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Auditor Report of GSS Infotech Ltd.
Mar 31, 2024
GSS INFOTECH LIMITED
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of GSS INFOTECH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditor''s Report Thereon
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management''s Responsibilities for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) 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, as amended, 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 standalone 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.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
(d) Based on our examination which includes test checks, the Company, in respect of financial year commencing on 1st April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trial (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of the accounting software where such feature is enabled.
v. The Company has not declared or paid dividend during the year.
2. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Place: Hyderabad For Rambabu & Co.,
Date: 30.05.2024 Chartered Accountants
Reg. No.002976S
Sd/-
GVL Prasad
Partner
M.No.026548
UDIN : 24026548BKAMOH6619
Mar 31, 2023
GSS INFOTECH LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of GSS INFOTECH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditor''s Report Thereon
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management''s Responsibilities for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events
in a manner that achieves fair presentation
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) 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, as amended, 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 standalone 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.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has not declared or paid dividend during the year.
2. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Place: Hyderabad For Rambabu & Co.,Date: 30.05.2023 Chartered AccountantsReg. No.002976SSd/-GVL PrasadPartnerM.No.026548UDIN : 23026548BGTYQJ9188
Mar 31, 2018
INDEPENDENT AUDITOR''S REPORT
To
The Board of Directors of
M/s GSS Infotech Limited
Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of M/s GSS Infotech Limited (herein after referred to as ''the Company'') and its subsidiaries (the Company and its subsidiaries together referred to as ''the Group''), comprising the Consolidated Balance Sheet as at 31st March, 2018, the Consolidated Statement of Profit & Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Consolidated Ind AS 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 of these consolidated Ind AS financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
This respective Board of Director''s of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 Consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of consolidated financial statements by the Director''s of the Company, as aforesaid.
Auditor''s Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit
In conducting 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 thereunder.
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 consolidated Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the consolidated Ind AS 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 consolidated Ind AS financial statements.
We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Other Matter
1. We did not audit the financial statements/information of One US Subsidiary (Including its step down subsidiaries) included in the consolidated financial results, whose consolidated financial statements reflect total assets of Rs. 1,24,18,42,912/- as at 31st March 2018 as well as total revenue of Rs. 1,24,52,13,186/- as at 31st March 2018. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the management, and our opinion on the consolidated financial results, is so far as it relates to the amounts and disclosure included in respect of the subsidiary is based solely on the report of such other auditors.
2. Attention is bought to Note No. 28 to the Consolidated Financial Statements that the US subsidiary company had extended to the in-line credit to ATEC Subsidiary which was later divested. Our opinion is not modified in respect of these matters.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS 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 including the Ind AS, of the consolidated state of affairs of the Company as at 31st March, 2018, and its consolidated profit, consolidated total comprehensive income, its consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
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 audit of aforesaid consolidated Ind AS financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit & Loss (including the Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts maintained for the purpose of preparation of these consolidated financial statements.
d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rules of the Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors of the Company as on 31st March, 2018 taken on record by the Board of Directors of the Company and report of the statutory auditors of its Subsidiary companies incorporated in India, none of the directors of the Group Companies incorporated in India are disqualified as on 31st March, 2018 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 and the operating effectiveness of such controls, refer to our separate report in ''Annexure A'' which is based on auditor''s reports of the Company and its subsidiary companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operative effectiveness of the internal financial controls over financial reporting, of those companies, for the reasons stated therein.
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, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Group does not have any pending litigations which would impact its financial position.
ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its Subsidiary Companies incorporated in India.
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For and on behalf of |
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Sarat h & Associates |
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Chartered Accountants |
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F. Reg. No. 005120S |
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P. Sa rath Kumar |
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Place : Hyderabad |
Partner |
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Date : 28.05.2018 |
M. No. : 021755 |
(Referred to in paragraph (f) under ''Report on Other Legal & Regulatory Requirements'' section of our report to the members of GSS Infotech Limited of even date)
Report on Internal Financial Controls over Financial Reporting under Clause (i) of subsection 3 of section 143 of the Companies Act, 2013 (''the Act'')
In conjunction with our audit of Consolidated financial statements of the Company as of and for the year ended March 31st.2018, We have audited the internal financial controls over financial reporting of GSS Infotech Limited (herein after referred to as ''the Company'') and its subsidiary Companies incorporated in India.
Management''s Responsibility for Internal Financial Controls
The Board of Directors of the Company and its subsidiary companies are 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. 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 Act.
