To the Members of Lycos Internet Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Lycos InternetLimited ("the Company") which comprises the Balance Sheet as at March31 2016 the Statement of Profit and Loss and Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the act) with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with rule 7 of Companies(Accounts) Rules 2014. This responsibility includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; design implementation and maintenance of adequate internalfinancial controls that are operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe 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 theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Companyspreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Companys Directors as well as evaluating theoverall 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 on the financial statements:
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 of the state of affairs of the Company as at 31stMarch 2016 its profit and its 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 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure A a statement on the matters Specified inparagraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act we further report that:
a) we have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as appears from our examination of those books;
c) the Balance Sheet Statement of Profit and Loss and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;
d) in our opinion the aforesaid standalone financial statements comply with theapplicable Accounting Standards specified under Section 133 of the Act read with Rule 7of the Companies (Accounts) Rules 2014 .
e) On the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164(2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in Annexure B; and
g) With respect to other matters to be included in the Auditors 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 has disclosed the impact of pending litigations on its financialposition in its notes to financial statements. ii. The Company did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses. iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the company during the year ended 31stMarch 2016.
For P. Murali & Co.
Firm Registration Number: 007257S
Membership Number: 024784
Annexure A to the Auditors Report
Annexure referred to in Independent Auditors Report to the Members of Lycos InternetLimited on the standalone financial statements for the year ended 31st March 2016 wereport that:
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) As explained to us fixed assets have been physically verified by the management atregular intervals; as informed to us no material discrepancies were noticed on suchverification. In our opinion the frequency of verification is reasonable.
(c) According to the information and explanations given to us and on the basis of ourexamination of records of the Company the title deeds of immovable properties are held inthe name of the Company.
ii. The Company is a service company primarily rendering software services.
Accordingly it does not hold any physical inventories. Thus this clause is notapplicable to the Company.
iii. The Company has not granted any loans secured or unsecured to companies firmsand Limited Liability partnerships or other parties covered in the register maintainedunder section 189 of the Companies Act 2013. Therefore the provisions of Clause 3(iii)(iii)(a) (iii)(b) and (iii)(c) of the said order are not applicable to the company.
iv. The Company has not granted any loans or made any Invetments or provided anyguarantee or security to the parties covered under section 185 and 186 of the Act.Therefore the provisions of clause 3(iv) of the said order are not applicable to thecompany.
v. The Company has not accepted any deposits from the public covered under
Section 73 to 76 of the Companies Act 2013 and rules framed there under to the extentnotified.
vi. The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.
vii. (a) According to the information and explanations given to us and based on therecords of the company examined by us the company in some cases is not regular indepositing the undisputed statutory dues in respect of TDS as applicable with theappropriate authorities in India ;
(b) There were no undisputed amounts payable in respect of Provident Fund EmployeesState Insurance Service Tax and other material statutory dues in arrears as at 31st March2016 for a period of more than 6 months for the date they became payable.
(c) According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Wealth Tax Sales Tax Customs Dutyand Excise Duty which have not been deposited on account of any disputes except as givenbelow in respect of Income Tax and Service Tax:
|Name of the Statute ||Year pertains to ||Forum where dispute is pending ||Amount involved |
|Income Tax ||AY 2009-10 ||CIT(Appeals) /ITAT ||Rs. 38772490 |
|Income Tax ||AY 2012-13 ||CIT(Appeals) /ITAT ||Rs. 73736850 |
|Income Tax ||AY 2014-15 ||CIT(Appeals) /ITAT ||Rs. 43652738 |
|Service Tax ||FY 2007-08 to FY 2012-13 ||CESTAT Bangalore ||Rs. 187328280 |
viii. In our opinion and according to the information and explanations given to uswith respect to repayment of dues to Banks/financial institutions their status is notstandard and the Company has defaulted in payment to the extent of amounting to Rs. 3.92crores towards Principle and amounting to Rs. 35.93 Lakhs towards interest.
ix. The Company has not raised any moneys by way of initial public officer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofthis clause are not applicable to the Company.
x. According to the information and explanations given to us no material fraud by thecompany or on the company by its officers or employees has been noticed or reported duringthe course of our Audit.
xi. The Company has not paid/provided for managerial remuneration during the financialyear. Hence this clause is not applicable.
xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the Provisions of clause 3(xii) of the order are not applicable to the company.
xiii. The Company has entered into transactions with related parties in compliance withthe provisions of section 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under Accountingstandard (AS) 18 related party disclosures specified under section 133 of the Act readwith rule 7 of the Companies (Accounts) Rules 2014.
xiv. The Company has not made any preferential allotment of private placement of sharesor fully or partly convertible debentures during the year under review.
Accordingly the provisions of clause 3(xiv) of the Order are not applicable to theCompany.
xv. The Company has not entered into non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of clause 3(xv) of the Order arenot applicable to the Company.
xvi. The Company is not required to be registered under section 45-IA of The ReserveBank of India Act 1934.
Accordingly the provisions of clause 3(xvi) of the order are not applicable to theCompany.
For P. Murali & Co.
Firm Registration Number: 007257S
Membership Number: 024784
Annexure B to the Independent Auditors Report
Report on the Internal Financial Controls under clause (i) of the Sub-section 3 of theSection 143 of the Companies Act 2013 (The Act)
We have audited the internal financial controls over financial reporting of LycosInternet Limited (the company) as of 31st march 2016 in conjunction with ouraudit of standalone financial statements of the company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to companys policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
Our responsibility is to express an opinion on the companys internal financialcontrols over financial reporting based on our Audit. We conducted our audit in accordancewith the Guidance note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the standards on Auditing deed to be prescribed undersection 143(10) of the Act to the extent applicable to an Audit of Internal FinancialControls both applicable to an audit of Internal Financial
Controls and both issued by the ICAI. These standards and guidance note require that wecomply with ethical requirements and plan and performed the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our Audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the Auditors Judgment including the assessment of therisk of martial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion and the companys internal financial controlsystem over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Companys internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A Companys internal financial control overfinancial reporting includes these policies and procedures that (1) pertain to themaintenance of records that in reasonable detailed accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted principles and that receipts andexpenditures of the Company are being made only in accordance with authorization ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompanys assets that could have a material effect on the financial statements.
Inherent Limitation of Internal Financial Controls over Financial Reporting
Because of the inherent limitation of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud my occur and not be deducted. AlsoProjections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become in adequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.
In our opinion the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31st 2016 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute Of CharteredAccountants of India.
For P. Murali & Co.
Firm Registration Number: 007257S
Membership Number: 024784