1. We have audited the attached Balance Sheet of FCS Software
Solutions Ltd., as at 31st March 2012, the Profit and Loss Account for
the year ended on that date annexed thereto and cash flow Statement for
the year ended on that date. These financial statements are the
responsibility of the Company''s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor''s Report) Order 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Companies Act, 1956 we enclose in the annexure
hereto a statement on the matters specified in paragraphs 4 and 5 of
the said order.
4. Further to our comments in the annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanation, which to the
best of our knowledge and belief were necessary for the purpose of our
b) In our opinion, proper books of account as required by law have been
kept by the company so far as appears from our examination of those
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the mandatory
accounting standards referred in sub-section (3C) of section 211 of the
Companies Act, 1956;
e) On the basis of written representation received from the directors,
and taken on record by the Board of Directors, we report that none of
the directors is disqualified as on 31st March 2012, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanation given to us, they said accounts read together with the
Significant Accounting Policies and other notes thereon give the
information required by the companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the
accounting principal generally accepted in India;
i) In so far as it relates to Balance- Sheet, of the state of affairs
of the company as at 31st March, 2012;
ii) In so far as it relates to the Profit and Loss Account, of the Loss
of the company for the year ended on that date; and
iii) In so far as it relates to the Cash Flow Statement, of the cash
flows of the company for the year ended on that date.
ANNEXURE TO THE AUDITOR''S REPORT
The annexure referred to in our report to the members of FCS Software
Solutions Ltd.(''the company'') for the year ended 31 March, 2012. We
1. The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets in respect
of all its location.
2. The fixed assets have been physically verified by the management at
all location at reasonable intervals. No material discrepancies between
book records and the physical inventories have been noticed on such
3. The company is a service company, Primarily rendering software and
other IT enabled services. Accordingly it does not hold any physical
inventories as such. However, the ongoing projects were valued as work
in process, to the extent expenses incurred thereon.
4. (a) The company has not taken any unsecured loan during the period
from Company, Firm and other parties covered in the Register maintained
under section 301 of the Companies Act, 1956.
(b) As informed to us the Company had not granted any other loan,
secured or unsecured to other companies, firm or other parties covered
in the register maintained under section 301 of the Companies Act,
5. In our opinion and according to the information and explanation
given to us, there is an adequate internal control procedure
commensurate with the size of the company and the nature of its
business for purchase of inventory and fixed assets and on the sale of
goods. During the course of our audit, no major weakness has been
noticed in the internal controls. We have not observed any failure on
the part of the company to correct major weakness in internal controls.
6. Based on audit procedure applied by us and according to the
information and explanation provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under section 301 of companies Act, 1956 have been so
7. In our opinion and according to information and explanation given
to us the company has no deposits as prescribed under Section 58A and
58AA of the Companies Act, 1956 and rules framed there under.
8. In our opinion the company has an internal audit system
commensurate with the size and nature of its business.
9. On the basis of information and explanation given to us we are of
the opinion that prima facie cost records and accounts prescribed by
the Central Government under said Section 209(1) (d) of the Companies
Act, 1956 in respect of products of the Company covered under the rules
under said Section are not applicable to the Company.
10. According to information and explanation given to us the company
is depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Employees State Insurance, Income Tax, Sales
Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the
extent applicable to it.
11. Based on our examination of the records and evaluations of the
related internal controls, we are of the opinion that proper records
have been maintained of the transactions and contracts relating to
shares, securities and other investment dealt in by company and timely
entries have been made in the records. We also report that the company
has held the shares, securities and other investment in its own name.
12. The company has not given guarantee for loans taken by others from
banks or financial institutions, the terms and conditions thereof are
not prima facie prejudicial to the interest of the company.
13. The company had not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
14. In our opinion and according to the information and explanations
given to us, the company is not chit fund or nidhi/mutual benefit
15. The company has not made any preferential allotment of shares to
companies, firms or parties covered in the register maintained under
section 301 of the companies act, 1956.
16. The company did not raise any money by public issue during the
17. Based upon the audit procedures performed and information and
explanation given by the management, we report that no fraud on or by
the company has been noticed or reported during the course of our
18. Other clauses of the order are not applicable to the company.
For SPMG & Company
Place : New Delhi Vinod Gupta
Dated : 23/05/2012 Partner
Membership No. 90687