Mar 31, 2014
1. Report on the Financial Statements
We have audited the accompanying financial statements of Digital
Electronics Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2014, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
2. Management''s Responsibility for the Financial statements
Management is responsible for 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013 and in accordance
with the accounting principles generally accepted in India. 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.
3. Auditors'' Responsibility
Our responsibility is to express an opinion on these 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. 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 not sufficient
and not appropriate to provide a basis for our audit opinion.
4. Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view subject to our observation and comments in Para No. 5 of our
report and Notes No: 1, 18, and 19 to the financial statements, is 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, 2014;
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.
4. Emphasis of Matter:
We draw attention to Notes No: 1, 18 and 19 to the financial statements
regarding the Company''s intention to continue to serve the market after
discontinuance of its manufacturing and trading operations from FY
2005-06 onwards by focusing on exploration of new line of business and
developing management training centre. Based on the management
projections for the future, the financial statements have accordingly
been prepared on going concern basis. The company has incurred major
expenses towards foreign travelling of directors and business promotion
as referred to in Note No: 19 to the financial statements; which are
without proper evidences and supporting. However, the management had
represented that these expenses are related to the business of the
company and also have been approved by the Board of Directors of the
company. We are unable to comment on the nature of expenses and
consequential effects, if any on the financial statements, arising from
the above. Our opinion is not qualified in respect of this matter.
6. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003
("theOrder") issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that:
a) we have 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.
bb) Since the Company does not have any branches, the report on the
accounts of the branch offices audited by other auditor under section
228(3)(c) of the Companies Act, 1956 is not applicable;
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 Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 read with the
General Circular 15/2013 dated 13th September, 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013.
and
e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure to Independent Auditors'' Report
Referred to in Paragraph 1 under the heading of "report on other legal
and regulatory requirements" of our report of even date.
1. In respect of fixed assets:
(a) The company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.
(c) In our opinion, the Company has not disposed off a substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
2. In respect of inventories:
As explained to us, during the year no trading activity was carried
out, and hence clause 4(ii) of the order is not applicable.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
(a) According to the information and explanation given to us, the
company has not granted any loans, secured or unsecured to companies,
firm or other parties covered in the register maintained u/s 301 of the
Act.
(e) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken loans from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. Thus
sub clauses (f) & (g) of paragraph 4 of the Order are not applicable to
the company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of fixed assets and payment for expenses.
During the course of our audit, no major instance of continuing failure
to correct any weaknesses in the internal controls has been noticed.
5. In respect of the contracts or arrangements referred to in section
301 of the Companies Act, 1956.
a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.
b) As per information & explanations given to us and in our opinion,
the transaction entered into by the company with parties covered u/s
301 of the Act does not exceeds five lacs rupees in a financial year
therefore requirement of reasonableness of transactions does not
arises.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public covered under
section 58A and 58AA of the Companies Act, 1956. Therefore, the
provisions of clause (vi) of paragraph 4 of the Order are not
applicable to the company.
7. In our opinion and as per information & explanations given by the
management, the Company has an internal audit system commensurate with
its size and the nature of its business.
8. As per information & explanation given by the management,
maintenance of cost records has not been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Act.
9. In respect of statutory dues:
(a) According to the records of the company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess, to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorities. According to the information and explanations
given to us there were no outstanding statutory dues as on 31st of
March, 2014 for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us and as
per the records of the Company, the following dues of sales tax, income
tax, wealth tax, service tax, customs duty, excise duty and cess have
not be deposited on account of some dispute or are partly deposited
under protest
Amount Forum where
Sr Period to Name of Nature of dispute is
No which relates the Statute the dues (Rs.) pending
1 AY 2005-06 Income Tax Income tax 39,85,596 High Court
Act, 1961
2 AY 2007-08 Income Tax Income tax 93,43,650 ITAT
Act, 1961
3 AY 2007-08 Income Tax Income tax 70,93,850 ITAT
Act, 1961 [Penalty
U/s 271 (1C)]
4 AY 2010-11 Income Tax Income tax 35,337 ITO
Act, 1961
10. The Company does not have any accumulated loss. However, it has
incurred cash loss during the financial year covered by our audit and
in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to
the Company.
