We have audited the accompanying standalone financial statements of M/s
B2B Software Technologies Limited (the Company), which comprise the
Balance Sheet as at March 31, 2015, and the Statement of Profit and
Loss and Cash flow statement for the year ended 31st March 2015, and a
summary of significant accounting policies and other explanatory
Management''s Responsibility for the Standalone Financial Statements
Management is responsible for the preparation of these standalone
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in section 133 of
Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules,
2014.This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India. Those Standards require that we comply
with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to the
explanations given to us, the standalone financial statements give the
information required by the Act 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, 2015;
(b) in the case of the Profit and Loss Account, of the profit for the
year ended on March 31, 2015;
(c) in the case of Cash Flow Statement, of the cash flows for the year
ended March 31, 2015.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditors'' Report) Order, 2015 issued
by the Central Government of India in terms
of sub-section (11) of Section 143 of the Companies Act, 2013, we
enclose in the Annexure statement on the
matters specified in paragraphs 3 and 4 of the said order.
2. As required by section 143(3) of the Act, 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, in so far as appears from our examination of
such books of the company;
iii. The Balance Sheet , Statement of Profit & Loss Account and Cash
Flow Statements dealt with by this report are in agreement with the
books of accounts of the Company;
iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash flow statement dealt with by this report comply with the
Accounting standards referred to in section 133 of Companies Act 2013,
read with Rule 7 of Companies (Accounts) Rules, 2014;
v. On the basis of written representations received from the
directors, as on 31st March, 2015, and taken on record by the Board of
Directors, none of the directors, are disqualified as on 31st March,
2015 from being appointed as a director in terms of sub-section (2) of
Sec. 164 of the Companies Act, 2013;
vi. With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company does not have any pending litigations which would impact
its financial position
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure to Auditors'' Report
Referred to in paragraph 1 of Report on Other Legal and Regulatory
Requirements in our report of even date:
In our opinion and according to the information and explanations given
1. (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) The Company has a fixed programme of Physical verification of its
fixed assets which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Management has
physically verified the fixed assets during the year. No material
discrepancies were noticed on such verification.
2. The Clause relating to Inventories is not applicable to the
company, as the Company has not carried out any manufacturing activity.
3. The Company has not granted any loans, secured or unsecured to
Companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013 during the year.
4. 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
5. The Company has not accepted any Deposits from the public and
consequently the directives issued by Reserve Bank of India; the
provisions of Section 73 to 76 of the Companies Act, 2013 and the rules
framed there under are not applicable.
6. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-section (1) of Section 148 of the Companies
Act,2013 in respect of activity carried out by the company.
7. a) According to the information and explanations given to us and on
the basis of examination of books of accounts, the Company has been
regular in depositing Provident Fund, Employees State Insurance Dues,
Service tax, VAT, Income tax and Sales tax with appropriate
authorities. According to the information and explanations given to us,
no undisputed dues payable in respect of Provident fund, Employees
State Insurance, Income Tax, sales tax, VAT customs duty, service tax
and Cess were outstanding as at 31st March 2015 for a period of more
than six months from the date they became payable.
b) According to the records of the company examined, there were no dues
in respect of Provident Fund, Employees State Insurance Dues, Service
c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
8. The accumulated losses of the company are more than fifty percent
of its Net worth. The company has not incurred cash losses during the
Current financial year as well as in the immediately preceding year.
9. The Clause relating to payment of dues to any financial
institution/Bank/Debenture holders is not applicable, as the company
has not borrowed any loans from any financial
10. According to the information and explanations provided to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
11. The company did not have any term loans outstanding during the year
and as such clause (xiii) of the Order is not applicable.
12. During the year no frauds have been noticed or reported on/by the
For Umamaheswara Rao & Co.,
R R Dakshinamurthy
Membership No: 211639