Auditor''s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls. 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 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 exits, 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 consolidated Ind AS 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 internal financial controls system over financial reporting of the Company and its subsidiary companies incorporated in India.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS 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 Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the Ind AS 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 and to the best of our information and according to the explanations given to us, the Company and its Subsidiaries have, in all material respects, an adequate internal financial control system over financial reporting and such internal financial control system over financial reporting were operating effectively as at March 31st, 2018, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of the 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.
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For and on behalf of |
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Sarath & Associates |
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Chartered Accountants |
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F. Reg. No. 005120S |
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P. Sa rath Kumar |
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Place : Hyderabad |
Partner |
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Date : 28.05.2018 |
M. No. : 021755 |
Mar 31, 2016
INDEPENDENT AUDITORS'' REPORT
To,
The Members of GSS INFOTECH LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of GSS INFOTECH LIMITED which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, 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 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 March 31, 2016, and its Profit and its Cash Flow for the year ended on that date.
Emphasis on Matter
Attention is drawn to point no.8 in "2.2 Notes to Accounts" wherein the Company had given advances in the form of incurring operational expenses on behalf of the wholly owned Indian subsidiary company M/s GSS Healthcare IT Solutions Private Limited, amounting to Rs.10,04,51,239 towards its project work at USA, which is done through Company''s another subsidiary company, M/s GSS Infotech Inc for its US Client. As the US Client did not pay the said sum despite follow up, the same was written off in US Subsidiary Books together with amounts in turn payable to Indian Subsidiary as per overseas audited financials and consequently the same amount is written off in the Indian Subsidiary company as well as the Holding Company, duly through Board approval in this regard.
Our Opinion is not modified in this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016, as amended, 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 paragraphs 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 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 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 written representations received from the Directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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:
h. The Company does not have any pending litigations which would impact its financial position.
Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31, 2016:
1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of fixed assets;
(b) The Fixed Assets have been physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the company and nature of its business. There were no discrepancies were noticed on such verification.
(c) The Company does not have any immovable property. Accordingly the provisions of clause 3 (i)( c ) of the order are not applicable to the company during the current year.
2) As per the information and explanations given to us, the company is a Service Company primarily rendering Information Technology Services, and as its business does not involve maintenance of inventories Viz. Finished, Stores, Spare Parts, Goods in Process and Raw materials, the provisions of Clause 3(ii)(a) to Clause 3(ii) (c) of the Order are not applicable to the Company for the current year.
3) (a) As per the information and explanations given to us, the Company had granted advances to three parties covered
in the Register maintained under Section 189 of the Act, year end outstanding being Rs. 16,60,47,486 /-
(b) As per the information and explanations given to us, in our opinion, the above loans are given to fully owned subsidiary companies and does not carry interest or do not specify any specific repayment schedule and hence is generally repayable on demand. Considering the principal business activities carried out by these fully owned subsidiaries, which are in line with Company''s own business, we are on the opinion that the terms and conditions on which these interest free loans have been granted to parties listed in the register maintained under Section 189 of the Companies Act, 2013 are, prima facie, not prejudicial to the interests of the Company.
(c) As per the information and explanations given to us, these loans do not carry any specific repayment schedule and accordingly do not warrant any comments under Clauses 3 (iii) (b) of the Order for the current year.
4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.
5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2016 with regard to the deposits accepted from the public are not applicable.
6) The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.
7) (a) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, there are no dues in respect of amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added Tax and Cess with the appropriate authorities during the year and other material statutory dues applicable to the Company and in respect of this dues, there are no outstanding dues as on 31.03.2016 which are outstanding more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute, except as stated hereunder:-
i. Appeal pending before Income Tax Administrative Tribunal for the AY 2009-10 & 2010-11, involving Tax Amounts of Rs.28,28,435/- and Rs. 75,45,571/- respectively; and Appeal pending before Dispute Resolution Panel for the AY 2011-12, involving Tax amount of Rs.5,84,75,130/- and the Company, based on the relief received for AY 2010-11 on the same issues, expects the revised liability to be Rs.1,04,15,056
ii. Appeal pending before the Hon''ble Dispute Resolution Panel, Bangalore for the AY 2012-13, tax amount being Rs.1,51,36,700
iii. Service Tax demand amounting to Rs. 1,02,18,344 for the years 2010-12, 2012-13 & 2013-14 on the Company on account of the E-Procurement contract executed in Bangladesh for the Bangladesh government, treating as ''Import of Business Support Services'', against which Company filed appeal before CESTAT, Bangalore.
iv. Appeal pending before Hon''ble Dispute Resolution Panel, Bangalore, tax amount being Rs.2,37,82,029 which arose primarily on account of disallowances of carried forward losses of earlier assessment year
(c) According to the information and explanations given to us there are no amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.
