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Auditor Report of Samtel India Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of Samtel India Limited ("the Company") which comprises the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal controls system over financial reporting and the operating effectiveness of such controls. An audit

also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the Company's Directors as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on 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, of the state of affairs of the Company as at 31st March, 2015 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

i) We draw attention to Note 28 of the financial statements stating the reasons for preparation of financial on -going concern basis. Our opinion is not qualified in respect of this matter.

ii) We also draw attention to Note 29 of the financial statement regarding seeking the opinion for necessary actions to be taken under Sick Industrial Companies (Special Provisions) Act, 1985, ouropinion is not qualified in respect of this matter.

iii) We further draw attention to Note 33 of the financial statement stating that pursuant to

schedule II of the Companies Act 2013, depreciation expense for the year is increased by Rs. 8,000

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 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 aforesaid financial statements comply with the 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 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to Us:

i) The Company has disclosed the impact of pending litigation on its

financial position in its financial statements- Refer Note 20 to the financial statements;

ii) As there is not any material foreseeable losses, on long term contracts, therefore the Company has not made any provision, required under the applicable law or accounting standards;

iii) As informed to us there has been no amount required to be transfer to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDIT REPORT TO THE SAMTEL INDIA LIMITED

Referred to in paragraph 1 of report on other legal and regulatory requirement's paragraph of our report on the financial statement of even date,

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

(b) As explained to us and according to the information and explanation provided to us all the fixed assets have been physically verified by the management with a program of yearly verification. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of fixed assets. We have been explained that no material discrepancies were noticed on such verification as compared to book records.

(ii) During the year, the Company has not carried any business of manufacturing or trading in the goods and therefore no inventories were held by the Company at any point of time. Accordingly paragraph 3(ii) (a), (b) and (c) of the Order are not applicable.

(iii) (a) The Company has not given any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) Since there are no such loans, comments on repayment of the principal amount and interest thereon and overdue amount at the year end are not required.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposit from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder with regard to fixed deposits accepted from public.

(vi) Cost records as specified by the Central Government of India under section 148(1) of the Companies Act, 2013 has not been maintained during the year as there is no manufacturing activity.

(vii) (a) according to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally irregular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues as applicable with the appropriate authorities except Provident Fund by Rs. 12,85,000 , Service Tax (including cess) by Rs. 14,66,330, Employee State Insurance Scheme by Rs. 5,39,000, Tax - Deducted at source by Rs. 2,49,260 and interest on statutory dues of Rs. 20,57,380 which are outstanding at the yearend for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax, value added tax and cess, which have not been deposited on account of any dispute, are as follows: -

Name of Nature of Amount Amount paid Period to which the Statute Dues involved under protest amount relates

Sales Tax Sales Tax 290,18,000 181,19,000 1985-86 Laws 1986-87



1988- 89

1989- 90

1990- 91

1991- 92

1992- 93

1993- 94

1995-96

3.12.000 1,05,000 1990-00

2000-01

Central Excise Duty 20,59,000 5,00,000 1989-90 Excise Laws

8.84.000 8,80,000 1997-98

24.04.000 24,01,000 1998-99



Income Tax Income Tax 6,69,030 - 2005-06 Laws

167,49,400 - 2007-08



102,53,240 680 2009-10

Name of Forum where the the Statute dispute is pending

Sales Tax Additional Laws Commissioner, Sales Tax

Appeal has remand back the file to relevant assessing officer











Deputy Commissioner(Appeals), Jaipur

Central Rajasthan High Court, Excise Laws Jaipur

CESTAT, Delhi

Commissioner(Appeals), Jaipur

Income Tax Income Tax Appellate Laws Tribunal

Income Tax Appellate Tribunal

Income Tax Appellate Tribunal

* Amount as per demand order, including interest and penalty wherever quantified in the order.

(c) As informed to us there has been no amount required to be transfer to the Investor Education and Protection Fund by the Company.

(viii) The Company does have accumulated losses as at the close of the financial year amounting Rs. 16.14,20,898 and the accumulated losses have exceeds its net worth as on 31st March 2015..

The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken any loan from bank or financial institutions and has not issued debentures during the year.

(x) As per the information and explanations given to us and on the basis of our examination of the records, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) As per the information and explanations given to us and on the basis of our examination of the records, the Company has not taken any term loans from Bank or financial institution hence this clause is not applicable.

