1. We have audited the attached Balance Sheet of Religare Technologies
Limited as on 31st March, 2012, the Statement of Profit and Loss and
also the Cash Flow Statement for the year ended on that date annexed
thereto. 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 the Auditing Standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. 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 of our opinion.
3. As required by the Companies (Auditor''s Report) Order, 2003, issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report
I. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of
II. In our opinion, proper books of accounts as required by law have
been kept by the company, so far as appears from our examination of
III. The Balance Sheet and Statement of Profit and Loss dealt with by
this report are in agreement with the books of account.
IV. In our opinion, the Balance Sheet and Statement of Profit and Loss
dealt with by this report are in accordance with the Accounting
Standards referred to in Section 211(3C) of the Companies Act, 1956.
V. On the basis of written representations from the directors as on
31st March 2012, taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March 2012, from being appointed
as a director under Section 2 74(1)(g) of the Companies Act, 1956.
VI. 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, give a
true and fair view in conformity with the accounting principles
generally accepted in India:
i) In the case of Balance Sheet of the state of affairs as on 31st
ii) In the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended 31st March 2012.
iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Referred to in paragraph 3 of our report of even date on the accounts
for the year ended 31st March, 2012 of M/s RELIGARE
I. The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets in the system itself. All the assets have been physically
verified by the management at reasonable interval as told by the
management which, in our opinion, is reasonable having regard to the
size of the company and the nature of its assets. Some of the fixed
assets have been disposed of during the year but it does not impact
II. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable. The procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business. The company is
maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and the book records were not
material and were dealt with in books of accounts, hence the provision
for the inventory has been accounted for.
III. (a) The Company has not granted any loans, Secured or Unsecured,
to companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, Sub-clauses from (b) to (d)
of Clause III of the order are not applicable to the company.
(b) The company has taken unsecured demand loan (i.e. payable on
demand) from one party covered in the register maintained u/s 301 of
the Companies Act-1956. The detail is given below:
Name of Nature Relationship Balance as Maximum
Lender of Loan with on 31/03/12 amount
the entity during
Nursery Demand Director 68,00,000 12,00,00,000
Limited Loan Holding
(c) In our opinion, the rate of interest and other terms and conditions
of loans taken by the company are prima facie not prejudicial to the
interest of the company.
(d) In our opinion, the loans taken by the company is repayable on
demand hence there is not payment schedule. However as per records,
information and explanation given to us, the party has, whenever, asked
for repayment the company has paid regularly.
IV. In our opinion and according to the explanations given to us,
there is adequate internal control system commensurate with the size of
the company and nature of its business for purchase of fixed assets and
inventory and sale of goods and services.
V. (a) According to information and explanation provided to us, we are
of the opinion that the transactions made in pursuance of contracts and
arrangements need to be entered into the register maintained under
section 301 of the Companies Act, 1956, have been so entered.
(b) In our opinion and according to information and explanation to us,
the transactions made in pursuance of the contract and arrangement
entered in register maintained under section 301 of the Companies Act,
1956 and exceeding the value of Rs.5 Lacs in respect of any party
during the year have been made at the price which are reasonable having
regards to the prevailing the market price at the relevant time.
VI. As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposit from
the public within the meaning of section 58A and 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975. Therefore, this clause of the
order is not applicable.
VII. In our opinion the Company has an internal audit system
commensurate with the size & nature of its business.
VIII. As the company is engaged in trading and service section as
records shows, so the provisions of section 209 (1) (d) of the
Companies Act, 1956 with regard to maintenance of cost records are not
IX. (a) As per records produced to us and information & explanation
given to us, the company, the amounts deducted/accrued in the books of
accounts in respect of undisputed statutory dues including Income Tax,
Service Tax, Value Added Tax, ESI, PF and other material statutory dues
have been regularly deposited during the year except the liabilities
towards Professional Tax and Labour Welfare Fund (Employee as well
Employer Contribution) which is either yet to be deposited or deposited
but the cheques have not been realized till 31st March 2012. The
details are given below:
Nature of Period Amount Remarks
Liability in Rs.
Labour Welfare November 5643 Cheque issued
fund 2011 onwards but not cleared.
Professional Tax October 288602 Payment yet to
2011 onwards be deposited.
(b) According to the information and explanations given to us, the
undisputed liabilities towards Professional Tax amounting to Rs.11,00,118
were in arrears for the period more than six month from the date that
(c) According to the records produced to us and the information &
explanation given to us, there are some demands raised by the authority
of VAT, Income Tax, and Service Tax which have not been deposited on
account of disputes. The detail is summarized below:
Particulars Financial Amount Authority where
Year (Rs. In Lacs) case is pending
Service Tax 2005-06 5.41 Deputy
& 2006-07 Commissioner
Income Tax 2007-08 354.51 Commissioner
Income Tax (CIT)
Income Tax 2008-09 20.06 Commissioner
Income Tax (CIT)
VAT 2008-09 10.74 Commissioner of
Service Tax 2011-12 37.56 Process of filing
X. The net worth of the company has been eroded due to accumulated
losses. However, the financial statement of the company has been
prepared based on going concern on the basis of commitment provided by
the promoter shareholders. The company has incurred cash losses in the
current financial year and immediately preceding financial year.
XI. In our opinion and according to the information and explanation
given by the management, the company has not defaulted in repayment of
dues to as financial institution or a bank or debenture holder, if any.
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 (Auditor''s 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 (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.
XV. As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from banks /financial
XVI. In our opinion and according to the information and explanations
given to us by the management, term loans has been utilised for the
purpose for which it has been taken.
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 if any, raised on short-term basis, have been used for
XVIII. According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
XIX. The Company has not issued any debenture or bond during the year.
Therefore this clause is not applicable to the company.
XX. As the Company has not raised any money by way of public issue or
right issue during the year.
XXI. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For & on behalf of
For RRCA & Associates,
(Firm Registration No. 022107N)
Place : New Delhi (RAVI KUMAR)
Date : May 28, 2012 (Membership No. 508424)