To the Members of R Systems International Limited Report on the Financial statements
We have audited the accompanying Standalone financial statements of R Systems International Limited("the Company") which comprises the Balance Sheet as at December 31 2015 theStatement of Profit and Loss and Cash Flow Statement for the year then ended and asummary 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone financial statements thatgive a true and fair view of the financial position financial performance and cash flowsof the Company in accordancewith accounting principles generally accepted in Indiaincluding the Accounting Standards specified under section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these Standalone financial statements based on our audit. We have taken intoaccount the provisions of the Act the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and theRules made thereunder. We conducted our audit inaccordance with the Standards on Auditingissued by the Institute of Chartered Accountants of India as specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements 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 financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing an opinionon whether the Company has in place an adequate internal financial controls system overfinancial reporting and the effectiveness of such controls. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the Standalone financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at December 31 2015 its profit and itscash 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 2015 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 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 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 it appears from our examination of those books;
(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;
(d) In our opinion the aforesaid Standalone financial statements comply with the Accounting Standardsspecified 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 December31 2015 and taken on record by the Board of Directors none of the directors isdisqualified as on December 31 2015 from being appointed as a director in terms ofsection 164 (2) of the Act;
(f) 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 has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
For s.R. Batliboi & Associates LLp
ICAI Firm Registration Number: 101049W
per Yogender seth
Membership Number: 94524
Place of Signature: NOIDA
Date: February 06 2015
ANNEXURE TO THE AUDITOR'S REPORT
Annexure 1 to the Auditor's Report referred to in paragraph  "Report on otherLegal and Regulatory Requirements" in our report of even date
Re: R Systems International Limited ('the Company')
(i) (a) The Company has maintained proper records showing full Particulars includingquantitative details and situation of fixed assets.
(b) All fixed assets were physically verified by the management in the previous year inaccordance with a planned programme of verifying them once in two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification.
(ii) The Company's business does not involve inventories and accordingly therequirements under paragraph 3(ii) of the Order are not applicable to the Company.
(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Companies Act 2013. Accordingly theprovisions of clause 3(iii)(a) and (b) of the Order are not applicable to the Company andhence not commented upon.
(iv) In our opinion and according to the information and explanations given to usthere is an adequate internal control system commensurate with the size of the Company andthe nature of its business for the purchase of fixed assets and for rendering ofservices. The activities of the Company do not involve purchase of inventory and the saleof goods. During the course of our audit we have not observed any major weakness orcontinuing failure to correct any major weakness in the internal control system of thecompany in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Companies Act 2013for the products/ services of the Company.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund employees' state insurance income-taxsales-tax wealth-tax service tax customs duty excise duty value added tax cess andother material statutory dues applicable to it.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax wealth-taxservice tax sales-tax customs duty excise duty value added tax cess and othermaterial statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.
(c) According to the records of the Company the dues outstanding of income-taxsales-tax wealth-tax service tax customs duty excise duty value added tax and cess onaccount of any dispute are as follows:
|Name of statute ||Nature of dues ||Amount (in INR) ||Period to which amount relates ||Forum where the dispute is pending |
|Income Tax Act 1961 ||Income Tax Demand ||Nil* ||A/Y 2008-09 ||Income Tax Appellate Tribunal |
|Income Tax Act 1961 ||Income Tax Demand ||1725570 ||A/Y 2009-10 ||Income Tax Appellate Tribunal |
|Income Tax Act 1961 ||Income Tax Demand ||163950 ||A/Y 2010-11 ||Income Tax Appellate Tribunal |
* Net of Rs. 1000000 deposited and Rs. 8399040 adjusted by department againstrefund for A/Y 2011-12 under protest.
(d) According to the information and explanations given to us the amount required tobe transferred to investor education and protection fund in accordance with the relevantprovisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has beentransferred to such fund within time.
(viii) The Company has no accumulated losses at the end of the financial year and ithas not incurred cash losses in the current and immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and explanations given bythe management we are of the opinion that the Company has not defaulted in repayment ofdues to a financial institution bank or debenture holders.
(x) According to the information and explanations given to us the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.
(xi) Based on the information and explanations given to us by the management termloans were applied for the purpose for which the loans were obtained.
(xii) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management we report that no fraud on or by the Company has been noticed orreported during the year.
For S.R. Batliboi & Associates LLP
ICAI Firm Registration Number: 101049W
per Yogender Seth
Membership Number: 94524
Place of Signature: NOIDA
Date: February 06 2016