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Auditor Report of Mediaone Global Entertainment Ltd.

Jun 30, 2012

1) We have audited the attached Balance Sheet of MEDIAONE GLOBAL ENTERTAINMENT LIMITED, as at 30.06.2012, the Profit and loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We 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 of material misstatement. An audit includes examining, on a test basis, evidence 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 a reasonable basis for our opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and as amended from time to time, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4) Further to our comments in the annexure referred to above, we reportthat:

i. We have obtained all information and explanations, which to 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 dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the directors, as on 30.06.2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30.06.2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to best of our information and according to explanation given to us, the said accounts give the information required by the Companies Act, 1956, 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 Balance Sheet, of the state of affairs of the Company as at 31.03.2012; and

(b) in the case of Profit and Loss Account, of the Profit for the year ended on that date.

(c) in the case of cash flow statement, of the cash flow for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date of Mediaone Global Entertainment Limited for the year ending 30.06.2012

i. FIXED ASSETS:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b All the assets have been physically verified by the management during the year which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of fixed assets. Accordingly the provisions of clause 4(i)(c) of the companies (Auditors Report) order 2003 are not applicable to the company.

ii. INVENTORY:

(a The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. (a) The Company has taken loans from 2 Directors who are also shareholders of the company and the outstanding at the yearend is Rs.16,01,000/-

(b) The rate of interest and other terms and conditions subject to which the loan is taken is not prejudicial to the interest of the company.

(c) According to the information and explanations furnished to us, there are not stipulation as to repayment of principal and payment of interest in respect of loans taken from parties listed in the register maintained under Section 301 of the Companies Act 1956 and hence we are unable to comment on the regularity or otherwise of repayment of principal and payment of interest.

(d) As there are no stipulation as to repayment of principal or payment of interest in respect of loans taken from parties listed in the register maintained under Section 301 of the Companies Act, 1956, we are unable to comment on any overdue amount of principal or interest in respect of the said loans.

(e) The Company has not granted any loans to companies, firms and other parties covered in the Register maintained under Section 301 of the companies Act, 1956. Accordingly the provisions of clause 4(iii) of the Companies Auditor''s report order 2003 are not applicable to the company to the extent it relates to advances given.

iv. In our opinion and according to the explanation given to us there is an adequate internal control procedure which is commensurate with the size and the nature of the company in respect of purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v. a. According to the information and explanation given to us, we are of the opinion that the transaction that needs to be entered into the register maintained under section 301 has been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. In our opinion and according to the explanation given to us, the company has not accepted any deposits from the public as provided in Section 58Aand 58AA of the Companies Act, 1956.

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii. Maintenance of Cost Records have not been prescribed for the company.

ix. a. According to the information and explanations furnished to us, during the year, undisputed statutory dues relating to income-tax, and other material statutory dues applicable to it have been deposited with appropriate authorities and there have been delays.

b. According to the information and explanations given to us, undisputed amounts payable in respect of income-tax, were outstanding, as at the year end for a period of more than six months from the date they became payable to the tune of Rs.2.32 crores and TDS of Rs. 2.99 laksh as on signing of this report.

x. In our opinion, the company has no accumulated losses. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to a financial institutions or bank.

xii. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advance on the basis of security by way of shares, debentures and other securities.

xiii. The company is not a Non-Banking Finance Company and hence the provision of Clause 4(xiii) is not applicable to this company. The provisions of the relevant acts to the extent relatable to the accounts of the company have been complied with.

xiv. In our opinion and according to the information and explanation given to us, the company is not dealing or trading in shares, securities, debentures and other investments and so the provision of CI a use 4 (xiv) is not applicable for the company.

xv. In our opinion and according to the information and explanation given to us, the company has not given any guarantee for any loans taken by others from bank or financial institutions.

xvi. In our opinion, the term loans have been applied for the purpose for which the were raised.

xvii. According to the information and explanations furnished to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. In our opinion and according to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 oftheActand consequently the provisions of Clause 4(xviii) is not applicable to this company.

xix. In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the year and consequently the provision of Clause 4(xix) is not applicable to this company.

xx. The company not made any public issue and so the provisions of Clause 4(xx) is not applicable to this company.

xxi. In our opinion and according to the information and explanation given to us and during the course of our audit, we have not noticed any fraud on or by the company.

