1. We have audited the attached Balance Sheet of R.S. Software
(India) Limited as at 31st March, 2012 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 Company''s management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We have conducted our audit in accordance with the 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
3. As required by the Companies (Auditor''s Report) Order, 2003 as
amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
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
4. We further draw attention that Debtors, Creditors and some security
deposit are subject to confirmation.
5. Further to our comments in annexure referred to in Para 4 above, we
(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
(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 and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us;
(iii) The Balance Sheet, Profit and Loss Account and Cash Flow
Statement dealt with by this report are in agreement with the books of
(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 written representations received from the
Directors, as on 31st March 2012, 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.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, subject to Para 4
above read together with other notes in Schedule 12, 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 31 st March 2012;
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 the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
Refer Auditor''s Report of R.S. Software (India) Limited, referred to in
paragraph 3 of our report of even date:
i. a) The Company has generally maintained proper records of all
tangible assets showing full particulars including quantitative
details except location thereof.
b) As explained by the Management, all the assets have been physically
verified by the management during the year-end which, in our opinion,
is reasonable having regard to the size of the Company and the nature
of its assets. No material discrepancies were noticed on such
c) During the year, the Company has not disposed off any substantial
part of the fixed assets so as to affect the going concern status of
ii. The Company does not have any inventory and as such clause (ii)
(a),(b) & (c) of Caro are not applicable to the company.
iii. a) On the basis of examination of records and according to the
information and explanation given to us, we report that the Company
has not granted any loan, secured or unsecured to companies, firms
or other parties covered in the register maintained under section
301 of the Companies Act, 1956.
b) In view of (iii) (a) above clause (iii) (b),(c) & (d) are not
applicable to the Company. .
c) The Company has not taken any loan, secured or unsecured from
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956.
d) In view of (iii)(c) above, the clauses (iii)(f) and (iii)(g) of Caro
are not applicable to the company.
iv. In our opinion and according to the information and explanations
given to us, there is adequate internal system commensurate with the
size of the Company and the nature of its business with regard to
purchases of inventory, fixed assets and with regard to the sale of
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in the internal control
v. (a) In our opinion and according to information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Act have been entered in the register required
to be maintained under that section.
(b) In our opinion and according to information and explanations given
to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five lacs in respect of
any party during the year (other than transactions dealt with in (v)
(a) above, have been made at prices which are reasonable having regard
to the prevailing market prices at the relevant time, other than
providing of services of employees of the company at cost to the
subsidiary amounting to Rs3,73,96,1 68/-.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
and as such compliance with the provisions of Sections 58A, 58AA or any
other relevant provision of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 does not arise. According to the
information and explanation given to us no order has been passed by the
Company Law Board or National Company Law Tribunal or Reserve Bank of
India or any Court or any other Tribunal in respect of deposits.
vii. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii. The Central Government has not prescribed for the maintenance of
cost records under Section 209 (1) (d) of the Companies Act, 1956.
ix. a) According to the records of the Company, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, investor education and
protection fund, employees'' state insurance, income-tax, sales tax,
wealth tax, service tax, custom duty, cess and other material statutory
dues applicable to it.
b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax,
service tax, sales tax, customs duty, excise duty, value added tax,
cess and other material statutory dues were outstanding, as at 31 st
March 2012 for a period of more than six months from the date they
c) According to the records of the Company, there are no dues of sales
tax, customs duty / wealth-tax, service tax, excise duty/cess which
have not been deposited on account of any dispute / appeal filed with
x. The Company does not have accumulated losses as at 31st March''2012
and has not incurred any cash losses during the financial year covered
by our audit and in the immediately preceding financial year.
xi. Based on our audit procedures and on the information and
explanations given by the Management, the Company has no dues to the
financial institution and bank and hence this clause is not applicable
to the Company.
xii. Based on our examination of documents and records, we are of the
opinion that the Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
xiii. The Company is not a chit fund company/nidhi/mutual benefit
fund/societies; hence provisions of any special statute are not
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 are not applicable to the Company.
xv. The Company has not given any guarantee for loans taken by others
from banks or financial institutions.
xvi. The Company has not raised any term loan during the year and as
such this clause will not be applicable to the Company.
xvii. During the accounting period covered by our report, we report
that no fund raised on short term basis have been used for long-term
xviii. The Company has made preferential allotment of Shares to
Parties covered in the register maintained u/s 301 of the Act. The
price at which Shares have been issued is not prejudicial to the
interest of the Company.
xix. The Company has not issued any debentures on balance sheet date
and as such this clause is not applicable to the company.
xx. According to the information/explanations given to us, the Company
has not raised any money by Public Issue during the year.
xxi. Based on 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 Chaturvedi & Company
Reg. No. : 302137E
Place : Kolkata Partner
Date: 18th April, 2012 (Memb. No. 52122)