8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, Government. The Company has not issued any debentures.
9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans.
10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations given by the management, no managerial remuneration was paid or provided. Accordingly the provisions of clause 3 (XI) of the order are not applicable to the company during the current year.
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.
15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of GSS INFOTECH LIMITED as of March 31, 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. 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 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 March 31, 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.
For and on behalf of Sarath & Associates
Chartered Accountants
Firm''s registration number: 005120S
P. Sarath Kumar
Place: Hyderabad Partner
Date: 30.05.2016 M.No:021755
Mar 31, 2015
We have audited the accompanying Financial Statements of M/s GSS
Infotech Limited ('the Company'), which comprise the Balance Sheet as
at 31 March 2015, 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.
Auditors' 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, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. 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 2015 and its Loss and its Cash Flows for the year ended on
that date.
Emphasis of Matter
As discussed in Note No. 11 to the Financial Statements read with Note
No.5 to the Para 2.2 Notes to Account, the Company had provided an
amount of Rs.134,92,99,076/- towards provision for diminution in the
value of investments in respect of its investment in the Wholly Owned
Subsidiary M/s GSS Infotech Inc. (Delaware Company) which arose upon
writing off of Goodwill in the step-down subsidiaries of Wholly Owned
Subsidiaries, as per the Audited Financials duly audited by the US
local Auditor. Without qualifying our opinion, we draw attention to the
fact that evaluation of the Investments was done based on the Audited
Financials of the Wholly Owned Subsidiary in USA, the audit of which
was not performed by us and we had relied on the independent assessment
made by the US local auditor for testing the value of the investments.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("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
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.
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 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and
(f) 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;
ii. The Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses; and
iii. There are no amounts required to be transferred to the Investor
Education and Protection Fund by the Company.
Annexure to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the financial statements for the year ended
31 March 2015, we report that:
(i) (a) The Company has maintained records showing full particulars,
including quantitative details and situation of fixed assets.
(b) As per the information and explanations given to us, the Company
has a regular programme of physical verification of fixed assets by
which fixed assets are verified in a phased manner over a period of
three years. In accordance with this programme, certain fixed assets
were verified during the year and no material discrepancies were
noticed on such verification. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
company and the nature of its assets.
(ii) As per the information and explanations given to us, the company
is a Service Company primarily rendering Information Technology
Services, and as its business does not involve maintenance of
inventories Viz. Finished, Stores, Spare Parts, Goods in Process and
Raw materials, the provisions of Clause 3(ii)(a) to Clause 3(ii) (c) of
the Order are not applicable to the Company for the current year.
(iii) (a) As per the information and explanations given to us, the
Company had granted advances to three parties covered in the Register
maintained under Section 189 of the Act, year end outstanding being
Rs.24,12,30,979/-
(b) As per the information and explanations given to us, in our
opinion, the above loans are given to fully owned subsidiary companies
for carrying out principal business activities of the Company and does
not carry interest or do not specify any specific repayment schedule
and hence is geneally repayable on demand. Considering the principal
business activities carried out by these fully owned subsidiaries, we
are of the opinion that the terms and conditions on which these
interest free loans have been granted to parties listed in the register
maintained under Section 189 of the Companies Act, 2013 are, prima
facie, not prejudicial to the interests of the Company.
(c) As per the information and explanations given to us these loans do
not carry any specific repayment schedule and accordingly do not
warrant any comments under Clauses 3 (iii) (b) of the Order for the
current year.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and providing of Services. We have not
observed any continuing failure to correct major weakness in the
internal control system during the course of our audit.
(v) The Company has not accepted any deposits from the public in
accordance with the provisions of section 73 to 76 of the act and rules
framed there under.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148 of the Companies Act 2013.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, there are
no dues in respect of amounts deducted/ accrued in the books of account
in respect of undisputed statutory dues including Provident Fund, Income
Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Value Added
Tax and Cess with the appropriate authorities during the year and other
material statutory dues applicable to the Company and in respect of this
dues, there are no outstanding dues as on 31.03.2015 which are
outstanding more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of wealth tax, duty of customs and cess which have
not been deposited with the appropriate authorities on account of any
dispute, except as stated hereunder:-
i. Appeal pending before Income Tax Administrative Tribunal for the AY
2009-10 & 2010-11, involving Tax Amounts of Rs.28,28,435/- and
Rs.3,85,52,400/- respectively; and Appeal pending before Dispute
Resolution Panel for the AY 2011-12, involving Tax amount of
Rs.5,84,75,130/-
ii. Service Tax demand amounting to Rs.10,218,344/- for the years
2010-12, 2012-13 & 2013-14 on certain Import of Business Support
Services for Bangladesh Project availed in that country, against which
Company filed appeal before CESTAT, Bangalore.