14. According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. The company has invested surplus funds in marketable
securities and mutual funds. According to the information and
explanations given to us proper records have been maintained of the
transactions funds and contracts and timely entries have been made
therein. The marketable securities and mutual fund have been held by
the company in its own name.
15. According to the information and explanations given to us, the
Company has not given any
16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.
17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2014, we report that no funds raised on short- term basis have
been used for long-term investment by the Company.
18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares during the year.
19. The Company has no outstanding debentures during the period under
audit.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
FOR VASANI & THAKKAR
CHARTERED ACCOUNTANTS
Firm Regi no: 111296W
Sd/-
PLACE : MUMBAI (R. N. VASANI)
DATED: 25-Aug-2014 PARTNER
M No. 12217
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Digital
Electronics Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and 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
Management is responsible for 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on these 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. 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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, 2013;
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, 2003
("theOrder") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have 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 Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure to Auditors'' Report
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. In respect of fixed assets:
(a) The company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, the company has written of generator and we have been
explained that it is not in existence with the company. However it does
not affect the going concern assumption.
2. In respect of inventories:
As explained to us, during the year no trading activity was carried
out, and hence clause 4(ii) of the order is not applicable.
3. In respect of loans, secured or unsecured, granted or taken by the
Company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
1. According to the information and explanation given to us, the
company has not granted any loans, secured or unsecured to companies,
firm or other parties covered in the register maintained u/s 301 of the
Act.
(e) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken loans from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. Thus
sub clauses (f) & (g) are not applicable to the company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of fixed assets and payment for expenses.
During the course of our audit, no major instance of continuing failure
to correct any weaknesses in the internal controls has been noticed.
5. In respect of the contracts or arrangements referred to in section
301 of the Companies Act, 1956.
a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.
b) As per information & explanations given to us and in our opinion,
the transaction entered into by the company with parties covered u/s
301 of the Act does not exceeds five lacs rupees in a financial year
therefore requirement of reasonableness of transactions does not
arises.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public covered under
section 58A and 58AA of the Companies Act, 1956. Therefore, the
provisions of clause (vi) of paragraph 4 of the Order are not
applicable to the company.
7. In our opinion and as per information & explanations given by the
management, the Company has an internal audit system commensurate with
its size and the nature of its business.
8. As per information & explanation given by the management,
maintenance of cost records has not been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Act.
9. In respect of statutory dues:
a) According to the records of the company, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess, to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorities. According to the information and explanations
given to us there were no outstanding statutory dues as on 31st of
March, 2013 for a period of more than six months from the date they
became payable.
b) According to the information and explanations given to us and as per
the records of the Company, the following dues of sales tax, income
tax, wealth tax, service tax, customs duty, excise duty and cess have
not be deposited on account of some dispute or are partly deposited
under protest
Period to Forum where
Amount
Sr Name of
which Nature of the
dues dispute is
No the
Statute
(Rs.)
relates pending
1 AY 2005-06 Income
Tax Income tax 39,85,596 High Court
2 AY 2007-08 Income
Tax Income tax 93,43,650 ITAT
3 AY 2007-08 Income
Tax Income tax
[Penalty 70,93,850 CIT(A)
U/s 271 (1C)]
10. The Company does not have any accumulated loss and has incurred
cash loss during the financial year covered by our audit and in the
immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company.
14. According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. The company has invested surplus funds in marketable
securities and mutual funds. According to the information and
explanations given to us proper records have been maintained of the
transactions funds have and contracts and timely entries have been made
therein. The marketable securities and mutual fund have been held by
the company in its own name.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loan taken by others from a
bank or financial institutions.
16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.
17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2013, we report that no funds raised on short- term basis have
been used for long-term investment by the Company.
18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares during the year.
