boston education and software technologies ltd Auditors report

BOSTON EDUCATION & SOFTWARE TECHNOLOGIES LIMITED ANNUAL REPORT 2000-2001 AUDITORS REPORT To, the shareholders We have audited the attached Balance sheet of Boston Education and Software Technologies Limited as at March 31, 2001 and the Profit and Loss account of the Company for the year ended on that date annexed thereto, and report that: 1. As required by the Manufacturing and Other Companies (Auditors report Order, 198 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in the said Order. 2. Further to our comments in the annexure referred to in paragraph 1 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 appears from our examination of the books; c) the Balance sheet and Profit and Loss account dealt with by this report are in agreement with the above books of account; d) in our opinion the Balance sheet and profit and Loss account 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,2001, and taken on record by the Board of director, we report that none of the directors is disqualified as on March 31,2001, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; f) Attention is invited to the following in schedule no. 20: Note no.3 regarding payment of managerial remuneration in excess of limits prescribed by schedule XIII of the Companies Act, 1956 aggregating to Rs.1,61,010/- which is subject to necessary approval from the Central government, the effect of which on profit could not be determined. Subject to forgoing, in our opinion and to the best of our information and according to the explanations given to us, the accounts read with the significant accounting policies and notes thereon give a true and fair view: i. in the case of the Balance sheet, of the state of affairs of the Company as at March 31, 2001, and ii. in the case of the Profit and Loss account, of the profit for the year ended on that date. for Deloitte Haskins & Sells, Chartered Accountants (A. Siddharth) Partner Mumbai, dated July 20, 2001 Annexure to the Auditors Report (referred to in paragraph 1 of our Report of even date.) 1. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on verification. 2. None of the fixed assets has been revalued during the year. 3. The stocks of educational and other materials have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. 4. The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. 5. The discrepancies noticed on verification between the physical stocks and the book records were not material. 6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year. 7. In our opinion ,the rate of interest and other terms and conditions on which loans have been taken from companies listed in the Register maintained under section 301 of the Companies Act,1956, are not prima facie prejudicial to the interests of the Company. We are informed that there are no companies under the same management within the meaning of section 370(1B) of the Companies Act,1956. 8. The Company has not granted any loans to companies, firms, or other parties listed in the Register maintained under section 301 of the Companies Act,1956. We are informed that there arc no companies under the same management within the meaning of section 370(1 B) of the Companies Act, 1956. 9. The employees to whom loans or advances in the nature of loans have been given by the Company are repaying the principal amounts as stipulated and are also regular in the payment of interest. 10. 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 with regard to purchase of plant and machinery, equipment and other assets and with regard to the sale of goods. 11. As per the information and explanations given to us, there are no transactions of purchase of goods/materials and/or sale of goods / materials / services made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and aggregating to Rs.50,000/- or more in respect of each party. 12. We are informed that the Company does not have any unserviceable stores and finished goods. 13. The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act,1956 and the Rules framed thereunder. 14. The Company does not generate any by product or scrap. 15. In our opinion,the Company has an internal audit system commensurate with the size and nature of its business. 16. The Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act,1956. 17. According to the records of the Company, Provident fund dues have generally been regularly deposited during the year with the appropriate authorities. We are informed that the provisions of the Employees State Insurance Act,1948, are not applicable to the Company. 18. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Excise Duty and Customs Duty were outstanding as at March 31, 2001 for a period of more than six months from the date they became payable. 19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice. 20. The Company is not a sick industrial Company within the meaning of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act,1985. 21. In respect of the Companys service activities: a) The nature of the services rendered is such that it does not involve consumption of materials and stores; b) In our opinion, the Company has a system of allocating man-hours utilised to relative jobs in respect of its software business which is commensurate with the size and nature of this business. In respect of its educational business, the Company has no system of allocating man hours utilised to relative jobs. c) In our opinion, the company has a system of authorisation at proper levels and an adequate system of internal control commensurate with he size of the company and the nature of its business, on allocation of labour to jobs. for Deloitte Haskins & Sells, Chartered Accountants (A. Siddharth) Partner Mumbai, dated July 20, 2001