| We have audited the accompanying Financial Statements of
HealthFore Technologies Limited (Formerly known as Religare
Technologies Limited) ("the Company"), which comprises the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the 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 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
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 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 a 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 judgement, 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 controls 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
whether the company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. 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 on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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 31st March, 2015;
b) in the case of the Statement of Profit and Loss, of the Loss 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.
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 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 appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the applicable Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
e) 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 is disqualified as on 31st March, 2015, from
being appointed as a director in terms of sub-section (2) of Section
164 of the Act.
f) In our opinion and to the best of our information and according to
the explanations given to us, we report as under with respect to other
matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014:
(i) The Company has disclosed the impact of pending litigations on its
financial position in its Financial Statements - Refer Note 23A to the
financial statements.
(ii) The company has made provisions as required under the applicable
law or accounting standards, for material foreseeable losses, if any on
long term contracts including derivative contracts; and
(iii) There were no amounts which were required to be transferred to
Investor Education and Protection Fund. So, question of delay in
transferring the amount into above funds does not arise.
The Annexure referred to in paragraph 5 of Our Report of even date to
the members of HealthFore Technologies Limited (Formerly known as
Religare Technologies Limited) on the Financial Statements of the
Company for the year ended 31st March, 2015.
(i) (a) The Company has generally maintained proper records showing
full particulars including quantitative details and situation of the
fixed assets.
(b) All the fixed assets have been physically verified by the
management at reasonable intervals as explained by the management
which, in our opinion, is reasonable having regard to the size of the
company and the nature of its assets.
(ii) The company is primarily engaged in IT sector and accordingly,
does not hold any inventory at the end of year. Thus, clause (ii) of
the order is not applicable.
(iii) The Company has not granted any loans, secured or unsecured, to
bodies corporate covered in the register maintained under Section 189
of the Companies Act, 2013. Accordingly, sub-clauses (a) and (b) of
Clause (iii) of the order are not applicable.
(iv) In our opinion and according to the explanations given to us,
there is an adequate internal control system commensurate with the size
of the company and nature of its business for purchase of Inventory and
Fixed Assets and for the sale of goods and services. We have not
observed any continuing major weakness in the internal control system
during the course of the audit.
(v) As per books of accounts, records and the information and
explanations given to us, the company has not accepted any deposits
within the meaning of sections 73 to 76 or other relevant provisions of
the Act and Rules framed there under.
(vi) As the company is engaged in providing IT services as per records
shown to us, the Company is not required to maintain cost records
specified by the Central Government under sub section (1) of section
148 of the Act.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, the
amounts deducted/ accrued in the books of accounts in respect of
undisputed statutory dues including Provident Fund, Income-tax,
Sales-tax, Wealth tax, Service tax and other material statutory dues
have been regularly deposited during the year by the Company with the
appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of Provident
Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material
statutory dues were in arrears as at 31 March' 2015 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of Wealth tax and Cess which have not been
deposited with the appropriate authorities on account of any dispute.
However, according to information and explanations given to us, the
following dues of Income tax, Sales tax, Service tax and Gratuity have
not been deposited/ paid by the Company on account of disputes. (For
details, refer Note 23A to the Financial Statements).
Name of the Nature of dues Amount of
Statute Demand (Rs.)
Income Tax, Act 1961 Disallowance of Expenses 3,54,51,530
Income Tax, Act 1961 Non deduction of TDS 1,36,741
Service Tax Regular Assessment 5,40,824
Service Tax CENVAT Disallowance 37,56,456
PBVAT Act/VAT VAT demand 10,74,026
Payment of Non payment of full 3,85,000
Gratuity Act, 1972 Gratuity Amount
Name of the Statute Financial Forum Where
Year dispute is pending
Income Tax Act,1961 2007-08 CIT(Appeals),II, Ludhiana
Income Tax Act,1961 2008-09 CIT(Appeals)-XXX
Service Tax 2005-06 & A.O.
2006-07
Service Tax 2011-12 Commissioner
of Service Tax, Delhi
PBVAT Act/VAT 2008-09 Commissioner
of VAT, Kolkata
Payment of 2011-12 Assistant Labour
Grtuity Act,1972 Commissioner (Central),
Chandigarh
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, Company is
not required to transfer any amount to the Investor Education and
Protection Fund.
(viii) The net worth of the company has been eroded due to accumulated
losses. However, the financial statements of the company have been
prepared based on going concern basis as the company has substantial
orders in hand to execute in the next Financial Year and the company is
investing in building the product for the future. The Company has
incurred cash losses in the financial year ended on that date and in
the immediately preceding financial year.
(ix) In our opinion and according to the information and explanation
given by the management and as per the records, the company has not
defaulted in repayment of dues to a financial institution or a bank.
The Company has not issued any debentures.
(x) As per the information & explanation given to us, the company has
not given any guarantee for loans taken by others from bank/financial
institution.
(xi) In our opinion and according to the information and explanation
given to us, term loans have been utilized for the purpose for which
the loans were obtained.
(xii) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practice in India, and according to the information and
explanation given to us, we have neither come across any instances of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such cases by the management.
For & on behalf of
For RRCA & Associates
(Chartered Accountants)
Firm Registration No.: 022107N
Sd/-
Ravi Kumar
(Partner)
Place : Delhi Membership No. : 508424
Date : May 21, 2015
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