Place: Chennai For K.N.R. Associates

Date: 29/08/2012 FRN 007236S

Chartered Accountants

CA C.K.N. Ravishankara Prabhu

Partner

M No 204766


Jun 30, 2011

1) We have audited the attached Balance Sheet of M/s. MEDIAONE GLOBAL ENTERTAINMENT LTD (Formerly known as RAJAMATA INVESTMENTS AND FINANCE LIMITED), as at 30th June 2011 , the Profit and Loss Account and the Cash Flow Statement of the Company for the period ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management, 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 of material misstatement. An audit includes examining, on a test basis. evidence 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 out audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order 2003 (as amended) issued by the. Central Government of India in terms of sub-section (4A) of sec.227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4) further to our comments in the Annexure referred to above and subject to Notes on Accounts (Schedule 17, point 1(g), 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 audit.

ii. in our opinion, proper books of account as required by law have been kept by the company as far as appears from our examination of those books, The company does not have any branches. Hence branch audit and branch audit report is not applicable.

iii. The balance Sheet, Profit and Loss Account and Cash flow Statement dealt with by this report are in agreement with the books of accounts.

iv. in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of sec.211 of the Companies Act, 1956,

v. On the basis of written representations, received from the directors, as on 30th June, 2011 and taken on. record by the Board of Directors, we report that none of the directors is disqualified as on 30th June 2011 from being appointed as a director in terms of clause (g) of sub-sec (l) of sec.274 pf the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the companies act, 1956 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 30th June 11and

b) In the case of the Profit and Loss Account, of the Profit of the Company for the Period ended on that date; and

c) In the case of the Cash flow Statement, of the cash flows of the Company for the Period ended on that date

Annexure referred to in Paragraph 3 of our report of even date

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed Assets.

(b) The fixed assets have not been physically verified by the management during the year and there is no program of verification which in our opinion is not reasonable having regard to the size of the company and the nature of its business.

(c) During the year, the company has not disposed off any major part of the fixed Assets.

ii). We have been Informed that the management at reasonable intervals of time has conducted the physical verification of Closing stock and there were no material discrepancies found on such verification.

iii) (a) The Company had not taken loan Coveted u/s 301 of the Act, unsecured from parties covered under section 301 of the Companies Act,l956.

(b) In our opinion the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company

(c). The Payment of Principal & Interest No Issues has been reported.

iv). In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size and the nature of the business for the purchase of plant and machinery equipment and other assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) (a) According to the information and explanations given to us, We are of the opinion that the transactions that need to be entered into the register maintained 'under section 301 of the Companies Act, 1956 have not been entered.

(b) in our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and has been made at prices which are reasonable having regard to prevailing market prices at the relevant time

vi) The Company has hot accepted any deposits as defined under sections 58A and 58AA of the Companies Act, 1956 and the Companies {Acceptance of Deposits) Rules, 1975.

vii) In our opinion, the Company is not having an internal audit system commensurate with its size and nature of its business.

viii) The central Government has not prescribed the maintenance of cost records u/s, 209(1) (d) of the Companies Act, 1956.

ix) (a) There are statutory dues payable for the year ending 30.06.20il as follows

i) Tax Deducted at Source - Rs 43,92,543/-

ii) Dividend Tax - Rs 20,00,742.40/-

(b) According to the information and explanations given to us , undisputed amount payable to respect of Income Tax to the tune of Rs 20,986,347/-, were in arrears, at June 30, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income Tax which have not been deposited on account of the above dispute.

x) The company has no accumulated and cash losses at the end of the financial year,

xi) 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

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The special statutes applicable to chit fund is not applicable to the company since the company is not a chit fund company

xiv) The Company does not deal or trade in shares, securities, debentures and other investments.

