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Tanla Solutions Ltd.

BSE: 532790 Sector: IT
NSE: TANLA ISIN Code: INE483C01032
BSE 00:00 | 22 Jun 30.25 0.25
(0.83%)
OPEN

29.05

HIGH

30.50

LOW

29.05

NSE 00:00 | 22 Jun 30.05 0.55
(1.86%)
OPEN

28.90

HIGH

30.20

LOW

28.90

OPEN 29.05
PREVIOUS CLOSE 30.00
VOLUME 47220
52-Week high 47.20
52-Week low 26.40
P/E 26.08
Mkt Cap.(Rs cr) 340
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.05
CLOSE 30.00
VOLUME 47220
52-Week high 47.20
52-Week low 26.40
P/E 26.08
Mkt Cap.(Rs cr) 340
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tanla Solutions Ltd. (TANLA) - Auditors Report

Company auditors report

To the Members of

TANLA SOLUTIONS LIMITED

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of M/s.TANLA SOLUTIONS LIMITED ("the Company") which comprise the standaloneBalance Sheet as at 31st March 2017 the standalone Statement of Profit and Loss thestandalone Cash Flow Statement the standalone statement of changes in equity for the yearthen ended and standalone summary of significant accounting policies and other explanatoryinformation.

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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance cash flows and changes in equity of the Companyin accordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind As) specified under Section 133 read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards) Rules2015 as amended of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of standalone Ind AS financial statements that givea true and fair view in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on whether the Company hasin place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2017 and its Loss and its Cash Flow for the year ended on thatdate.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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 Standalone Balance Sheet the Standalone Statement of Profit and Loss includingStandalone Other Comprehensive Income Standalone Cash Flow Statement and StandaloneStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account;

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theIndian Accounting Standards specified under section 133 of the Act read with Rule 7 ofthe Companies (Accounts)Rules 2014 and the Companies (Indian Accounting Standards) Rules2015 as amended;

e) On the basis of written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act.

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 A".

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:

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 contractsforwhich 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.

iv. The Company has provided requisite disclosures in its financial statement as toholdings as well as dealing in Specified Bank Notes during the period 8 November 2016 to30 December 2016. Based on the audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of subsection (11) ofsection 143 of the Act we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

"Annexure A" to the Independent Auditor's Report of even date on theStandalone Financial Statement of TANLA SOLUTIONS LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TANLASOLUTIONS LIMITED ("the Company") as of 31st March 2017 in conjunction with ouraudit of the Standalone Ind AS financial statements of the Company for the year ended onthat date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's 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 issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial 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 on the Company's internal financial controls systemover financial reporting.

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 financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

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.

OPINION

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 31st March 2017 based ontheinternal 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.

Annexure-B to the Independent Auditors' Report (referred to in paragraph 1 of ourReport of even date to the Members of "TANLA SOLUTIONS LIMITED" for the yearended March 31 2017)

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

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets

(b) All fixed assets have been physically verified by the management during the year inaccordance with a phased program of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. According to theinformation furnished to us no material discrepancies have been noticed on suchverification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in property plant and equipment are held in thename of the company.

ii. The Company is a service company primarily rendering software services.Accordingly it does not hold any physical inventories. Accordingly the provisions ofclause 3 (ii) of the Order are not applicable to the Company and hence not commented upon.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (C) of theOrder are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

v. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

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. Accordinglythe provisions of clause 3 (vi) of the Order are not applicable to the Company and hencenot commented upon.

vii. (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regularin depositing undisputed statutory dues including Provident Fund

Employees State Insurance Income-Tax Sales tax Service Tax Duty of Customs Duty ofExcise Value added Tax Cess and any other statutory dues with the appropriateauthorities. According to the information and explanations given to us no undisputedamounts payable in respect of the above were in arrears as at 31st March 2017 for aperiod of more than six months from the date on when they become payable.

(b) According to the information and explanation given to us there are no materialdues of income tax sales tax duty of customs duty of excise value added taxoutstanding on which have not been deposited on account of any dispute except in case ofService Tax Liability for the period 01.06.2007 to 31.10.2009 of Rs 68581618(out of this Rs 19368932/- paid) pending before the CESTAT.

viii. The Company does not have any loans or borrowings from any financial institutionbanks government or debenture holders during the year. Accordingly the provisions ofclause 3 (viii) of the Order are not applicable to the Company and hence not commentedupon.

ix. Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not raised moneys by way of initial public offeror further public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

x. Based upon the audit procedures performed and the information and explanations givenby the management we report that no fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the year.

xi. Accordingtotheinformationandexplanationsgiven by the management the managerialremuneration has been paid / provided in accordance with the requisite approvals mandatedby the provisions of section 197 read with Schedule V to the Companies Act 2013.

xii. In our opinion the Company is not a Nidhi Company. Accordingly the provisions ofclause 3

(xii) of the Order are not applicable to the Company and hence not commented upon.

xiii. In our opinion compliance Requirements under Section 177 and 188 of CompaniesAct 2013 are not applicable to the Company and disclosure requirements in the financialstatements as required by the applicable accounting standards are complied.

xiv. According to the information and explanations given to us and on an overallexamination of . the balance sheet the Company has made the preferential allotment andprivate placement of shares during the year under review and complied with applicableprovisions of the companies Act 2013.

xv. Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not entered into . any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

xvi. In our opinion the Company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934. Accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For Ramasamy Koteswara Rao & Co
Chartered Accountants
Firm Registration Number: 010396S
Sd/-
(C.V. Koteswara Rao)
Partner
Membership No.028353
Hyderabad
May 18 2017