19. The Company has no outstanding debentures during the period under
audit.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
FOR VASANI & THAKKAR
CHARTERED ACCOUNTANTS
Firm Regi no: 111296W
Sd/-
PLACE : MUMBAI (R. N. VASANI)
DATED: 28-May-2013 PARTNER
M No. 12217
Mar 31, 2012
1. We have audited the attached Balance Sheet of Digital Electronics
Limited ('the Company'), as at March 31, 2012 and also the related
Statement of Profit and Loss and the Cash Flow Statement for the year
ended on that date all of which have been signed under reference to
this Report. These financial statements are the responsibility of the
management of the Company. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We have conducted our audit in accordance with 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 from material misstatements. An audit
includes examining, on a test check basis, evidences 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
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) order, 2004,
issued by the Central Government of India in terms of Sub-Section (4A)
of section 227 of 'The Companies Act, 1956' of India ('the Act') and on
the basis of such checks of the books and records of the Company as we
considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our above comments:
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
audit;
ii. 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;
iii. the Balance Sheet, the statement of Profit and Loss and the Cash
Flow Statement referred to in this Report are in agreement with the
books of account;
iv. in our opinion, the Balance Sheet and the statement of Profit and
Loss dealt with by this Report are in compliance with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956 in so far as they apply to the Company;
v. On the basis of information and explanations given to us and written
representations received from such directors, and taken on record by
the Board of Directors, we report that none of the directors of the
Company is disqualified as on March 31, 2012 from being appointed as
director in terms of section 274(l)(g) of the Companies Act, 1956.
vi. The company has invested in the shares of companies under the same
management amounting to Rs. 1,145.46 lacs (previous year Rs. 381.25
lacs). The management is of the opinion that this investment is fully
realizable in the context of the long term potential of that business.
Accordingly provision has not been made against this investment. Vie
ultimate impact of such non-provision on the profits and reserves is
presently not ascertainable.
vii. in our opinion and to the best of our information and according to
the explanations given to us, and subject to our comments in paragraph
(vi) above, the said accounts read together with the significant
accounting policies and other notes thereon give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view:
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 Statement of Profit and Loss Account, of the loss
of the Company for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors' Report (Referred to in Paragraph (3) thereof)
With reference to the Annexure referred to in paragraph 3 of the report
of the Auditors' to the members of the Digital Electronics Limited
('the Company') On the financial statements for the year ended March
31, 2012, we report that:
1. (a) The Company has maintained records for Fixed Assets showing
full particulars including
quantitative details and situation of its fixed assets.
(b) As explained to us, the fixed assets have been physically verified
by the management and no material discrepancies were noticed on such
verification.
(c) As explained to us, the company has not disposed off a substantial
part of fixed assets during the year.
2. As explained to us, during the year no trading activity was carried
out, and hence clause 4(ii) of the order is not applicable.
3. (a) According to the information and explanation given to us, the
company has not granted
any loans, secured or unsecured to companies, firm or other parties
covered in the register maintained u/s 301 of the Act except for an
Optionally Fully Convertible Debentures (OFCDs) to a company in which
directors are interested for Rs 50 Lacs. We have been informed that the
terms and conditions of such OFCDs are prima facie not preducial to the
interest of the company.
(e) According to information and explanation given to us, the company
has not taken any
loans, secured or unsecured from companies, firm or other parties
covered in the register maintained u/s 301 of the Act, accordingly sub
clause (f) and (g) of clause 4(iii) is not applicable to the company.
4. In our opinion there are adequate internal control procedures
commensurate with the size of the Company and nature of its business
for the purchase of inventories and fixed assets and for sale of goods
and services. During the course of our audit and according to the
information and explanations given to us, we have neither come across
nor have been informed of any instance of major weaknesses in internal
control.
5. (a) In respect of transactions entered in the register maintained
in pursuance of section 301
of the Companies Act, 1956, to the best of our knowledge and belief and
according to the information and explanations given to us, particulars
of contracts or arrangements that needed to be entered into the
register have been so entered.
(b) in respect of the transactions made in pursuance of such contracts
or arrangements exceeding value Rs. Five lacs entered into during the
financial year, because of the unique and specialized nature involved
and in absence of any comparable prices, we are unable to comment
whether the same are made at prevailing market prices. For price
justification reliance is placed on the information and explanation
given by the management.
6. In our opinion and according to information and explanation given
to us, the Company has not accepted any deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A, 58AA or other relevant provisions of the Act
and the rules framed there under are applicable. We have also been
informed that no order has been passed by the Company Law Board or
Reserve Bank of India or any court or any other tribunal in this
regard.
7. The company has an internal Audit System which is commensurate to
the size of its operations.
8. We have been informed that the Central Government has not
prescribed maintenance of cost records under section 209(l)(d) of the
Companies Act, 1956.
