Qpro Infotech Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2014

We have audited the accompanying financial statements of Qpro Infotech Limited, which comprise the Balance Sheet as at 31st March , 2014 , the Statement of Profit and Loss & Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position & financial performance 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") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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 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 31st March, 2014;

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 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 Act.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintain fixed assets register showing particulars including quantitative details and situation of fixed assets. The legal formalities for transfer of ownership of freehold and leasehold land and land rights are yet to be completed

(b) As informed to us, the Company has carried out physical verification of the fixed assets during the period. No significant discrepancies were noticed on such physical verification.

(c) The company has not disposed off substantial part of the Fixed Assets during the period and the going concern status of the company is not affected.

2. (a) The Company does not have any inventories, Hence maintaining of records or physical verification is not applicable to the extent. Consequently, the provisions of clauses 2(b) and 2(c) of the order are not applicable to the Company.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3(c) and 3 (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, there were no contracts or arrangements referred to in section 301 of the Act, 1956. Hence Clause 5(b) of the said order is not applicable.

6. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under of the Companies Act, 1956 are not applicable.

7. As per information & explanations given by the management, the Company did not have any internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, the company is not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act, 1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess and other material statutory dues applicable to it.

(b) According to records of the Company examined by us there are no dues of Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The particulars of dues of Income Tax as at 31st March, 2014, which have not been deposited on account of any dispute, are as follows:

Nature of the Nature of Amount Period to which Statute Dues (Rs.) Amount relates

The Income Tax Act, Income Tax Dues 23,60,952/- A.Y. 2006-07 1961

The Income Income Tax 6,14,295/- A.Y. 2008-09 Tax Act, 1961 Penalty

Nature of the Forum where Statute dispute is pending

The Income Tax Act, Appellate Tribunal 1961

The Income The Commissioner of Tax Act, 1961 Income Tax (Appeals)

10. In our opinion, the company has accumulated losses as at 31st March 2014 but does not exceed fifty percent of its networth at the end of the financial year the company has incurred any cash losses during the financial year covered by our audit, as well as the immediately preceding financial year.

11. The Company has neither taken any loans from a financial institution or a bank nor issued any debentures.

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

13. In our opinion and according to information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi /mutual benefit fund / societies.

14. According to information and explanations given to us, the Company is not trading in shares. Hence such clause is not applicable.

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

16. The Company has not obtained any term loans.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made any preferential allotment of shares to companies or firms or parties covered in the register maintained under section 301 of the Companies Act, 1956

19. The company did not have outstanding debentures during the year.

20. During the year, the Company has not raised money by public issues.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For S.B.JAJOO & CO. Chartered Accountants Reg No. : 125915W Sd/-

Place: Mumbai Santosh .B. Jajoo Dated: 30.05.2014 Proprietor Mem. No. 118622

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s.QPRO INFOTECH LIMITED as on 31.03.2011 and the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

I As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act 1956, we annex hereto a statement on the matter specified in paragraphs 4 &5 of the said order.

II. Further to our comments in paragraph I above, we report that

(a) We have obtained all information and explanations required which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examinations of the books, and

(c) In our opinion, the Balance Sheet and the Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956.

(d) The company's Balance Sheet and Profit and Loss Account dealt with, by our above report, are in agreement with the books of account.

(e) In our opinion and to the best of our knowledge and information and according to the explanation given to us, the said accounts read with notes and statements thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view.

i. In case of Balance Sheet of the state of the companies affairs as at 31- 03- 2011: and

ii. In case of the Profit and Loss Account for the profit for the year ended on that date.

(f) As per the written representation as on 31.03.2011 received from the directors, we are of the opinion that none of the directors are disqualified from being appointed as director in terms of clause (g) of sub section (1) of section 274 of the Companies Act 1956.

Annexure referred to in paragraph 1 of the report of even date of the auditors to the members of M/s.QPRO INFOTECH LIMITED on the accounts for the year ended 31st March 2011

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

2. The fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanation given to us there were no material discrepancies noticed on such verification.

3. The company has not disposed of any substantial part of the fixed asset during the year, which has the effect of affecting the accounting assumption of going concern.

4. Since this is an e-publishing Company, the physical verification of inventory does not arise.

5. The Company has not taken/ granted any loans, secured or unsecured from/ to Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act 1956 and hence sub clause b,c,d,e,f and g of clause (iii) of the said Order are not applicable.

6. In our opinion, the company has an adequate internal control procedure commensurate with its size of the company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls. However, the process of recovery of certain dues has to be expedited.

7. In our opinion and according to the information and explanations given to us we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the companies act of 1956 has been so entered.

8. In our opinion and according to the information and explanations given to us that the transaction made in pursuance of contracts or arrangements entered in the register maintained under sec 301 of the companies act of 1956 and exceeding the value of 500,000 in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price of the relevant time.

9. In our opinion and according to the information and explanations given to me, the company has not accepted any deposit and loans under the provisions of Section 58Aand 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975.

10. In our opinion the Internal Audit System of the company is adequate, and commensurate to the size of the company and the nature of its business.

11. The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

12. The Company is generally regular in deposing with appropriate authorites undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

13. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and protection Fund, Employee's State Insurance, Income tax, Sales tax, Wealth tax, Custom duty and Excise duty, cess and other statutory dues which are outstanding as on 31st March 2011 for a period of more than six months from the date they became payable.

14. According to the information and explanations given to us the company does not have accumulates losses at the end of the financial year which is not less than fifty percent of its net worth and it has not incurred any cash losses in such financial year and also in the financial year immediately preceding such financial year.

15. According to the examination of the books of accounts of the company there is no such default in repayment of dues to any financial institution or bank or debenture holders. Further as there is no such default the question of period of default does not arise.

16. In our opinion and according to 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, hence no question of adequate documentation required to be maintained.

17. As the company is not a nidhi / mutual benefit fund/societies, the provision of any such special statue to chit fund is not applicable.

18. The company is not trading in shares, securities, debentures and other investments.

19. According to the information and explanations given to us, the company has not given any guarantee for loans taken by other from any banks or financial institution.

20. The company has not applied for any term loan. Hence the point of applying the proceeds of the term loan does not arise.

21. According to the information and explanations given to us the company has not used the funds raised on short term basis for any long term investment and vice- versa.

22. In my opinion the company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under section 301 of the Act, at a price prejudicial to the interest of the company.

23. The company has not issued any debentures hence there is no need for creating any securities.

24. The company has not made any public issue during the financial year.

25. According to the examination of books done by us, no fraud on or by the company has been detected in our audit.

Place : Chennai sd/-

Date : 26/08/2011 K. N. Narayana

Chartered Accountant

M.No. 22965