Polaris Software Lab
BSE: 532254 | NSE: POLARIS | ISIN: INE763A01023 | Computers - Software
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| Auditor's Report | Year End : Mar '09 |
1. We have audited the attached Balance Sheet of Polaris Software Lab
Limited (the Company) as at March 31, 2009 and also the Profit and
Loss account and the Cash Flow statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Companys 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 statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 (Auditors Report) Order, 2003 (as
amended) 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 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 above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. 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 books;
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub- section (3C) of section 211 of the
Companies Act, 1956;
v. On the basis of the written representations received from the
directors, as on March 31, 2009 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2009 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
vi. Without qualifying our opinion, we draw attention to note B 15(b)
of schedule 16 of the financial statements regarding management
assessment of the carrying value of its investment in Adrenalin
eSystems Limited, an associate company, as at March 31, 2009. The
Associate Company has been incurring losses on account of initial stage
of operations. The management believes that this is a strategic
investment and the losses are not permanent in nature. Accordingly,
such investments have been carried at cost;
vii In our opinion and to the best of our information and according to
the explanations given to us, the said accounts 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 principles
generally accepted in India:
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2009;
b) in the case of the profit and loss account, of the profit for the
year ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph 3 of our report of even date
Re: Polaris Software Lab Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) Due to the nature of business, the Company has no inventories and
accordingly the provisions of clause 4(ii) of the Companies (Auditors
Report) Order, 2003 (as amended) are not applicable to the Company.
(iii) (a) The Company has granted loans to four subsidiaries covered in
the register maintained under section 301 of the Companies Act, 1956.
The maximum amount involved during the year was Rs. 2,657.42 lacs and
the year-end balance of loans granted to such subsidiaries is Rs.
1,749.34 lacs.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(c) In respect of loans granted, repayment of the principal amount is
as stipulated and payment of interest have been regular.
(d) There is no overdue amount more than rupees one lakh of loan
granted to the company listed in the register maintained under section
301 of the Companies Act, 1956.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956 and
accordingly the provisions of clause 4(iii)(f) and (g) of the Companies
(Auditors Report) Order, 2003 (as amended) are not applicable to the
Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets and for the sale of services. During the
course of our audit, no major weakness has been noticed in the internal
control system in respect of these areas. The activities of the Company
do not involve purchase of inventory and the sale of goods.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements exceeding value of Rupees five lakhs have been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Companies Act, 1956 for
the products of the Company.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, employees state insurance, income-tax, sales-tax, wealth-tax,
service tax, customs duty, cess and other material statutory dues
applicable to it. As explained to us, the Company did not have any dues
on account of Investor Education and Protection Fund. Statutory dues in
respect of excise duty are not applicable to the Company.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees state insurance, income-tax,
wealth-tax, service tax, sales-tax, customs duty, cess and other
undisputed statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable.
(c) According to the records of the Company, there are no dues
outstanding of wealth- tax, service tax, customs duty and cess on
account of any dispute. Dues outstanding of income-tax, sales-tax on
account of any dispute, are as follows:
Name of the Nature of Amount
statute dues (Rs. In lacs)
Income Tax Income 118.21
Act, 1962 Tax
Income Tax Income 507.49
Act, 1962 Tax
Income Tax Income 769.02
Act, 1962 Tax
Income Tax Income 864.44
Act, 1962 Tax
Income Tax Income 97.25
Act, 1962 Tax
Tamil Nadu Sales 520.00
General Tax
Sales Tax
Act 1959
Central Central 12.55
Sales tax Sales
Act 1956 tax
Central Central 29.85
Sales tax Sales
Act 1956 tax
Period to which the Forum where
amount relates dispute is pending
Financial Year 2000-01, High Court
(Assessment Year
2001-02)
Financial Year 2001-02, High Court
(Assessment Year
2002-03)
Financial Year 2002-03, Income tax
(Assessment Year Appellate
2003-04) Tribunal
Financial year 2003-04, Commissioner of
(Assessment Year Income Tax
2004-05) (Appeals)
Financial year 2004-05, Commissioner of
(Assessment Year Income Tax
2005-06) (Appeals)
Financial Year High Court
2004 - 05
Financial year High Court
2006-07
Financial year High Court
2007-08
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) The Company has not defaulted in repayment of dues to a bank. The
Company has no dues in respect of a financial institution and has not
issued any debentures during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) The Company did not have any term loans outstanding during the
year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii)The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Companies Act, 1956.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) During the year the Company has not raised any money by way of
public issue and accordingly the provisions of clause 4 (xx) of the
Companies (Auditors Report) Order 2003 (as amended) are not applicable
to the Company.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S. R. BATUBOI & ASSOCIATES
Chartered Accountants
per S Balasubrahmanyam
Partner
Membership No: 053315
Chennai
April 20, 2009
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