1. We have audited the attached Balance Sheet of THINKSOFT GLOBAL
SERVICES LTD, Type 2, Unit 5, Dr. Vikram Sarabhai Instronics Estate,
Thiruvanmiyur, Chennai - 600041 as at March 31, 2012, the Profit and
Loss Account 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. 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 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. Further to our comments in the Annexure referred to in paragraph 3
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
(ii) In our opinion, proper books of account as required by law have
been kept by the company, including for the branches for which also
books are centrally maintained at the head office, so far as appears
from our examination of the 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
(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 March 31, 2012 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director of the Company in
terms of clause (g) of sub-section (1) of section 274 of the Companies
(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 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, 2012;
(b) In the case of the profit and loss account, of the profit of the
Company 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
Annexure referred to in paragraph ''3'' of the Auditors'' Report to
the members of Thinksoft Global Services Ltd on the accounts for the
year ended March 31, 2012
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
(b) The company has a regular program of verifying fixed assets every
year which, in our opinion, is reasonable having regard to the size of
the company and nature of its assets. All Fixed assets have been
physically verified by the management along with Internal Auditors
during the year. As informed, discrepancies noticed on such
verification were not material and have been properly dealt with in the
books of account.
(c) There was no substantial disposal of fixed assets during the year.
(ii) Having regard to the nature of the company''s business, clause (ii)
of this order is not applicable
(iii) (a) The company has not granted any loan to the parties covered
under Sec 301 register.
(b) In the case of fully owned subsidiaries, expenses reimbursable
accounts do not have any stipulation with regard to payment or other
(c) According to the information and explanations given to us, the
Company has, during the year, 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.
(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 with regard
to the purchase of fixed assets and sale of services. On the basis of
our examination and according to the information and explanations given
to us, there is no continuing failure to correct major weaknesses in
the aforesaid internal control system.
(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 Companies Act, 1956 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, transactions made in pursuance of such contracts or
arrangements exceeding the value of five lakh rupees have been made 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 within
the meaning of section 58A and 58AA of the Act and the rules made there
(vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business
(viii) The Company is not required to maintain cost records prescribed
by the Central Government under clause (d) of sub-section (1) of
section 209 of the Act.
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, the Company has generally
been regular in depositing undisputed statutory dues including
provident fund, income-tax, customs duty, service tax, cess and other
material statutory dues applicable to it with the appropriate
authorities. Statutory dues in respect of sales tax, excise duty and
investor education and protection fund are not applicable to the
(b) According to the information and explanation given to us and the
records of the Company examined by us, no undisputed amounts payable in
respect of Provident Fund, Income Tax, Service Tax, Customs Duty and
cess were in arrears, as at March 31, 2012 for a period of more than
six months from the date they became payable.
(c) Dues relating to sales tax / excise duty / cess / Income tax /
service tax, which have not been deposited on account of disputes with
the related authorities, are stated in the table below:
Name of the
statute Period Amount Forum where the dispute is
(in Rs.Lacs) pending
Customs, Excise and Service
Service tax FY 2004 to
FY 2006 72.18 Tribunal (South Zone bench)
Income tax FY 2006 &
FY 2009 462.38 CIT Appleals
(x) The Company has no accumulated losses at the end of the year and
has not incurred cash losses in the current year and the immediately
preceding financial year.
(xi) Based on our audit procedure and as per the information and
explanations given by the management, we are of the opinion that the
company has not defaulted in repayment of dues to financial
institutions, banks or debenture holders.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, accordingly paragraph 4 (xii) of the Order is not
(xiii) The Company is not a chit fund / nidhi / mutual benefit fund /
society to which the provisions of special statute relating to chit
fund etc., are applicable, accordingly paragraph 4 (xiii) of the Order
is not applicable.
(xiv) As the Company is not dealing or trading in shares, securities,
debentures and other investments, paragraph 4 (xiv) of the Order is not
(xv) According to the information and explanations given to us, the
company has not given any guarantee during the year for loans taken by
others from banks or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, the Company has not taken any term loan 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, during the year, short-term funds have not been used to finance
(xviii) The Company has not made any preferential allotment of shares
to parties covered under Sec 301 register during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has raised money by way of public issue during
financial year 2010 and has disclosed the end use of the money raised
by public issue vide Note No. 30 forming part of the financial
statements and the same has been verified by us.
(xxi) Based upon the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year ended March
For PKF Sridhar & Santhanam
Firm Registration No 003990S
T V Balasubramanian
Membership No.: 27251
Date: April 27, 2012