Intellvisions Software Ltd Merged Auditor Reports

To the Members of Intellvisions Software Limited Report on the Financial Statements

We have audited the accompanying financial statements of Intellvisions Software Limited ("the Company"), which 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial cash flows of the Company in accordance with the Accounting Standards notified under the companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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 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 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 disclosures The procedures selected financial statements the 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 control 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, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 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 March 31, 2014;

(b) in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; and

(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 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 purpose 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 those books;

c. the Balance Sheet, 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, statement of profit and loss and cash flow statement comply with the Accounting Standards notified under the companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the companies Act, 2013;

2. As required by the Companies (Auditor’s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

3. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

4. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For T.R Chadha & Co.

Chartered Accountants

Firm Regn. No: 006711N

Pramod Tilwani

(Partner)

Membership Number: 76650

Place: Mumbai

Date: 27th May 2014

1. Fixed Assets

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

b) We have been informed that the Fixed Assets of the company have been physically verified during the year by the management, and in respect of items for which proper records have been maintained, no materiel discrepancies have been noticed.

c) The assets discarded/sold during the year are not substantial and are not affecting the operations of the company as a going concern.

2. Inventories

a) The management during the year under audit carried out the physical verification of inventories at regular intervals.

b) Taking into consideration the nature of business, we are of the opinion that the procedure of physical verification and frequency of such verification is reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company is maintaining proper stock of inventory. The discrepancies noticed on verification between the physical stocks and records were not material in relation to the operation of the company and the same have been properly dealt with in the books of account.

3. Secured or Unsecured Loans Granted or Taken

a) The Company has granted unsecured loans to two parties being subsidiary companies covered in the register maintained under section 301 of the Companies Act’1956. The maximum amount outstanding during the year was Rs. 392.19 lac and closing balance was Rs. 305.03 Lac.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. The company has not charged Interest on loan amounting to Rs. 305.03 lac given to wholly owned subsidiary.

c) The loan and interest was not receivable during the year as such there is no overdue amount in excess of Rs. 1 lakh in respect of above loan.

d) The company has taken loan from one of its subsidiary Intellvisions Arabia (FZC). The maximum amount involved during the year was Rs. 10.15 lac and closing balance was Nil.

e) In our opinion and according to the information and explanation given to us, terms and condition of the loans is not prima facie prejudicial to the interest of the company.

4. Internal Control

According to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to sales of goods and services.

5. Transactions under Section 301

According to the information and explanation given to us, there are no contracts or arrangements entered during the year which needs to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956.

6. Public Deposits

According to the information and explanation given to us, the Company has not accepted any deposits from the public.

7. Internal Audit System

The Company has an internal audit system, which in general is commensurate with the size of the company and nature of its business.

8. Cost Records

As explained to us, the maintenance of cost records has been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the companies act, 1956 and are of the opinion that primafacie, the prescribed accounts and records have been made and maintained.

9. Statutory Dues

The company has been generally regular in depositing its undisputed statutory dues including Provident Fund, Employees State Insurance, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Sales Tax, Cess and any other statutory dues as applicable with the appropriate authorities during the year. According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Sales Tax, Cess and any other statutory dues were in arrears as at 31.3.2014 for a period of more than six months from the date they became payable.

The detail of excise duty/ Income tax not deposited on account of pending dispute along with the amounts involved and the forum where dispute is pending is given as under:-

Nature	Amount ( Rs. in Lacs)	Forum Where dispute is pending
Excise Duty	228.83	CESTAT

10. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted financial institutions repayment of dues to and banks.

12. As explained to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 13 of Para 4 of the Companies (Auditor’s Report) Order are not applicable to the Company.

14. As explained and verified, the Company is not dealing or trading in shares, securities, debentures and other investments. The shares held by the company are in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which the same was raised.

17. On an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us the Company has not issued any Debentures during the year. 20. The company has not raised any money by way of public issues during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year

For T.R Chadha & Co.

Chartered Accountants

Firm Regn. No: 006711N

Pramod Tilwani

(Partner)

Membership Number: 76650

Place: Mumbai

Date: 27th May 2014