Maars Software International Ltd Share Price Auditors Report
MAARS SOFTWARE INTERNATIONAL LIMITED
ANNUAL REPORT 2010-2011
AUDITORS REPORT
To,
The Member of
MAARS Software International Limited,
We have examined the attached Consolidated Balance Sheet of Maars Software
International Limited and its subsidiaries Maars Infratech Pvt. Ltd
(India),and Maars Software International Ltd FZLLC (Dubai) as at March 31,
2011, the Consolidated Profit and Loss Account for the year then ended and
Consolidated Cash Flow Statement thereon.
These financial statements are the responsibility of the Companys
Management. Our responsibility is to express an opinion on the financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards in India. These Standards require that we plan and perform the
audit to obtain reasonable assurance whether the financial statements are
prepared, in all material respects, in accordance with an identified
financial reporting framework and are free of material misstatements. As
audit includes, examining on test basis, evidence supporting amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements. We
believe that our audit provides a reasonable basis for our opinion.
We did not audit the financial statement of the subsidiary. This has been
audited by other auditors, whose reports have been furnished to us, and our
opinion, in so far as it relates to the amounts included in respect of the
subsidiary, is based solely on the other auditors report.
We report that the Consolidated Financial Statements have been prepared by
the Companys Management in accordance with requirements o f Accounting
Standards (A.S) 21, Consolidated Financial Statements issued by the
Institute of Chartered Accountants of India.
In our opinion and to the best of our information and according to the
explanations given to us, the Consolidated Financial Statements give a true
and fair in conformity with the accounting principles generally accepted in
India.
a) In the case of the Consolidated Balance Sheet, of the state of affairs
of the Company and its subsidiary as at 31.03.2011.
b) In the case of the Consolidated Profit and Loss Account of the Loss of
the Company and its Subsidiary as at 31.03.2011.
c) In the case of the Cash Flow Statement of the Cash Flows of the Company
and its Subsidiaries.
For Daiya, Tiwari & Soni
FRN:-004268C
(CA Pawan Sharma)
Partner
Date : 8th September, 2011
Place: Chennai M.No.- 075861
ANNEXURE TO THE AUDITORS REPORT:
Annexure referred to in paragraph 3 of the Auditors Report of even date on
the accounts of MAARS Software International Limited for the year ended on
31st March, 2011]
1. (a) The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) As informed to us, the management in accordance with a phased program
of verification adopted by the company has physically verified a major
portion of these assets. In our opinion the frequency of verification is
reasonable.
(c) As per information and explanations provided by the management during
the year, the company has not disposed off a substantial portion of fixed
assets.
2. The company is in the business of software development and training and
does not carry any inventories.
3. According to the information and explanations given to us during the
year company has not taken loans from and has not granted loans to the
parties covered U/s. 301 of the Companies Act, 1956. Accordingly, paragraph
4(iii) of the said order not applicable to the company.
4. 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 purchases
of fixed assets and with regard to the sale of goods. During the course of
our audit, no major weakness has been noticed in the internal controls.
5. According to the information and explanations provided by the
management, there have been transactions that need to be entered in the
register required to be maintained U/s. 301 of the Companies Act, 1956.
6. The company has not taken/accepted any deposits from the public to which
the directives issued by the RBI and the provision of section 58A, 58AA and
any other relevant provisions of the companies act 1956and the rule framed
there under are applicable accordingly, the provision of paragraph 4(vi) of
the said order not applicable to the company..
7. In our opinion, the company has an internal control system commensurate
with the size and nature of its business.
8. As informed to us, that maintenance of cost records has not been
prescribed by the Central Govt. U/s. 209(l)(d) of the Companies act, 1956,
is not applicable to the company.
(a) According to the records of the company, generally the company is
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, investor education protection fund,
Employees state insurance, income-tax, sales-tax, wealth-tax, custom duty,
excise-duty, cess and other statutory dues applicable to it.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income-tax, wealth-tax, sales tax,
customs duty and excise duty were outstanding, as at 31.03.2011, for a
period of more than six months from the dated they became payable.
(c) According to the records of the company, there are no dues of sales
tax, income tax, custom tax/wealth tax, excise duty/cess, which has not
been deposited on account of any dispute except the income tax for the
assessment year 2001-2002 amounting to Rs.84,83,898/- for which an appeal
was preferred before the honorable Income Tax Tribunal. Apart from the
above, for the assessment year 2005-2006 amounting to Rs.32,93,993/- is
disputed to be paid on account of appeal preferred before the honorable CIT
(Appeals), Chennai respectively against the assessment order passed by the
A.O.
10. The accumulated losses of the company are not more than fifty percent
of its net worth. The company has not incurred any cash losses during the
financial year covered by our audit and the immediate preceding financial
year.
11. Based on our Audit procedure and on the information and explanation
given by the management, the company has not provided for payment of
interest on the dues payable to banks and financial institutions. As
informed to us the company is in process of one time settlement with the
said banks and financial institutions.
12. The company has not granted any loans or advances on basis of the
security by way of pledge of shares, securities, debentures and other
securities.
13. In our opinion company is not a chit fund or a nidhi/mutual benefit
fund/society. Accordingly the provision of paragraph of 4(xiii)of the said
order are not applicable to the company.
14. The company is not dealing in or trading in shares, security,
debenture, and other investments. Accordingly, the provision of the
paragraph of 4 (xiv) of the said order are not applicable to the company.
15. The company has given guarantee to Bank of India for loan taken by the
erstwhile UK Subsidiary. The said guarantee was materialized. As explained
to us, amount due thereon has been included as a part of one time
settlement proposal submitted by the company. The amount involved in that
guarantee is 1 million pounds (Approx.).
16. The company has not taken any term loan during the year under review.
17. According to the information and explanation given to us and on an
overall examination of the balance sheet of the company, we report that the
no funds raised on short-terms basis have been used for long-term
investment. No long-term funds have been used to finance short-term assets
except core (permanent) working capital.
18. Based on our examination of records and the information provided to us
by the management, we report that the company has made a preferential
allotment of 77,20,000 Equity shares of Rs 10/ Each against 8% Cumumaltive
convertible Preference shares allotted to Bank of India as a part of one
settlement for conversion of outstanding loan are still not accepted by
Bank of India. Except the above the company has not made any preferential
allotment of shares to parties and companies covered under section 301 of
the Act.
19. During the period covered by our audit report, the company has not
issued any debentures.
20. The company has not raised funds from public issue during the year.
21. Based upon the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by the
company has been noticed or reported during the course of our audit.
For Daiya, Tiwari & Soni
FRN:-004268C
(CA Pawan Sharma)
Partner
Date : 8th September, 2011
Place: Chennai M.No.- 075861