company did not have any
outstanding debentures during the year.
xii) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securites.
xiii) In our opinion and according to the information and explanatons
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
xiv) According to the information and explanatons given to us, the
Company is not dealing or trading in shares, securites, debentures and
other investiments.
xv) According to the information and explanatons given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial insttutons.
xvi) In our opinion and according to the information and explanatons
given to us, the Company did not have any term loans outstanding during
the year.
xvii) According to the information and explanatons given to us and on
an overall examinaton of the balance sheet of the company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investiment.
xviii) The Company has not made any preferental allotiment of shares to
companies/frms/partes covered in the register maintained under Section
301 of the Companies Act, 1956.
xix) The Company did not have any outstanding debentures during the
year.
xx) The Company has not raised any money by public issues during the
year.
xxi) According to the information and explanatons given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
for B S R & Co.
Chartered Accountants
Firm registration number: 101248W
S Sethuraman
Place : Chennai Partner
Date : 28 May 2010 Membership No. 203491
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