(c) According to the information and explanations given to us there are
no amounts which were required to be transferred to the investor
education and protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules there
under.
(viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) As per the information and explanations given to us, the Company
did not have any outstanding dues to any financial institution or bank
or debenture holders as at the balance sheet date, and hence the
provisions of Clause 3( ix) of the Order are not applicable to the
Company for the current year.
(x) In our opinion and according to the information and the
explanations given to us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions.
(xi) The Company did not avail any fresh term loans during the year.
(xii) According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the course of our audit.
For Sarath & Associates
Chartered Accountants
Firm's Regn.No.05120S
P Sarath Kumar
Place: Hyderabad Partner
Date : 30.05.2015 M. No. 021755
Mar 31, 2014
We have audited the attached Balance Sheet of M/s. GSS Infotech Limited
(''the Company'') which comprise the Balance Sheet as at March 31, 2014,
and the Statement of Profit and Loss and Cash Flow Statements for the
year ended on that date and a summary of Significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Management is responsible for the preparation 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act'') (which continue to be applicable
in respect of Section 133 of the Companies Act, 2013 in terms of
General Circular 15/2013 dated September 13, 2013 of the Ministry of
Corporate Affairs) and in accordance with the accounting principles
generally accepted in India. 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.
Auditors'' 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 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 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. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the 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 Companies Act,1956 in the manner so required and 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 31 March, 2014; (ii) in the case of the Statement of
Profit and Loss, of the Profit 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.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2003 issued
by the Central Government of India in terms of Sub- section (4A) of
Section 227 of the Companies Act, 1956("Act") of India (the Act) and on
the basis of such checks as we considered appropriate and according to
the information and explanations given to us, we enclose in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
2. As required by section 227 (3) of the Act, we report that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were neces- sary for the purposes of
our audit.
(ii) 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.
(iii) The Balance Sheet and the statement of profit & loss and cash
flow statements dealt with by this report are in agreement with the
books of account.
(iv) In our opinion, the Balance Sheet and the statement of profit &
loss and cash flow statements comply with the Accounting Standards
referred to in Sub  Section 3(c) of Section 211 of the Companies Act,
1956 (which continue to be applicable in respect of Section 133 of the
Companies Act, 2013 in terms of General Circular 15/2013 dated
September 13, 2013 of the Ministry of Corporate Affairs).; and
(v) On the basis of written representations received from the directors
as on 31st March, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2014, from
being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
(vi) Since the Central Government has not issued any notification as
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.
Other Matters
Without qualifying our opinion, attention is drawn to Note No.6 to the
''Notes to Accounts'' relating to Investments and its evaluation, which
is based on the Audited Financials of the Subsidiary in USA, the audit
of which was not performed by us and we had relied on the independent
assessment made by the US local Auditor for testing the value of the
investments.
(The Annexure referred to in Paragraph 1 under "Report on Other Legal
and Regulatory Requirement'' section of our report of even date)
1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) We were informed that the Company has a regular programme of
physical verification of fixed assets by which fixed assets are
verified in a phased manner over a period of three years. In accordance
with this programme, certain fixed assets were verified during the year
and no material discrepancies were noticed on such verification. In
our opinion, this periodicity of physical verification is reasonable
having regard to the size of the company and the nature of its assets.
(c) In our opinion and according to the information and explanations
given to us, the company has not disposed off any assets during the
year.
2. The Company is a service company, primarily rendering Information
Technology Services. Accordingly, as it does not hold any physical
Inventories, the provisions of Clause 4 (ii) of the Order are not
applicable to the Company for the current year.
3. (a) As per the information and explanations given to us, the
Company had granted advances to three parties covered in the Register
maintained under Section 301 of the Act, aggregating to Rs.1676.94
Lakhs and the maximum balance outstanding was Rs.1994.14 Lakhs.
(b) As per the information and explanations given to us, in our
opinion, the above loans are given to fully owned subsidiary companies
and does not carry interest or do not specify any specific repayment
schedule and hence is repayable on demand. Accordingly the terms and
conditions on which interest free loans have been granted to Companies
and parties listed in the register maintained under Section 301 of the
Companies Act, 1956 are, prima facie, are prejudicial to the interests
of the Company.
