To the Members
Tanla Solutions Limited
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Tanla SolutionsLimited ("the Company") which comprises the Balance Sheet as at March 31 2015the Statement of Profit and Loss and Cash Flow statement for the year ended and summary ofsignificant accounting policies and other explanatory information.
Management Responsibility for the Financial Statements
The companys board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance withAccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the companies (Accounts)Rules 2014 This responsibility also includes the maintenance of adequate records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the Accountingand Auditing standards and matters which are required to be included in audit report underthe provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing Specified under sec143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement. An audit involves performing procedures toobtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditors judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Companys preparation of the financial statements that give a trueand fair view in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on whether the company hasin place an adequate internal financial control over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made byCompanys Directors as well as evaluating the overall presentation of the financialstatements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the companyas at 31st March 2015 and its profit and its cash flows for the year ended on the date.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditors Report) Order 2015 (the Order) issuedby the Central Government of India in terms of sub-section(11) of section 143 of the Actwe give in the annexure a statement on the matters specified in the paragraph 3 and 4 ofthe Order to the extent applicable.
2. As required by section 143(3) of the Act we report that:
a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
c. The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this report are in agreement with the books of account;
d. In our opinion the Balance Sheet the Statement of Profit and Loss and the CashFlow Statement comply with the Accounting standards specified under Section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2014.
e. On the basis of written representations received from the directors as on 31st March2015 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March 2015 from being appointed as a director in terms of Section 164(2) of theAct.
f. With respect to the other matters included in the Auditors Report inaccordance with Rule 11 of the companies (Audit and Auditors ) Rules 2014 in our opinionand 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 financialposition.
ii. The Company does not have any long term contracts including derivatives contractsfor which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and protection fund by the company.
| ||For Ramasamy Koteswara Rao & Co. |
| ||Chartered Accountants |
| ||Firm Regn. No.010396S |
| ||Sd/- |
| ||C V Koteswara Rao |
|Place: Hyderabad. ||Partner |
|Date : May 27 2015 ||Membership No.028353 |
Annexure to the Independent Auditors Report
The Annexure referred to in Independent Auditors Report of even date to themembers of the Tanla Solutions Limited (the Company) on the financial statements for theyear ended March 31 2015. We report that:
i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies have been noticed on such verification. In our opinion theperiodicity of physical verification is reasonable having regard to the size of thecompany and nature of its assets.
ii) The Company is a service based company primarily rendering software services.Accordingly it does not hold any physical inventories. Thus paragraph 4 (ii) of theorder is not applicable.
iii) According to the information and explanations given to us the company has notgranted loans (inter corporate deposit) to a subsidiary company covered in the registermaintained under Section 189 of the Companies Act 2013.
iv) In our opinion and according to the information and explanations given to us thereis an adequate internal control system commensurate with the size of the company and thenature of its business for the purchase of fixed assets and for the sale of services andduring the course of our audit we have not observed any continuing failure to correctmajor weaknesses in such internal control system.
v) According to the explanations given to us the company has not accepted any depositsfrom Public.
vi) The Central Government has not prescribed the maintenance of cost record undersection 148(1) of the Companies Act 2013 for any of the services rendered by the company.
vii) a)According to the records of the company and explanations given to us and on thebasis of our examination of the records of the company und is puted statutory duesincluding provident fund Income- tax Value Added Tax and other material statutory duesapplicable to it have been regularly deposited with the appropriate authorities. Furtheras explained to us no undisputed statutory dues were in arrears as at 31st March 2015 fora period of more than 6 months from the date they become payable.
b) According to the information and explanations given to us there are no income taxwealth tax sales tax customs duty and excise duty which have not been deposited onaccount of any dispute except in case of Service Tax Liability for the period 01.06.2007to 31.10.2009 of Rs. 68581618 (out of this Rs. 19368932/- paid) pending before theCESTAT. There were no dues on account of cess under 441A of the Companies Act 1956 sincethe date from which the aforesaid section comes into force has not yet been not filed bythe Central Government.
c) According to the information and explanation given to us the amounts which wererequired to be transferred to the investor education and protection fund in accordancewith the relevant provisions of the companies Act 1956 (1 of 1956) and rules there underhas been transferred to such fund within time.
viii) The Company does not have any accumulated losses at the end of the financial yearand has not incurred cash losses in the financial year and in the immediately precedingfinancial year.
ix) Based on our audit procedures we are of the opinion that the company did not haveany outstanding dues to financial institutions bankers or debentures holders during theyear.
x) According to the information and explanations given to us the company has not givenguarantees for loans taken by others from banks or financial institutions.
xi) According to the information and explanations given to us no term loans wereraised during the year.
xii) Based on the audit procedures performed and information and explanations given tous by the management we report that no fraud on or by the company has been noticed orreported during the course of our audit.
| ||For Ramasamy Koteswara Rao & Co. |
| ||Chartered Accountants |
| ||Firm Regn. No.010396S |
| ||Sd/- |
|Place: Hyderabad. ||C V Koteswara Rao |
|Date : May 27 2015 ||Partner |
| ||Membership No.028353 |