To
The members of M/s. Sibar Software Services (India) Limited
Report on the Financial Statements
We have audited the accompanying financial statements of M/s.Sibar Software Services
(India) Limited (‘the Company’), which comprise the balance sheet as at 31
March 2016, the statement of profit and loss and the 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
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
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. 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 31
March 2016 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, 2016 ("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, a statement on the matters specified
in the 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 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) on the basis of the written representations received from the directors as on 31
March 2016 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2016 from being appointed as a director in terms of Section
164 (2) of the Act;
(f) with respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate report in "Annexure B"; and
(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:
i. the Company has disclosed the impact of pending litigations on its financial
position in its financial statements - Refer Note 2.20 to the financial statements;
ii. the Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any. on long-term contracts including
derivative contracts - Refer Note 2.7 to the financial statements;
iii. There were no amounts which were required to be transferred to the investor
education and protection fund by the Company
| Place: Hyderabad |
For, M/s. Hanumaiah & Co. |
| Date: 30.05.2016 |
Chartered Accountants ( |
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Registration No 009021S) |
|
Sd/- |
|
(K. Hanumaiah) |
|
Partner |
|
Membership No. 201719 |
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT
The Annexure "A" to the Independent Auditors Report of M/s. Sibar Software
Services (India) Ltd for the year ended 31 March 2016. we report that:
(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets
(b) The Company has a regutar programme of physical verification of its fixed assets,
by which all fixed assets are verified in a phased manner 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. Pursuant to such program, a portion of
fixed asset has been physically verified by the management during the year and no material
discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of immovable properties are
held in the name of the Company.
(ii) The Company during the year under audit does not hold any inventory. Therefore the
physical verification of the inventory and discrepancy thereof does not arise
(iii) According to the information and explanations given to us, the Company has not
granted any loan, secured or unsecured to companies, firms, limited liability partnerships
or other parties covered in the register required under section 189 of the Companies Act,
2013. Accordingly, paragraph 3 (iii) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations given to us, the
Company has not given any loans, made any investments, provided any guarantees, and given
any security to which the provisions of section 185 and 186 of the Companies Act, 2013 are
applicable.
(v) In our opinion and according to the information and explanations given to us, the
Company has not accepted any deposits and accordingly paragraph 3 (v) of the Order is not
applicable.
(vi) 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 provident fund, employees’
state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise,
value added tax, cess and other material statutory dues have been generally regularly
deposited during the year by the Company with the appropriate authorities. However, their
exists a undisputed income tax liability of Rs. 144.44 lakhs which have remained
outstanding as at 31st march, 2016.
(viii) In our opinion and according to the information and explanations given to us,
the Company has no outstanding dues to any financial institutions or any bankers or any
government or any debenture holders during the year.
(ix) The company has not obtained any term loans or raised any moneys by way of initial
public offer or further public offer (including debt instruments) during the year.
(x) According to the information and explanations given to us, no fraud by the Company
or on by its officers or employees has been noticed or reported during the course of our
audit.
(xi) The Company has not paid/provided for managerial remuneration during the year
under audit and accordingly paragraph 3 (xi) of the Order is not applicable.
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not
applicable.
(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with section 188 of the Act where applicable and details of such transactions
have been disclosed in the financial statements as required by the applicable accounting
standards.
(xiv) According to the information and explanations give to us and based on our
examination of the records of the Company, 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 explanations given to us and based on our
examination of the records of the Company, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-1A of the Reserve
Bank of India Act 1934.
| Place: Hyderabad |
For, M/s. Hanumaiah & Co. |
| Date: 30.05.2016 |
Chartered Accountants |
|
(Registration No 009021S) |
|
Sd/- |
|
(K. Hanumaiah) |
|
Partner |
|
Membership No. 201719 |
Annexure - B to the Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
43 of the Companies Act, 2013 ("the Act") We have audited the internal
financial controls over financial reporting of M/s. SIBAR SOFTWARE SERVICES (INDIA)
LIMITED ("the Company") as of 31 March 2016 in conjunction with our audit of the
financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India ("ICAI"). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s 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 Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s 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 Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143( 10) of the Companies Act, 2013. to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
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 auditor’s judgment, including the assessment of the risks of
material misstatement of the 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 Company’s internal financial controls
system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s 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 company’s 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
company’s 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
In our opinion, the Company has. in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31 March 2016, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
| Place: Hyderabad |
For, M/s. Hanumaiah & Co. |
| Date: 30.05.2016 |
Chartered Accountants |
|
(Registration No 009021S) |
|
Sd/- |
|
(K. Hanumaiah) |
|
Partner |
|
Membership No. 201719 |
+91-9892691696
