Religare Technova Global Solutions Ltd merged Auditor Reports

RELIGARE TECHNOVA GLOBAL SOLUTIONS LIMITED (FORMERLY ASIAN CERC INFORMATION TECHNOLOGY LIMITED) ANNUAL REPORT 2008-2009 AUDITORS REPORT TO THE MEMBERS OF RELIGARE TECHNOVA GLOBAL SOLUTIONS LIMITED (FORMERLY ASIAN CERC INFORMATION TECHNOLOGY LIMITED) 1. We have audited the attached Balance Sheet of Religare Technova Global Solutions Limited (formerly Asian CERC Information Technology Limited), as at March 31, 2009, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Attention is drawn to Note II (29) of Schedule Q to the financial statements wherein it is stated that Provision has not been made in respect of possible loss if any, arising on account of diminution in value of the investments of Rs.137,396,857 and non recoverability, if any, of advances and interest recoverable of Rs.449,032,804 from Regius Overseas Holding Company Limited a wholly owned subsidiary. 5. Without qualifying our opinion, we draw attention to Note II (28) of Schedule Q regarding preparation of accounts on going concern basis, taking into account managements assessment of growth of business, proposed restructuring and financial support by the companys holding company, Religare Technova Limited and the promoter group of the holding company. 6. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (a) Subject to our remarks in paragraph 4 above, 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 those books; (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (d) In our opinion, the Cash Flow Statement and, subject to our remarks in paragraph 4 above, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub- section (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors, as on March 31, 2009 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and subject to our remarks in paragraph 4 above, give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2009; (ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Sd/- Dibyendu Majumder Partner Membership Number 57687 For and on behalf of Place: Bangalore Price Waterhouse Date : June 25, 2009 Chartered Accountants ANNEXURE TO AUDITORS REPORT [Referred to in paragraph 3 of the Auditors Report of even date to the members of Religare Technova Global Solutions Limited (formerly Asian CERC Information Technology Limited) on the financial statements for the year ended March 31, 2009] 1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets. (b) The fixed assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable. (c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year. 2. The Company does not have any inventory at any time during the year and accordingly clauses (ii)(a), (ii)(b) and (ii)(c) of the Order, are not applicable. 3. (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act and accordingly clauses (iii)(b), (iii)(c) and (iii)(d) of the Order, are not applicable. (b) The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act and accordingly clauses (iii)(f) and (iii)(g) are not applicable. 4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, except the time and revenue application system which needs to be further strengthened, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. 5. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, commenting on transactions made in pursuance of such contracts or arrangements does not arise. 6. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company in respect of the aforesaid deposits. 7. In our opinion, the company has an internal audit system commensurate with its size and nature of its business. 8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company. 9. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. (b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute. 10. Read together with our comments in paragraph 4 in the Audit Report, the company has accumulated losses as at March 31, 2009 and has incurred cash losses in the financial year ended on that date but not in the immediately preceding financial year. 11. According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. 12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company. 14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. 15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. 16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained. 17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for longterm 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 Act during the year. 19. The Company has not issued any debentures during the year 20. The company has not raised any money by public issues during the year. 21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management. Sd/- Dibyendu Majumder Partner Membership Number 57687 For and on behalf of Price Waterhouse Place : Bangalore Chartered Accountants Date : June 25, 2009.