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TCS E-SERVE LIMITED
ANNUAL REPORT 2011-2012
AUDITORS' REPORT
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF TCS e-Serve Limited
Report on the Financial Statements
We have audited the accompanying financial statements of TCS e-Serve
Limited ('the Company'), which comprise the Balance Sheet as at 31st March,
2012, the Statement of Profit and Loss and the Cash Flow Statement for the
year then ended and a summary of the significant accounting policies and
other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance
with the Accounting Standards referred to in Section 211 (3C) of the
Companies Act, 1956 ('the Act'). This responsibility includes the design,
implementation and maintenance of internal controls relevant to the
preparation and presentation of the financial statements that give a true
and fair view and are free from material misstatements, whether due to
fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India.
Those Standards require that we comply with the ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the
amounts and the disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers the
internal controls relevant to the Company's preparation and fair
presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and
the reasonableness of the accounting estimates made by the Management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion. Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
(b) in the case of the Statement of Profit and Loss, of the profit of the
Company for the year ended on that date and
(c) in the case of the Statement of Cash Flow, 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('CARO')
issued by the Central Government in terms of Section 227(4A) of the Act, we
give in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
(c) The Balance Sheet, 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 Balance Sheet, the Statement of Profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards referred
to in Section 211(3C) of the Act.
(e) On the basis of the written representations received from the directors
as on 31st March, 2012 taken on record by the Board of Directors, none of
the directors is disqualified as on 31st March, 2012 from being appointed
as a director in terms of Section 274(1) (g) of the Act.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm Registration No. 117366W)
Sanjiv V. Pilgaonkar
Partner
(Membership No. 39826)
Mumbai, April 11, 2012
ANNEXURE TO THE AUDITORS' REPORT
Having regard to the nature of the Company's business/activities paragraph
4 (ii), (viii), (x), (xiii) and (xix) of CARO is not applicable.
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification which, in
our opinion, provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanation given to
us, no material discrepancies were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not
constitute a substantial part of the fixed assets of the Company and such
disposal has, in our opinion, not affected the going concern status of the
Company.
(ii) According to the information and explanations given to us, the Company
has not granted or taken secured or unsecured loans to or from companies,
firms or other parties covered in the Register maintained under Section 301
of the Companies Act, 1956. Consequently, the provisions of paragraph 4
(iii) (a) to (iii) (g) of CARO are not applicable.
(iii) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are not
readily available for obtaining 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 purchases of fixed assets and the
sale of services. The activities of the Company do not involve the purchase
of inventory and sale of goods. During the course of our audit, we have not
observed any major weakness in such internal control system.
(iv) According to the information and explanations given to us, the Company
has not entered into any contract or arrangement with other parties, which
needs to be entered in the register maintained under Section 301 of the
Companies Act, 1956.
(v) According to the information and explanations given to us, the Company
has not accepted any deposits from the public and no Order under sections
58A and 58AA of the Companies Act, 1956 has been passed by the Company Law
Board or National Company Law Tribunal or the Reserve Bank of India or any
Court or other Tribunal in this respect in relation to the Company.
(vi) In our opinion, the internal audit functions carried out during the
year by firm of Chartered Accountants appointed by the Management have been
commensurate with the size of the Company and the nature of its business.
(vii) According to the information and explanations given to us in respect
of statutory dues:
(a) The Company has generally been regular in depositing with appropriate
authorities undisputed statutory dues including Provident Fund, Employees'
State Insurance, Income Tax, Sales Tax, Customs Duty, Service Tax, Cess and
other material statutory dues applicable to it. There were no dues payables
during the year in respect of Investor Education and Protection Fund,
Wealth Tax and Excise Duty.
(b) There were no undisputed amounts payable in respect of Provident Fund,
Employees' State Insurance, Income Tax, Sales Tax, Customs Duty, Service
Tax and Cess and other material statutory dues in arrears, as at 31st
March, 2012 for a period of more than six months from the date they become
payable.
(c) Details of dues of Income-Tax and Service Tax which have not been
deposited as on 31st March, 2012 on account of disputes are given below:
Statute Nature of Forum where Period to Amount
Dues Dispute is which the involved
pending amount (Rs. in
relates Crores)
The Income Tax Income Tax High Court 1989-90 0.02
Act, 1961 And Interest. 1992-93 0.74
Income Tax Commissioner Of 1997-98 0.20
And Interest. Income Tax
(Appeals)
Income Tax And Commissioner Of 1998-99 0.08
Interest. Income Tax
(Appeals)
Income Tax And Commissioner Of 2007-08 7.18
Interest. Income Tax
(Appeals)
Finance Act, Service Tax Commissioner Of 2003-04 14.90
1994 Service Tax
Service Tax Commissioner Of 2003-04 To 3.29
Service Tax 2007-08
Service Tax Assistant 2007-08 To 1.30
Commissioner 2008-09
Of Service Tax
Service Tax Commissioner Of 2004-05 To 1.68
Service Tax 2006-07
Service Tax Commissioner Of 2007-08 0.27
Service Tax
Service Tax Commissioner Of 2008-09 0.02
Service Tax
Service Tax Assistant 2009-10 0.02
Commissioner
Of Service Tax
(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to bank.
The Company has not borrowed any sum from financial institutions nor did
the Company raise any sum by issue of debentures..
(ix) According to the information and explanations given to us, the Company
has not granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. Therefore, the
provisions of paragraph 4 (xii) of CARO are not applicable.
(x) In our opinion and according to the information and explanations given
to us, the Company is not a dealer or a trader in shares, securities,
debentures and other investments. Therefore, the provisions of paragraph 4
(xiv) of CARO are not applicable.
(xi) According to the information and explanations given to us, the Company
has not given guarantee for loans taken by others from banks or financial
institutions.
(xii) According to the information and explanations given to us, the
Company did not avail any term loan during the year.
(xiii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that no funds raised on short-term basis have been used
during the year for long-term investment.
(xiv) According to the information and explanations given to us, the
Company has not made preferential allotment of shares during the period
covered by our audit.
(xv) During the year covered by our audit report, the Company has not
raised any money by way of public issue.
(xvi) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud on
the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm Registration No. 117366W)
Sanjiv V. Pilgaonkar
Partner
(Membership No. 39826)
Mumbai, April 11, 2012.
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