(c) As per the information and explanations given to us, these loans do
not carry any specific repayment schedule and accordingly do not
warrant any comments under Clauses 4 (iii) (c) and (d) of the Order for
the current year.
(d) As per the information and explanations given to us, the Company
had taken interest free advance from two parties covered in the
Register maintained under Section 301 of the Act, aggregating to
Rs.28.71 Lakhs and the maximum balance outstanding was Rs.30.98 Lakhs.
(e) As per the information and explanations given to us, as the above
loans are given interest free and without any specific stipulations,
these loans obtained are not prejudicial to the interest of the
Company.
(f) As per the information and explanations given to us, these loans
obtained do not carry any specific repayment schedule and accordingly
do not warrant any comments under Clause 4 (iii) (g) of the Order for
the current year.
4. In our opinion and 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 for
purchase of fixed assets and for sale of services and during the course
of our audit, we have not come across any instances of continuing
failure to correct major weaknesses in internal control system.
5. (a) According to information and explanations furnished to us and
as confirmed by the management of the company, we are of the opinion
that the particulars of contracts or arrangements that need to be
entered in the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, company has entered transactions in pursuance of contracts
or arrangements that need to be entered into the register referred to
in clause 5(a) above, and exceeding the value of Rs. 5.00 Lakhs during
the year at prices which are reasonable having regard to the prevailing
market prices at the relevant time.
6. As the Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA of the Act and rules framed there
under, the provisions of Clause 4(vi) of the Order are not applicable
to the Company for the current year.
7. In our opinion, the internal audit functions carried out during the
year by an external agency appointed by the Manage- ment have been
commensurate with the size of the Company and the nature of its
business.
8. As 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 activities of the company, the
provisions of Clause 4(viii) of the Order are not applicable to the
Company for the current year.
9. (a) According to records of company and as per the information and
explanation given to us, the company is generally regular in depositing
with the appropriate authorities, the undisputed statutory dues
including provident fund, Investor Education protection Fund, Income
Tax, Sales Tax, Customs duty, Excise duty, Cess and other material
statutory dues applicable to it and in respect of these statutory dues,
there are no outstanding statutory dues as on 31.03.2014,which are
outstanding for a period of more than six months from the date they
become payable.
(b) According to records of Company and as per information and
explanations given to us, there are no dues of Income tax, Wealth tax,
Service tax, Customs duty, Excise duty, which have not been deposited
on account of any dispute, except as stated hereinunder:- i. Appeal
pending before Income Tax Administrative Tribunal for the AY 2009-10,
involving Tax Amount of Rs.28.21 Lakhs; and Appeal pending before
Dispute Resolution Panel for the AY 2010-11, involving Tax amount of
Rs.16.02 Lakhs;
ii. Service Tax demand amounting to Rs.79.38 Lakhs on certain Import of
Business Support Services for Bangladesh Project availed in that
country, against which Company filed appeal before CESTAT, Bangalore.
10. The Company does not have any accumulated losses at the end of the
current financial year. The Company had not incurred any cash losses in
the current financial period as or in the immediately preceding
financial year.
11 As per the information and explanations given to us, the Company did
not have any outstanding dues to any financial institution or bank or
debenture holders as at the balance sheet date, and hence the
provisions of Clause 4( xi) of the Order are not applicable to the
Company for the current year.
12. As per the information and explanations given to us, the company
has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities, and accordingly
the provisions of Clause 4(xii) of the Order are not applicable to the
Company for the current year.
13. In our opinion, as the Company is not a chit fund or a nidhi or
mutual benefit fund or society, the provisions of Clause 4 (xiii) of
the Order are not applicable to the Company for the current year.
14. As the company is not dealing or trading in shares, securities,
debentures and other Investments, the provisions of clause 4(xiv) of
the order are not applicable to the Company for the current year.
15. As per the information and explanations given to us, as the
Company has not given any guarantees for loans taken by others from
banks or financial institutions, the provisions of Clause 4(xv) of the
Order are not applicable to the Company for the current year.
16. In our opinion, and according to the Information and explanations
furnished to us, as the company has availed term loans, by way of
conversion of working capital limits, which are used for its business
purpose.
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, no funds raised on a short-term basis have
been used for long-term Invest- ment by the Company.
18. As per the information and explanations given to us, as 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, the provisions of Clause 4(xviii) of the Order
are not applicable to the Company for the current year.
