To The Members of QUEST SOFTECH (INDIA) LIMITED
1. Report on the Financial Statements:
We have audited the accompanying financial statements of QUEST SOFTECH (INDIA)LIMITED ("the Company") which comprise the Balance Sheet as at 31st March2017 the Statement of Profit and Loss and Cash Flow Statement for the year then endedand a summary of significant accounting policies and other explanatory information.
2. Management's Responsibility for the Financial Statements and for InternalFinancial Controls over Financial Reporting:
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 preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withaccounting principles generally accepted in India including the Accounting Standardsprescribed under Section 133 of the Companies Act 2013 ("the Act") read withthe Companies (Accounting Standards) Amendment Rules 2016 and Rule 7 of the Companies(Accounts) Rules 2014 and other relevant provisions of the Act to the extent notifiedand applicable. This responsibility also 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; and design implementation and maintenance of adequate internalfinancial controls that were 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.
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the criteria established by the Company considering the sizeof Company and essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India ("the Guidance Note"). 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 Company's policies the safeguarding of its assets theprevention 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.
3. Auditor's Responsibility:
Our responsibility is to express an opinion on these financial statements based on ouraudit and to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We have taken into account the provisions of theAct the accounting and auditing standards and matters which are required to be includedin 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 referred underSection 143(10) of the Act and the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting. Those Standards and Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatemen tand whether adequateinternal financial controls over financial reporting as established and maintained and ifsuch controls operated effectively in all material respects.
An audit involves performing procedures to obtain audit evidence about the amounts thedisclosures in the financial statements and adequacy of the internal financial controlsystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exits and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls 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. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the
Company's internal financial controls system over financial reporting and the financialstatements.
4. Meaning of Internal Financial Controls over Financial Reporting:
A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles.
A Company's internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the Company's assets that could have a material effecton the financial statements.
5. Inherent Limitations of Internal Financial Controls over Financial Reporting:
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
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 31st
March 2017 and its profit and its cash flows for the period ended on that date.
7. Emphasis of Matter:
We draw attention to note 27 in the Notes to Accounts regarding write-back of certainamounts payable since more than 3 years. The Management explanation in this regard hasbeen relied upon by us. Our opinion is not qualified in respect of this matter.
8. Report on Other Legal and Regulatory Requirements:
I. The Companies (Auditor's Report) Order 2016 ("the Order") issued by theCentral Government of India in terms of Section 143(11) of the Act we give in theAnnexure
A a statement on the matters specified in paragraphs 3 of the Order to the extentapplicable.
II. 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 purposes 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 and 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 financial statements comply with the AccountingStandards 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 31stMarch 2016 taken on record by the Board of Directors none of the directors as on 31stMarch 2016 from being appointed as a director in terms of Section 164 (2) of the Act; f.In our opinion considering nature of business size of operation and organisationalstructure of the entity 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 31st March 2017 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.
g. 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:
a. The Company does not have any pending litigations which would impact its financialposition.
b. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
c. There Company is not required to transfer funds to the Investor Education andProtection Fund.
d. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and these disclosures are in accordance with books of accountmaintained by the Company. Refer Note no. 30 to the financial statements.
ANNEXURE A TO THE INDEPENDENT
(Referred to in Paragraph 8 (I) under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date)
(i) a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
b) The fixed assets have been physically verified by the management as per the programof followed by the Company. In our opinion the frequency of of the fixed assets by themanagement is reasonable having regard to the size of the Company and the nature of itsassets. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.
c) The Company does not hold any immoveable properties in its name. Hence clause3(i)(c) of the Order is not applicable to the Company.
(ii) As the Company does not have inventories the clause 3(ii) of the Order is notapplicable 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 Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013 ("the Act"). Accordingly clause 3(iii)(a) to 3(iii)(c) arenot applicable to the Company.
(iv) According to the information and explanations given to us there are no loansinvestments guarantees and security covered by the provisions of Section 185 and 186 ofthe Act.
(v) The Company has not accepted any public deposits within the meaning of Sections 73to 76 of the Act and rules framed there- under. We are informed that no order has beenpassed by the Company Law Board or Reserve Bank of India or any Court or any otherTribunal.
(vi) According to the information and explanations given to us the Company has notundertaken manufacturing activity during the current year. Hence the clause 3(vi) of theOrder regarding maintenance of cost records under Section 148(1) of the Act is notapplicable to the Company for the current year.
(vii) a) In our opinion and according to the information and explanations given to usthe Company has generally been regular in depositing applicable undisputed statutory duesincluding provident fund employees' state insurance income tax sales tax wealth taxservice tax custom duty duty of excise value added tax cess and any otherstatutory dues with the appropriate authorities during the year.
b) According to the records of the Company and representation made available to us bythe Company there are no dues of income tax or sales tax or wealth tax or service tax orduty of customs or duty of excise or value added tax or cess which have not been depositedon account of any dispute.
(viii) In our opinion and according to the information and explanations given to usthe Company has not borrowed any money from financial institutions banks or debentureholders. Accordingly the provision of clause 3(viii) of the Order is not applicable tothe Company.
(ix) The Company has not raised any fund by way of public issue or from term loan.
(x) During the course of our examination of the books of account carried out inaccordance with the generally accepted auditing standards in India and according to theinformation and explanation given to us we have not come across any instance of fraud bythe Company or any fraud on the Company by its officers or employees either noticed orreported during the year on or by the Company.
(xi) As per the Information and explanation given to us no managerial remuneration paidhence the clause
(xi) of the Order regarding managerial remuneration is not applicable.
(xii) The Company is not in the nature of a Nidhi Company as defined under Section 406of the Act.
(xiii) All transactions with the related parties are in compliance with Sections 177and 188 of the Act where applicable and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.
(xv) The Company has not entered into any non-cash transactions with directors orpersons connected with him and hence clause 3(xv) of the Order is not applicable to theCompany.
(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
| ||For Chokshi and Co. LLP |
| ||Chartered Accountants |
| ||FRN - 131228W/W100044 |
| ||Kalpen Chokshi |
| ||Partner |
| ||M.No.135047 |
|Place: Mumbai || |
|Date: 30/05/2017 || |