M/s B2B Software Technologies Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of M/s B2BSoftware Technologies Limited ("the Company") which comprise theBalance Sheet as at March 31st 2015 and the Statement of Profit and Loss and Cash flowstatement for the year ended 31 March 2015 and a summary of significant accountingpolicies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
Management is responsible for the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the Accounting Standards referred to in section133 of Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.Thisresponsibility includes the design implementation and maintenance of internal controlrelevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants of India. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on the effectiveness of theentity's internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made bymanagement as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.
In our opinion and to the best of our information and according to the explanationsgiven to us the standalone financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:.
(a) in the case of the Balance Sheet of the state of affairs of the Company as atMarch 31 2015; (b) in the case of the Profit and Loss Account of the profit for the yearended on March 31 2015; (c) in the case of Cash Flow Statement of the cash flows for theyear ended March 31 2015.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditors' Report) Order 2015 issued by the CentralGovernment of India in terms of sub-section (11) of Section 143 of the Companies Act2013 we enclose in the Annexure statement on the matters specified in paragraphs 3 and 4of the said order.
2. As required by section 143(3) of the Act we report that:
i. We have obtained all the information and explanations which to the best of ourknowledge 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 thecompany in so far as appears from our examination of such books of the company;
iii. The Balance Sheet Statement of Profit & Loss Account and Cash FlowStatements dealt with by this report are in agreement with the books of accounts of theCompany;
iv. In our opinion the Balance Sheet Statement of Profit & Loss and Cash flowstatement dealt with by this report comply with the Accounting standards referred to insection 133 of Companies Act 2013 read with Rule 7 of Companies (Accounts) Rules 2014;
v. On the basis of written representations received from the directors as on 31stMarch 2015 and taken on record by the Board of Directors none of the directors aredisqualified as on 31st March 2015 from being appointed as a director in terms ofsub-section (2) of Sec. 164 of the Companies Act 2013;
vi. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
Annexure to Auditors' Report
Referred to in paragraph 1 of "Report on Other Legal and RegulatoryRequirements "in our report of even date:
In our opinion and according to the information and explanations given to us:
1. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a fixed programme of Physical verification of its fixed assetswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. Management has physically verified the fixed assets during the year.No material discrepancies were noticed on such verification.
2. The Clause relating to Inventories is not applicable to the company as the Companyhas not carried out any manufacturing activity.
3. The Company has not granted any loans secured or unsecured to Companies firms orother parties covered in the register maintained under section 189 of the Companies Act2013 during the year.
4. In our opinion and according to the information and explanations given to us thereis an adequate internal control system commensurate with the size of the company and thenature of its business for the purchase of fixed assets and for the sale of services.During the course of our audit no major weakness has been noticed in the internal controlsystem.
5. The Company has not accepted any Deposits from the public and consequently thedirectives issued by Reserve Bank of India; the provisions of Section 73 to 76 of theCompanies Act 2013 and the rules framed there under are not applicable.
6. According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under clause (d) of sub-section (1) ofSection 148 of the Companies Act2013 in respect of activity carried out by the company.7. a) According to the information and explanations given to us and on the basis ofexamination of books of accounts the Company has been regular in depositing ProvidentFund Employees State Insurance Dues Service tax VAT Income tax and Sales tax withappropriate authorities. According to the information and explanations given to us noundisputed dues payable in respect of Provident fund Employees State Insurance IncomeTax sales tax VAT customs duty service tax and Cess were outstanding as at 31 March2015 for a period of more than six months from the date they became payable. b) Accordingto the records of the company examined there were no dues in respect of Provident FundEmployees State Insurance Dues Service tax VAT. c)There were no amounts which wererequired to be transferred to the Investor Education and Protection Fund by the Company.
8. The accumulated losses of the company are more than fifty percent of its Net worth.The company has not incurred cash losses during the Current financial year as well as inthe immediately preceding year.
9. The Clause relating to payment of dues to any financial institution/Bank/Debentureholders is not applicable as the company has not borrowed any loans from any financialinstitution/Bank/Debenture holders.
10. According to the information and explanations provided to us the Company has notgiven any guarantee for loans taken by others from banks or financial institutions.
11. The company did not have any term loans outstanding during the year and as suchclause (xiii) of the Order is not applicable.
12. During the year no frauds have been noticed or reported on/by the company.
| ||For Umamaheswara Rao & Co. |
| ||Chartered Accountants |
| ||R R Dakshinamurthy |
|Place: Hyderabad ||Partner |
|Date: 18.05.2015 ||Membership No: 211639 |