19. As the Company has not issued any secured debentures, the
provisions of Clause 4(xix) of the Order are not applicable to the
Company for the current year.
20. As the Company has not raised any money by public issues during
the year, the provisions of Clause 4(xx) of the Order are not
applicable to the Company for the current 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 as per the representation given by the
Company and relied on by us, we have neither come across any instance
of material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such cases by the management.
For SARATH & ASSOCIATES
Firm Regn. No. 005120S
Chartered Accountants
Sd/-
P Sarath Kumar
Place: Hyderabad Partner
Date: 09.08.2014 Membership No. 21755
Mar 31, 2013
1 We have audited the attached Balance Sheet of M/s. GSS Infotech
Limited (''the Company'') which comprise the Balance Sheet as at March
31, 2013, and the Statement of Profit and Loss and Cash Flow Statements
for the year ended on that date and a summary of Significant accounting
policies and other explanatory information.
2 The Management is responsible for the preparation 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act''). 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.
3 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 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 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. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the 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
4 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 Companies Act,1956 in the manner so required and 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 31 March, 2013;
(ii) in the case of the Statement of Profit and Loss, 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.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of Sub- section (4A) of
Section 227 of the Companies Act, 1956("Act") of India (the Act) and on
the basis of such checks as we considered appropriate and according to
the information and explanations given to us, we enclose in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.
2. As required by section 227 (3) of the Act, we report that:
(i) 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.
(ii) 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.
(iii) The Balance Sheet and the statement of profit & loss and cash
flow statements dealt with by this report are in agreement with the
books of account.
(iv) In our opinion, the Balance Sheet and the statement of profit &
loss and cash flow statements comply with the Accounting Standards
referred to in Sub - Section 3(c) of Section 211 of the Companies Act,
1956; and
(v) On the basis of written representations received from the directors
as on 31st March, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2013, from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
(vi) Since the Central Government has not issued any notification as
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.
The Annexure referred to in our report to the members of GSS Infotech
Limited (''the Company'') for the year ended 31 March, 2013. We report
that :
1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) We were informed that the Company has a regular programme of
physical verification of fixed assets by which fixed assets are
verified in a phased manner over a period of three years. In accordance
with this programme, certain fixed assets were verified during the year
and no material discrepancies were noticed on such verification. In
our opinion, this periodicity of physical verification is reasonable
having regard to the size of the company and the nature of its assets.
(c) In our opinion and according to the information and explanations
given to us, the company has not disposed off any assets during the
year.
2. The Company is a service company, primarily rendering Information
Technology Services. Accordingly, as it does not hold any physical
Inventories, the provisions of Clause 4 (ii) of the Order are not
applicable to the Company for the current year.
3. (a) As per the information and explanations given to us, the
Company had granted advances to two parties covered in the Register
maintained under Section 301 of the Act, aggregating to R1468.87 Lakhs
and the maximum balance outstanding is R1542.43 Lakhs.
(b) As per the information and explanations given to us, in our
opinion, the above loan are purely temporary in nature and does not
specify any specific repayment schedule and hence is repayable on
demand. Accordingly the terms and conditions on which interest free
loans have been granted to Companies and parties listed in the register
maintained under Section 301 of the Companies Act, 1956 are, prima
facie, are not prejudicial to the interests of the Company
(c) As per the information and explanations given to us, these loans do
not carry any specific repayment schedule and accordingly do not
warrant any comments under Clauses 4 (iii) (c) and (d) of the Order for
the current year.
(d) The Company has not taken any loans from parties covered in the
register maintained under 301 of the Act. Accordingly, paragraphs
4(iii)(e) to 4(iii)(g) of the Order are not applicable.
4. In our opinion and 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 for
purchase of fixed assets and for sale of services and during the course
of our audit, we have not come across any instances of continuing
failure to correct major weaknesses in internal control system.
5. (a) According to information and explanations furnished to us and
as confirmed by the management of the company, we are of the opinion
that the particulars of contracts or arrangements that need to be
entered in the register maintained under section 301 of the companies
Act, 1956 have been so entered.
(b) n our opinion and according to the information and explanations
given to us, company has entered transactions in pursuance of contracts
or arrangements that need to be entered into the register referred to
in clause 5 (a) above, and exceeding the value of R5.00 Lakhs have been
made during the year at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. As the Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA of the Act and rules framed there
under, the provisions of Clause 4(vi) of the Order are not applicable
to the Company for the current year.
7. In our opinion, the company has an internal audit system
commensurate with its size and nature of its business.
