| We have audited the accompanying financial statements of Quest Softech
(India) Limited ("the Company"), which comprise the Balance Sheet as at
March 31,2015, Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and Cash
Flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there-under.
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 financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March 2015, its profit and cash flows for the year ended on
that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the
Financial Statements :
(a) Note 18(h) to the Financial Statement which indicates that since
the Company has positive net worth as on 31.03.2015 after adjustment of
all accumulated losses and positive future cash flow projections, the
accounts have been prepared on a going concern basis.
Our opinion is not Qualified in respect of this matter
Report on Other Legal and Regulatory Requirements
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 (18 of 2013), we give in the
Annexure a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.
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 beliefwere 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
ofthose 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 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. The going concern matter described in sub-paragraph (e) under
Emphasis of Matter paragraph above , in our opinion, does not have any
adverse effect on the functioning of the Company.
f. On the basis of written representations received from the directors
as on 31st March 2015 taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March 2015 from being
appointed as a director in terms of Section 164 (2) of the Act;
g. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
a. There is no pending litigation against the Company.
b. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
c. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
Referred to in Paragraph 5 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date
i. In respect of its fixed assets:
(a) The Company is maintaining records showing full particulars,
including quantitative details and situations of all the fixed assets.
(b) According to the information and explanations given to us, the
fixed assets are being physically verified by the Management at
reasonable intervals which in our opinion is reasonable having regard
to the size of the Company and nature of assets. According to the
information and explanations given to us, no material discrepancies
were noticed on such verification.
ii. In respect of inventories the Company's nature of operations does
not require it to hold inventories. Consequently, clause 3(ii) (a),
(b), & (c) of the order regarding physical verification of inventories
and maintenance of records is not applicable.
iii. According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured to companies,
firms or other parties covered in the Register maintained under Section
189 of the Companies Act, 2013. As the Company has not granted any
loans, secured or unsecured, to parties listed in the Registers
maintained under Section 189 of the Companies Act, 2013, consequently,
clause 3(iii) (a) & (b) of the order are 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 fixed assets sale of services. During the
course of our audit, we have neither come across nor have been informed
of any continuing failure to correct any major weakness in such
internal controls.
v. In our opinion, and according to the information and explanations
given to us, the Company has not accepted any public deposits and hence
directives issued by the Reserve Bank of India and the provisions of
Sections 73 to 76 or any other relevant provisions of the Companies
Act, 2013 and the rules framed there under are not applicable. As per
the information and explanations given to us, no order has been passed
by Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal in this respect.
vi. According to the information and explanation given to us and
according to our belief, as the Company is not engaged in production,
manufacturing or processing activities, the rules prescribed by the
Central Government for the maintenance of cost records under sub
section (1) of section 148 of the Companies Act, 2013 are not
applicable to the Company, accordingly clause 3 (vi) of the order is
not applicable.
vii. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the Company has
been generally regular in depositing undisputed statutory dues including
Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Wealth
Tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess
and other statutory dues, as applicable, with the appropriate
authorities and no such undisputed statutory dues were in arrears as at
March 31, 2015 for a period of more than six months from the date those
become payable except the following.
Sr. Particulars Financial Year Amount payable
1 Tax Deducted at Source 2008-09 28,08,930
2 Tax Deducted at Source 2009-10 3,42,613
3 Service Tax 2010-11 1,80,250
4 Service Tax 2014-15 6,01,242
* out of above Rs 6,01,242 Service Tax Liability has been paid by
management before signing of the report
(b) According to the records of the Company and the information and
explanations given to us, disputed dues payable by the Company as on
31st March 2015 on account of Income Tax/ Sales Tax/ Wealth Tax/
Service Tax/ Duty of Custom / Duty of Excise or Value Added Tax are
NIL.
(c) According to the information and explanations given to us, there
were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
viii. The Company has positive net worth as on 31.03.2015 after
adjustment of all accumulated losses. Based thereupon and positive
future cash flow projections, the accounts have been prepared on a
going concern basis.
ix. According to the information and explanations given to us the
Company has not borrowed any money from financial institutions, banks
or debenture holder. Accordingly, the provision of clause 3 (ix) of the
Order are not applicable to the Company.
x. According to the information and explanations given to us and the
representations made by the management, the Company has not given any
Guarantee for loans taken by others from any bank or financial
institutions.
xi. According to the information and explanations given to us and the
representations made by the management, the Company has not taken any
term loan; accordingly provisions of Clause 3(xi) of the Order are not
applicable to the Company.
xii. During the course of our examination of the books of accounts
carried out in accordance with the generally accepted auditing
standards in India and according to the information and explanations
given to us, we have not come across any instants of fraud, either
noticed or reported during the year, on or by the Company.
For Chokshi and Co. LLP
Chartered Accountants
FRN - 131228W/W100044
Sd/-
Kalpen Chokshi
Partner
M.No.135047
Date: May 29, 2015
Place: Mumbai
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