9. (a) According to the information and explanations given to us and
on the basis of our
examination of the books of account, the Company has been generally
regular in depositing undisputed statutory dues including Provident
Fund, Income Tax, VAT Tax, Service Tax, Custom Duty, Excise Duty and
Cess during the year with the appropriate authorities. There are no
undisputed dues payable for a period of more than six months from the
date they have become payable.
(b) According to the information and explanations given to us and as
per the records of the Company, the following dues of sales tax, income
tax, wealth tax, service tax, customs duty, excise duty and cess have
not be deposited on account of some dispute or are partly deposited
under protest
Forum where
Sr Period to Name of Nature of Amount
dispute is
No which relates the Statute the dues (Rs.) pending
1 AY 2005-06 Income Tax Income tax 3,985,596 High Court
2 AY 2007-08 Income Tax Income tax 21,075,000 ITAT
3 AY 2007-08 Income Tax Income tax 7,093,850 CIT(A)
4 AY 2010-11 Income Tax Income tax 35,337 ITO
10. The company does not have accumulated losses as at 31st March
2012. However the company
has incurred cash losses during the financial year ended on that date.
11. On the basis of information and explanations given to us and on
the basis of verification of the books of account, the Company has not
defaulted in repayment of dues to financial institutions / banks or
debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The provisions of any special statute as specified under clause
4(xiii) of the order are not applicable to the Company.
14. According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. The company has invested surplus funds in marketable
securities and mutual funds. According to the information and
explanations given to us proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The marketable securities and mutual funds have been held by the
company in its own name.
15. According to the information and explanations given to us, the
Company has given a guarantee against fixed deposit for loan taken by a
third party from a bank amounting to Rs. 3.60 lacs.
16. According to the information and explanations provided to us and
on an overall examination, the company has not taken any term loan.
17. According to the information and explanation given to us and over
all examination of the Balance sheet of the Company, we report that,
funds raised on short term purposes have, prima facie, not been
utilized for long term purposes and vice-versa.
18. According to information and explanation given to us, the Company
has not made any preferential allotment of shares during the year.
19. According to the information and explanation given to us, the
Company has not issued any debentures during the year.
20. The company has not raised any money by public issues during the
year.
21. To the best of our knowledge and according to the information and
explanations given to us, there have been no cases of fraud on or by
the Company noticed or reported during the year.
For MZS & Associates
Chartered Accountants .
Firm Reg.-106400W
Abuali Darukhanawala
Partner (M. No. 108053)
Mumbai:
Mar 31, 2011
1. We have audited the attached Balance Sheet of Digital Electronic
Limited ('the Company'), as at March 31, 2011 and also the related
Profit and Loss Account and Cash Flow Statement for the year ended on
that date all of which have been signed under reference to this Report.
These financial statements are the responsibility of the management of
the Company. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We have conducted our audit in accordance with 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 from material misstatements. An audit
includes examining, on a test check basis, evidences 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
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) order, 2004,
issued by the Central Government of India in terms of Sub-Section (4A)
of section 227 of 'The Companies Act, 1956' of India ('the Act') and on
the basis of such checks of the books and records of the Company as we
considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our above comments :
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
audit;
ii. 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;
iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
referred to in this Report are in agreement with the books of account;
iv. in our opinion, the Balance Sheet and Profit and Loss Account dealt
with by this Report are in compliance with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956 in so far as they apply to the Company;
v. on the basis of information and explanations given to us and written
representations received from such directors, and taken on record by
the Board of Directors, we report that none of the directors of the
Company is disqualified as on March 31, 2011 from being appointed as
director in terms of section 274(1)(g) of the Companies Act, 1956.
vi. As stated in note 11 to the financial statement, even though the
company is listed on Bombay Stock Exchange (BSE) in India, it has not
complied with various listing requirements and accordingly, the trading
of shares of the company on such stock exchange has been suspended. We
are not able to ascertain the impact of such non-compliance.
vii. As stated in note 12 to the financial statement, the company has
invested in the shares of company under the same management amounting
to Rs. 317.99 lacs (previous year Rs. 299.99 lacs). The management is
of the opinion that this investment is fully realizable in the context
of the long term potential of that business. Accordingly provision has
not been made against this investment. The ultimate impact of such
non-provision on profits and reserves is presently not ascertainable.
viii. in our opinion and to the best of our information and according
to the explanations given to us, and subject to our comments in
paragraph (vi) and (vii) above, the said accounts read together with
the significant accounting policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required and give a true and fair view:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
b) in the case of the Profit and Loss Account, of the loss of the
Company for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors' Report (Referred to in Paragraph (3) thereof)
With reference to the Annexure referred to in paragraph 3 of the report
of the Auditors' to the members of the Digital Electronic Limited ('the
Company') on the financial statements for the year ended March 31,
2011, we report that:
1. (a) The Company is still in the process of compiling records to
show full particulars including quantitative details and situation of
its fixed assets.