8. As 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 activities of the company, the
provisions of Clause 4(viii) of the Order are not applicable to the
Company for the current year.
9. (a) According to records of company and as per the information and
explanation given to us, the company is generally regular in depositing
with the appropriate authorities, the undisputed statutory dues
including provident fund, Investor Education protection Fund, Income
Tax, Sales Tax, Customs duty, Excise duty, Cess and other material
statutory dues applicable to it and in respect of these statutory dues,
there are no outstanding statutory dues as on 31.03.2013,which are
outstanding for a period of more than six months from the date they
become payable.
(b) According to records of Company and as per information and
explanations given to us, there are no dues of Income tax, Wealth tax,
Service tax, Customs duty, Excise duty, which have not been deposited
on account of any dispute, except as stated hereinuder:-
Asst Year Amount involved Particulars
2008-09 2,30,912 Appeal pending before CIT Appeals (3)
10. The Company does not have any accumulated losses at the end of the
current financial year. The Company had incurred cash losses in the
current financial period as against cash profit in the immediately
preceding financial year.
11 As per the information and explanations given to us, the Company did
not have any outstanding dues to any financial institution or bank or
debenture holders as at the balance sheet date, and hence the
provisions of Clause 4( xi) of the Order are not applicable to the
Company for the current year.
12. As per the information and explanations given to us, the company
has not granted any loans and advances on the basis of security by way
of pledge of shares, debentures and other securities, and accordingly
the provisions of Clause 4(xii) of the Order are not applicable to the
Company for the current year.
13. In our opinion, as the Company is not a chit fund or a nidhi or
mutual benefit fund or society, the provisions of Clause 4 (xiii) of
the Order are not applicable to the Company for the current year.
14. As the company is not dealing or trading in shares, securities,
debentures and other Investments, the Provisions of clause 4(xiv) of
the order are not applicable to the Company for the current year.
15. As per the information and explanations given to us, as the
Company has not given any guarantees for loans taken by others from
banks or financial institutions, and hence the provisions of Clause
4(xv) of the Order are not applicable to the Company for the current
year.
16. In our opinion, and according to the Information and explanations
furnished to us, as the company has not availed any term loans, the
provisions of Clause 4(xvi) of the Order are not applicable to the
Company for the current year.
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, no funds raised on a short-term basis have
been used for long-term Investment by the Company.
18. As per the information and explanations given to us, as 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, the provisions of Clause 4(xviii) of the Order
are not applicable to the Company for the current year.
19. As the Company has not issued any secured debentures, the
provisions of Clause 4(xix) of the Order are not applicable to the
Company for the current year.
20. As the Company has not raised any money by public issues during
the year, the provisions of Clause 4(xx) of the Order are not
applicable to the Company for the current 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 as per the representation given by the
Company and relied on by us, we have neither come across any instance
of material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such cases by the management.
For SARATH & ASSOCIATES
Chartered Accountants
Firm Regn. No. 005120S
Sd/-
S Srinivas
Place: Hyderabad Partner
Date : 30.05.2013 Membership No. 202471
Jun 30, 2010
1. We have audited the attached Balance Sheet of GSS AMERICA INFOTECH
LIMITED (The Company) as at 30th June, 2010 and the related Profit and
Loss Account and Cash Flow Statement attached thereto for the year
ended on that date.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 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 free from material 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 theoverall 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, (The
Order), issued by the Central Government of India in terms of section
227 (4A) of The Companies Act, 1956 (the Act) and on the basis of
such checks as we considered appropriate and according to the
information and explanations given to us, we set out in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to above, we
report that:
(i) 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.
(ii) 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.
(iii) The Balance Sheet, Profit and Loss Account and Cash flow
Statement dealt with by this report are in agreement with the books of
account maintained.
(iv) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are prepared in accordance with the
Accounting Standards referred to in Section 211 (3C) of the Companies
Act, 1956, to the extent applicable.
(v) On the basis of written representations received from the directors
as on 30th June, 2010, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 30th June,
2010 from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956.
(vi) In our opinion, and to the best of our information and according
to the explanations given to us, the said accounts read with
significant accounting policies and notes thereon 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 30 th June 2010 ;
b. In the case of the 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.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDIT REPORT OF EVEN DATE ON THE
ACCOUNTS OF GSS AMERICA INFOTECH LIMITED (THE COMPANY) FORTHE YEAR
ENDED 30TH JUNE, 2010
1. (a) The Company is maintaining proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) The Company has a regular programme of physical verification of
fixed assets by which fixed assets are verified in a phased manner over
a period of three years. In accordance with this programme, certain
fixed assets were verified during the year and no material
discrepancies were noticed on such verification. In our opinion, this
periodicity of physical verification is reasonable having regard to the
size of the company and the nature of its assets.
