| We have audited accompanying financial statements of MELSTAR
INFORMATION TECHNOLOGIES LIMITED ("the Company"), which comprise the
Balance Sheet as at March 31, 2015, the Statement of Profit and Loss,
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information, in
which are incorporated the Returns for the year ended on that date
audited by the branch auditors of the Company's branch at USA.
Management' Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in section 134(5) of the Companies Act, 2013 ("the Act") with respect
to 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 principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, 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.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. 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 the 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 financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, 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 on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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, of the state of affairs of the Company as
at 31 March, 2015, and its loss and its cash flows for the year ended
on that date.
Other Matters
We did not audit the financial statements of one(1) branch included in
the standalone financial statements of the Company whose financial
statements reflect total assets of Rs.58,113 as at 31st March, 2015 and
total revenues of Rs. NIL for the year ended on that date, as
considered in the standalone financial statements. The financial
statements of this branch has been audited by the branch auditors whose
report has been furnished to us, and our opinion in so far as it
relates to the amounts and disclosures included in respect of this
branch, is based solely on the report of such branch auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015,("the
order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure a
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:
a) We have sought and obtained all the information and explanations,
which to the best of 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 the Company so far as it appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from the USA branch not visited by us.
c) The reports on the accounts of the branch office of the Company
audited under Section 143 (8) of the Act by branch auditors have been
sent to us and have been properly dealt with by us in preparing this
report.
d) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account and with the returns received from the branch not visited by
us.
e) In our opinion, the aforesaid Standalone Financial Statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
f) On the basis of the written representations received from the
directors, as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
(g) 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 has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 20 to the
financial statements;
(ii) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
(iii) There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by the Company.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in paragraph 1 under Report on Other Legal and Regulatory
Requirements section of our report of even date on the accounts of
MELSTAR INFORMATION TECHNOLOGIES LIMITED for the year ended March 31,
2015)
(i) (a) The Company has generally maintained proper records showing
full particulars including quantitative details and situation of fixed
assets.
(b) As informed and explained to us, all Fixed Assets have been
physically verified by the management during the year and no material
discrepancies were noticed on such verification.
(ii) The company does not have any inventories during the year.
Consequently, clause 3(ii) of the order is not applicable.
(iii) As informed to us, 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 Act.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in internal
control system of the Company.
(v) During the year, the Company has not accepted any deposits from the
public. As such, the compliance with directives issued by the Reserve
Bank of India and the provisions of section 73 to 76 of the Companies
Act, 2013 and the rules framed there under are not applicable.
(vi) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
sub-section (1) of section 148 of the Companies Act, 2013.
(vii) (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Employees' State Insurance, Income-Tax, Sales-Tax,
Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, value added
tax, cess and any other statutory dues with the appropriate authorities
during the year.
(b) There are no dues of sales tax/ income tax / duty of customs /
wealth tax / service tax/ duty of excise / value added tax/ cess, which
have not been deposited with the appropriate authorities on account of
any dispute.
(c) According to the records of the Company, there are no amounts
required to education and protection fund in accordance with the
relevant provisions of Section 125 of the Companies Act, 2013 and the
rules framed there under are not applicable.
(viii) The Company's accumulated losses at the end of the financial
year are more than fifty per cent of its net worth. The Company has
incurred cash loss in current year as well as in previous year.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution, bank or debenture holders.
(x) According to the information and explanations given to us and the
record examined by us , the Company has not given any guarantee for
loans taken by others from bank or financial institutions, the terms
and conditions whereof are prejudicial to the interest of the company
(xi) Based on information and explanations given to us by the
management, the Company has not taken any term loan hence clause 3 (xi)
of the Order is not applicable to the Company
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the management.
For Jai Prakash Upadhayay & Co.
Chartered Accountants
Firm Registration No: 125073W
Jai Prakash Upadhayay
Place: Mumbai Partner
Date: May 29, 2015 Membership No.: 116778 |