(b) As explained to us, the fixed assets have been physically verified
by the management and no material discrepancies were noticed on such
verification.
(c) As explained to us, the company has not disposed off a substantial
part of fixed assets during the year.
2. As explained to us, during the year no trading activity was carried
out, and hence clause 4(ii) of the order is not applicable.
3. (a) According to the information and explanation given to us, the
company has not granted any loans, secured or unsecured to companies,
firm or other parties covered in the register maintained u/s 301 of the
Act, accordingly sub clause (b), (c), and (d) of clause 4(iii) is not
applicable to the company.
(e) According to information and explanation given to us, the company
has not taken any loans, secured or unsecured from companies, firm or
other parties covered in the register maintained u/s 301 of the Act,
accordingly sub clause (f) and (g) of clause 4(iii) is not applicable
to the company.
4. In our opinion there are adequate internal control procedures
commensurate with the size of the Company and nature of its business
for the purchase of inventories and fixed assets and for sale of goods
and services. During the course of our audit and according to the
information and explanations given to us, we have neither come across
nor have been informed of any instance of major weaknesses in internal
control.
5. (a) In respect of transactions entered in the register maintained
in pursuance of section 301 of the Companies Act, 1956, to the best of
our knowledge and belief and according to the information and
explanations given to us, particulars of contracts or arrangements that
needed to be entered into the register have been so entered.
(b) in respect of the transactions made in pursuance of such contracts
or arrangements exceeding value Rs. Five lacs entered into during the
financial year, because of the unique and specialized nature involved
and in absence of any comparable prices, we are unable to comment
whether the same are made at prevailing market prices. For price
justification reliance is placed on the information and explanation
given by the management.
6. In our opinion and according to information and explanation given
to us, the Company has not accepted any deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A, 58AA or other relevant provisions of the Act
and the rules framed there under are applicable. We have also been
informed that no order has been passed by the Company Law Board or
Reserve Bank of India or any court or any other tribunal in this
regard.
7. The Company does not have an internal audit system.
8. We have been informed that the Central Government has not
prescribed maintenance of cost records under section 209(1)(d) of the
Companies Act, 1956.
9. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the Company
has been generally regular in depositing undisputed statutory dues
including Provident Fund, Income Tax, VAT Tax, Service Tax, Custom
Duty, Excise Duty and Cess during the year with the appropriate
authorities though there has been a slight delay in a few cases. There
are no undisputed dues payable for a period of more than six months
from the date they become payable except for service tax of Rs.
52,175/- and sales tax of Rs. 110,667/-which remained unpaid as on
31st March, 2011.
(b) According to the information and explanations given to us and as
per the records of the Company, the following dues of sales tax, income
tax, wealth tax, service tax, customs duty, excise duty and cess have
not be deposited on account of some dispute or are partly deposited
under protest
Sr Period to Name of Nature of Amount (Rs.) Forum where
No which
relates the
Statute the dues dispute is
pending
1 AY 2005-06 Income Tax Income tax 5,00,000 ITO
2 AY 2006-07 Income Tax Income tax 4,60,107 ITO
3 AY 2007-08 Income Tax Income tax 93,43,650 ITAT
10. The company does not have accumulated losses as at 31st March
2011. However the company has incurred cash losses during the financial
year ended on that date.
11. On the basis of information and explanations given to us and on
the basis of verification of the books of account, the Company has not
defaulted in repayment of dues to financial institutions / banks or
debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The provisions of any special statute as specified under clause
4(xiii) of the order are not applicable to the Company.
14. According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. The company has invested surplus funds in marketable
securities and mutual funds. According to the information and
explanations given to us proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The marketable securities and mutual funds have been held by the
company in its own name.