xv) The Company has not given any guarantee for loans takers by others from bank or financial Institutions.

xvi) The Term loans so obtained were applied for the purpose for which the loans were obtained.

xvii) According to the information and explanations given to us no funds rose on short term basis and have been used for long term Investments and vice-versa.

xviii) We are informed that the company has not made any preferential allotment of shares to parties and companies covered to the register maintained under section 301 of the Companies Act, 1956

xix) The company has not issued any debentures to create the securities

xx) The Management of the Company had disclosed on the end use of the money raised by public issues & the same have been verified by us.

xxi) No fraud on or by the company has been noticed or reported during the year.

For R.P.Madhu & Co Place: Chennai

Date: 29.08.11 Chartered Accountants

R.P.Madhu

Partner

Firm Regn No: 006372S


Jun 30, 2010

1) We have audited the attached Balance Sheet of M/s. MEDIAONE GLOBAL ENTERTAINMENT LTD (Formerly known as RAJAMATA INVESTMENTS AND FINANCE LIMITED)., as at 30th June 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the period ended on that date, both annexed thereto. These financial statements are the responsibility of the Company s management. 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 of material misstatement. An audit includes examining, on a test basis, evidence 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 a reasonable basis for our opinion.

3) As required by the Companies (Auditor s Report ) Order 2003 (as amended) is sued by the Central Government of India in terms of sub-section (4A) of sec. 227 of the Companies Act, 1956 , we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4) Further to our comments in the annexure referred to above, 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 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. The company does not have any branches. Hence branch audit and branch audit report is not applicable.

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of sec. 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on 30th June, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 30th June 2010 from being appointed as a director in terms of clause (g) of sub-sec. (1) of sec. 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the companies act, 1956 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 30th June '10 and

b) In the case of the Profit and Loss Account, of the Profit of the Company for the Period ended on that date, and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the Period ended on that date.

Annexure To Audit Report

I) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed Assets.

b) The fixed assets have been physically verified by the management during the year and there is a program of verification which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

c) During the year, the company has not disposed off any major part of the Fixed Assets.

ii) The Company does not have any inventory, therefore the question of reporting does not arise.

iii). (a) The Company has not taken loan covered u/s 301 of the Act, unsecured from parties covered under section 301 of the Companies Act, 1956.

(b) In our opinion the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company.

(c) The Payment of Principal & Interest - No Issues have been reported.

iv). In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size and the nature of the business for the purchase of plant and machinery equipment and other assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v). (a) According to the information and explanations given to us, we are of the opinion that the transactions that t o be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and has been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits as defined under sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975

vii) In our opinion, the Company is not having an internal audit system commensurate with its size and nature of its business.

viii) The Central Government has not prescribed the maintenance of cost records u/s. 209(1) (d) of the Companies Act, 1956.

ix) (a) There are no statutory dues payable including Provident Fund, Investor Education Protection Fund, Employee s State Insurance, Income Tax, Sales Tax, Customs Duty, Excise Duty and Cess and other material statutory dues appicable to it.

(b) According to the information and explanations given to us , no undisputed amount payable in respect of Income Tax, Wealth Tax , Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, at June 30, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

x) The company has no accumulated and cash losses at the end of the financial year.

xi) 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

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The special statutes applicable to chit fund is not applicable to the company since the company is not a chit fund company

xiv) The Company does not deal or trade in shares, securities, debentures and other investments.

xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The Term Loans so obtained were applied for the purpose of which the loans were obtained

xvii) According to the information and explanations given to us no funds rose on short term basis and have been used for long term investments and vice - versa.

xviii ) We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301of the Companies Act,1956.

xix) The company has not issued any debentures to create the securities.

xx) The Management of the Company had disclosed on the end use of the money raised by public issues & the same have been verified by us.

xxi) No fraud on or by the company has been noticed or reported during the year.



For R.P.MADHU & CO.,

CHARTERED ACCOUNTANTS

R.P.Madhu

Chennai Partner

31.08.2010 Firm Regn. No: 0063725

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