prism informatics ltd Auditors report


To the Members of Prism Informatics Ltd. Report on the Financial Statements

We have audited the accompanying financial statements of Prism Informatics Ltd., which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss & Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are responsible 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 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys 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 Companys 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, except in case of Receivable balances of Rs.1,86,36,855 and Unsecured Loan of Rs.1,50,00,000 from All State Finance & Leasing Ltd and Loan from Directors and entities in which director have interest of Rs. 2,73,40,302 which are subject to confirmation and reconciliation (if any), Unbilled revenue Rs.17,44,061 which has been as certified by the management, in conformity with the accounting principles generally accepted in India

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date. c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement 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 March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Auditors 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its 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 were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company.

(g) Without qualifying our report, we draw attention to Note no.1.1 to the financial statements indicating that the Companys subsidiaries namely, Prism Software Consultancy DMCC (earlier known as Prism Software Consultancy JLT), Prism Infoglobal, Prism INC and Prism PTE, have been incurring losses from the operations resulting in substantial erosion of capital as on the balance sheet date. In the opinion of the management these conditions indicate the existence of material uncertainty that may cast significant doubt about the subsidiarys ability to continue as a going concern.

For E. A. PATIL & ASSOCIATES

Chartered Accountants

(Firm Registration No. 117371W)

CA. E. A. Patil

Partner

Membership No. 031979

Mumbai,

August 13, 2015

Prism Informatics Ltd.

Annexure to the Auditors Report for the financial year ended 31st March, 2015.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has not carried out any physical verification of its fixed assets.

ii. The Company is a service sector company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.

iii. The company has granted loans to two body corporate covered in the register maintained under Section 189 of the Companies Act, 2013 (“the Act”).

(a) In case of the loans granted to the body corporate in the register maintained under Section 189 of the Act, the terms of repayment the arrangements have not been defined.

(b) Refer note no 27D for the provision for doubtful principal and interest amount Rs 14,12,05,425 granted to Associate enterprise Idhasoft Limited and Rs. 96,68,258 granted to subsidiary Prism Software Consultancy DMCC (earlier known as Prism Software Consultancy JLT)

iv. In our opinion and according to the information and explanations given to us, the company has adequate Internal Control System commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and sale of services. However, the internal control in respect of service income & fixed assets needs to be strengthened.

v. The Company has not accepted any deposits from the public.

vi. As per the information and explanations provided by management, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Income tax, TDS, Service Tax, Value Added Tax, Profession tax, Provident fund and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities expect specified in following annexure which are outstanding as at the last day of financial year for more than six months from the date it become payable:

Name of Statute Nature of Dues Total Outstanding Liability as on 31st March 2015 Outstanding for More than 6 Months from the date they become Payable Others
Finance Act, 1994 Service Tax Payable 1,04,71,965 8485358 19,86,607
Income Tax Act, 1961 TDS Payable 7670781 70,49,524 6,21,257
MVAT Act, 2002 VAT / CST Payable 85065 - 85065
PF Act, Provident Fund Payable 12,88,139 - 12,88,139
PT Professional Tax Payable 35,552 - 35,552
Local Body Tax LBT 1,46,803 1,44,403 2,400

(b) According to the information and explanations given to us, there are no material dues of Income Tax, Service Tax, Value Added Tax or any other statutory due which have not been deposited with the appropriate authorities on account of any dispute.

viii. The company does not have accumulated losses at the end of the financial year however the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

ix. In the opinion and according to the information and explanation give to us, the company has availed loan, the outstanding balance as on 31st March 2015 of which is Rs. 1.5 crore which was due for repayment. However the company has requested for extension for the same.

x. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by the others from banks or financial institutions.

xi. 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 E. A. PATIL & ASSOCIATES

Chartered Accountants

(Firm Registration No. 117371W)

CA. E. A. Patil

Partner

Membership No. 031979

Mumbai, August 13, 2015

Currency : Indian Rupee