15. According to the information and explanations given to us, the
Company has given a guarantee against fixed deposit for loan taken by a
third party from a bank amounting to Rs. 3.60 lacs.
16. According to the information and explanations provided to us and
on an overall examination, the company has not taken any term loan.
17. According to the information and explanation given to us and over
all examination of the Balance sheet of the Company, we report that,
funds raised on short term purposes have, prima facie, not been
utilized for long term purposes and vice-versa.
18. According to information and explanation given to us, the Company
has not made any preferential allotment of shares during the year.
19. According to the information and explanation given to us, the
Company has not issued any debentures during the year.
20. The company has not raised any money by public issues during the
year.
21. To the best of our knowledge and according to the information and
explanations given to us, there have been no cases of fraud on or by
the Company noticed or reported during the year.
For MZS & Associates
Chartered Accountants
ICAI Regn No: 106400W
Sd/-
Abuali Darukhanawala
Partner (M. No. 108053)
Mumbai: 30 May, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Digital Electronic
Limited (the Company), as at March 31, 2010 and also the related
Profit and Loss Account and Cash Flow Statement for the year ended on
that date all of which have been signed under reference to this Report.
These financial statements are the responsibility of the management of
the Company. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We have conducted our audit in accordance with 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 from material misstatements. An audit
includes examining, on a test check basis, evidences 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
reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) order, 2004,
issued by the Central Government of India in terms of Sub-Section (4A)
of section 227 of The Companies Act, 1956 of India (the Act) and on
the basis of such checks of the books and records of the Company as we
considered appropriate and according to the information and
explanations given to us, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our above comments :
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
audit;
ii. 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;
iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
referred to in this Report are in agreement with the books of account;
iv. in our opinion, the Balance Sheet and Profit and Loss Account dealt
with by this Report are in compliance with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956 in so far as they apply to the Company;
v. on the basis of information and explanations given to us and written
representations received from such directors, and taken on record by
the Board of Directors, we report that none of the directors of the
Company is disqualified as on March 31, 2010 from being appointed as
director in terms of section 274(l)(g) of the Companies Act, 1956.
vi. As stated in note 14 to the financial statement, even though the
company is listed on certain stock exchanges in India, the company has
not complied with various listing requirements and accordingly, the
trading of shares of the company on such stock exchange has been
suspended. We are not able to ascertain the impact of such
non-compliance.
vii. As stated in note 15 to the financial statement, the company has
invested in the shares of company under the same management amounting
to Rs. 299.99 lacs (previous year Rs. 299.99 lacs). The management is
of the opinion that this investment is fully realizable in the context
of the long term potential of that business. Accordingly provision has
not been made against this investment. The ultimate impact of such
non-provision on profits and reserves is presently not ascertainable.
viii. in our opinion and to the best of our information and according
to the explanations given to us, and subject to our comments in
paragraph (vi) and (vii) above, the said accounts read together with
the significant accounting policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required and give a true and fair view:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
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 Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure to the Auditors Report (Referred to in Paragraph (3) thereof)
With reference to the Annexure referred to in paragraph 3 of the report
of the Auditors to the members of the Digital Electronic Limited (the
Company) on the financial statements for the year ended March 31,
2010, we report that:
1. (a) The Company is still in the process of compiling records to
show full particulars including quantitative details and situation of
its fixed assets.
(b) As explained to us, the fixed assets have been physically verified
by the management. However in absence of a detailed Fixed Asset
Register, we are unable to comment on the discrepancies on such
verification.
(c) As explained to us, the company has not disposed off a substantial
part of fixed assets during the year.
2. As explained to us, during the year no trading activity was carried
out, and hence clause 4(ii) of the order is not applicable.
3. (a) According to the information and explanation given to us, the
company has not granted any loans, secured or unsecured to companies,
firm or other parties covered in the register maintained u/s 301 of the
Act, accordingly sub clause (b), (c), and (d) of clause 4(iii) is not
applicable to the company.
(e) According to information and explanation given to us, the company
has not taken any loans, secured or unsecured from companies, firm or
other parties covered in the register maintained u/s 301 of the Act,
accordingly sub clause (f) and (g) of clause 4(iii) is not applicable
to the company.