(c) In ouropinion and according to the information and explanations
given to us, Fixed Assets disposed off during the year were not
substantial and therefore, do not affect the going concern assumption.
2. The Company is a service company, primarily rendering
InformationTechnology Services. Accordingly, as it does not hold any
physical Inventories, the provisions of Clause4 (ii) of the Order are
not applicable to the Company for the current year.
3. (a) As 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, the provisions of Clauses 4 (iii) (a) to
(d) of the Order are not applicable to the Company forthe current year.
(b) The Company has taken interest free unsecured loan from one party
covered in the register maintained under Section 301 of the Act,
aggregating to Rs.3,00,00,000/- and the same has been repaid during the
year.
4 In our opinion and 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 for
purchase of fixed assets and for sale of services and during the course
of our audit, we have not come across any instances of continuing
failure to correct major weaknesses in internal control system.
5 (a) According to information and explanations furnished to us and as
confirmed by the management of the company, we are of the opinion that
the particulars of contracts or arrangements that need to be entered in
the register maintained under section 301 of the companies Act, 1956
have been so entered.
(b) In our opinion and according to the information and explanations
given to us, there were no transactions in pursuance of contracts or
arrangements referred to in clause 5(a) above, and exceeding the value
of Rs. 5.00 Lakhs have been made during the year.
6 As the Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA of the Act and rules framed there
under, the provisions of Clause 4(vi) of the Order are not applicable
to the Company for the current year.
7 In our opinion, the company has an internal audit system commensurate
with its size and nature of its business.
8 As 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 activities of the company, the provisions of
Clause 4(viii) of the Order are not applicable to the Company for the
current year..
9 (a) According to records of company and as per the information and
explanation given to us, the company is generally regular in depositing
with the appropriate authorities, the undisputed statutory dues
including provident fund, Investor Education protection Fund, Income
Tax, Sales Tax, Customs duty, Excise duty, Cess and other material
statutory dues applicable to it except Wealth tax, and in respect of
these statutory dues, there are no outstanding statutory dues as on
30.06.2010,which are outstanding for a period of more than six months
from the date they become payable.
(b) According to records of Company and as per information and
explanations given to us, there are no dues of Income tax, Wealth tax,
Service tax, Customs duty, Excise duty, which have not been deposited
on account of any dispute.
10 The Company does not have any accumulated losses at the end of the
current financial year and has not incurred any cash losses in the
current financial year or in the immediately preceding financial year.
11 As the Company did not have any outstanding dues to any financial
institution or bank or debenture holders as at the balance sheet date,
the provisions of Clause 4( xi) of the Order are not applicable to the
Company for the current year.
12 As the company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, the provisions of Clause 4(xii) of the Order are not
applicable to the Company for the current year.
13 In our opinion, as the Company is not a chit fund or a nidhi or
mutual benefit fund or society, the provisions of Clause 4 (xiii) of
the Order are not applicable to the Company for the current year.
14. As the company is not dealing or trading in shares, securities,
debentures and other Investments, the Provisions of clause 4(xiv) of
the order are not applicable to the Company for the current year.
15. As perthe information and explanations given to us, as the Company
has not given any guarantees for loans taken by others from banks or
financial institutions, the provisions of Clause 4(xv) of the Order are
not applicable to the Company for the current year.
16. In our opinion, and according to the Information and explanations
furnished to us, as the company has not availed any term loans, the
provisions of Clause 4(xvi) of the Order are not applicable to the
Company for the current year.
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, the funds raised on a short-term basis have
been used for long-term Investment.
18. As perthe information and explanations given to us, as 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, the provisions of Clause 4(xviii) of the Order are
not applicable to the Company for the current year.
19. As the Company has not issued any secured debentures, the
provisions of Clause 4(xix) of the Order are not applicable to the
Company for the current year.
20. As the Company has not raised any money by public issues during
the year, the provisions of Clause 4(xx) of the Order are not
applicable to the Company for the current 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 as per the representation given by the
Company and relied on by us, we have neither come acrpss any instance
of material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such cases by the management.
For SARATH & ASSOCIATES,
Chartered Accountants,
Firm Regn. No. 005120S,
Sd/-
Hyderabad RSARATH KUMAR
30.11.2010 Partner
Membership No. 21755
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