4. In our opinion there are adequate internal control procedures
commensurate with the size of the Company and nature of its business
for the purchase of inventories and fixed assets and for sale of goods
and services. During the course of our audit and according to the
information and explanations given to us, we have neither come across
nor have been informed of any instance of major weaknesses in internal
control.
5. (a) In respect of transactions entered in the register maintained
in pursuance of section 301 of the Companies Act, 1956, to the best of
our knowledge and belief and according to the information and
explanations given to us, particulars of contracts or arrangements that
needed to be entered into the register have been so entered.
(b) in respect of the transactions made in pursuance of such contracts
or arrangements exceeding value Rs. Five lacs entered into during the
financial year, because of the unique and specialized nature involved
and in absence of any comparable prices, we are unable to comment
whether the same are made at prevailing market prices. For price
justification reliance is placed on the information and explanation
given by the management.
6. In our opinion and according to information and explanation given
to us, the Company has not accepted any deposits from the public to
which the directives issued by the Reserve Bank of India and the
provisions of Section 58A, 58AA or other relevant provisions of the Act
and the rules framed thereunder are applicable. We have also been
informed that no order has been passed by the Company Law Board or
Reserve Bank of India or any court or any other tribunal in this
regard.
7. The Company does not have an internal audit system.
8. We have been informed that the Central Government has not
prescribed maintenance of cost records under section 209(1)(d) of the
Companies Act, 1956.
9. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the Company
has been generally regular in depositing undisputed statutory dues
including Provident Fund, Income Tax, VAT Tax, Service Tax, Custom
Duty, Excise Duty and Cess during the year with the appropriate
authorities though there has been a slight delay in a few cases. There
are no undisputed dues payable for a period of more than six months
from the date they become payable except for service tax of Rs.
52,175/- and sales tax of Rs. 110,667/-which remained unpaid as on
31st March, 2010.
(b) According to the information and explanations given to us and as
per the records of the Company, the following dues of sales tax, income
tax, wealth tax, service tax, customs duty, excise duty and cess have
not be deposited on account of some dispute or are partly deposited
under protest
Sr Period to Name of the Nature of the Amount Forum where
No which Statute dues (Rs .) dispute is
relates pending
1 1999-00 ESIC ESIC 2,03,224 High Court of
Mumbai
2 2001-02 Sales Tax Sales tax 22,693 Assistant
Commissioner
of sales tax
3 2002-03 Sales Tax Sales tax 1,43,194 Assistant
Commissioner
4 AY 2004-05 Income Tax Income tax 10,26,787 Income tax
Appellate
Tribunal
5 AY 2005-06 Income Tax Income tax 4,63,750 ITAT
6 AY 2006-07 Income Tax Income tax 4,60,107 CIT Appeals
7 AY 2007-08 Income Tax Income tax 93,43,650 CIT Appeals
10. The company does not have accumulated losses as at 31st March 2010
and has not incurred cash losses during the financial year ended on
that date or in the immediately preceding financial year.
11. On the basis of information and explanations given to us and on
the basis of verification of the books of account, the Company has not
defaulted in repayment of dues to financial institutions / banks or
debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The provisions of any special statute as specified under clause
4(xiii) of the order are not applicable to the Company.
14. According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. The company has invested surplus funds in marketable
securities and mutual funds. According to the information and
explanations given to us proper records have been maintained of the
transactions and contracts and timely entries have been made therein.
The marketable securities and mutual funds have been held by the
company in its own name.
15. According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
bank and financial institutions.
16. According to the information and explanations provided to us and
on an overall examination, the company has not taken any term loan.
17. According to the information and explanation given to us and over
all examination of the Balance sheet of the Company, we report that,
funds raised on short term purposes have, prima facie, not been
utilized for long term purposes and vice-versa.
18. According to information and explanation given to us, the Company
has not made any preferential allotment of shares during the year.
19. According to the information and explanation given to us, the
Company has not issued any debentures during the year.
20. The company has not raised any money by public issues during the
year.
21. To the best of our knowledge and according to the information and
explanations given to us, there have been no cases of fraud on or by
the Company noticed or reported during the year.
For MZS & Associates
Chartered Accountants
Abuali Darukhanawalal
Partner
(M. No. 108053)
Mumbai: Sept 3, 2010
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