(xii) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

For S. S. KOTHARI MEHTA & CO. Chartered Accountants Firm Registration No. 000756N

(Neeraj Bansal) Place: New Delhi Partner Date: 30-05-2015 Membership No. 095960


Mar 31, 2014

We have audited the accompanying Financial Statements of Samtel India Limited ("the Company") which comprises the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and Notes to the Financial Statements comprising of 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'') 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. This responsibility includes the design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, 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 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 the material misstatement of the financial statements, whether due to error of fraud. 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, but not for the purpose of expressing an opinion on effectiveness of the entity''s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as wed 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 te 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 ill India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2014;

ii) in the case of Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

i) We draw attention to Note 28 of the financial statements stating the reasons for preparation of financials on going concern basis. Our opinion is not qualified in respect of this matter.

ii) We also draw attention to Note 29 of the financial statements regarding seeking the opinion for necessary actions to be taken under Sick Industrial Companies (Special Provisions) Act, 1985,Our opinion is not qualified in respect of this matter.

iii) We also draw the attention to the facts that the Company has not filed Shareholding Pattern Statement under Clause 35 of the listing agreement and Reconciliation of Share Capital Audit Report, for the quarter ended 31st December 2013 as per the requirement of SEBI circular no.

D,&CC/FITTC/CIR-16/2002 dated.31.12.2002. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms 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 sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

Re: Samtel India Limited

Referred to in paragraph 1 of report on other legal and regulatory requirement''s paragraph of our report on the financial statement of even date,

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

(b) As explained to us and according to the information and explanation provided to us all the fixed assets have been physically verified by the management with a program of yearly verification. In our opinion, the frequency of such physical verification is reasonable having regard to the size of the Company and the nature of fixed assets. We have been explained that no material discrepancies were noticed on such verification as compared to books records,

(c) The Company has not disposed-off any of its fixed assets during the year.

ii. During the year, the Company has not carried any business of manufacturing or trading in the goods and therefore no inventories were held by the Company at any point of time.

Accordingly paragraph 4(ii) (a), (b) and (c) of the Order are not applicable.

iii. (a) The Company has not granted any loan, secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Accordingly, clauses 4(iii) (b) to (d) of the order are not applicable.

(b) The Company has taken an unsecured loans from a Company ,covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved and the year-end balance from the said Company is Rs. 100 lacs and Nil respectively, excluding the interest thereon.

(c) In our opinion the rate of interest and other terms & conditions on which this loan has been taken is not prime facie prejudicial to the interest of the Company.

(d) In respect of aforesaid loan, the Company is irregular in repayment of interest.

iv. In our opinion and according to the information and explanations given to us, there are adequate interna! control systems commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to the sale of services. Further, on the basis of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid internal control system. There are no purchase of inventory and sale of goods.

(a) According to the information and explanations given to us, we are of the opinion that all the particulars of contracts or arrangements that need to be entered in 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, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance to section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices

vi. The Company has not accepted any deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of tire Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975

vii. In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business. However it needs to be strengthened further in terms of its periodicity.

viii. Cost records as prescribed by the Central Government under the section 209(l)(d) of the Companies Act, 1956 has not been maintained during the year as there is no manufacturing activity.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is irregular in depositing undisputed statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with tine appropriate authorities except Provident Fund by Rs. 12,85,002, Service Tax(including cess) by Rs. 14,66,332 and Employee State Insurance Scheme by Rs. 5,39,003, and Tax deducted at source Rs. 2,46,261which are outstanding at the year-end 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 the records of the Company examined by us, the following are the particulars of disputed dues on account of sales tax, excise duty and income tax as at 31 March, 2014 that have not been deposited by the Company:

Name of Nature of Amount Amount paid Period to the Statue Dues involved* under protest which (Rs. in (Rs. in amount thousand) thousand) relates

Sales Tax Sales Tax 29018 18119 1985-86, Laws 1986-87, 1988-89, 1989-90, 1990-91, 1991-92, 1992-93, 1993-94, 1994-95 & 1995-96

312 105 1999-00, 2000-01 Central Excise 2059 500 1989-90 Excise Duty Laws 884 880 1997-98

2404 2401 1998-99 555 555 1992-93 Income Tax Income Tax 669.03 - 2005-06 Tax Laws

16749.40 - 2007-08

10253.24 0.68 2009-2010

Name of Nature of Forum where dispute the Statue Dues is pending Sales Tax Sales Tax Additional Laws Commissioner, Sales Tax Appeal has remand back the file to relevant assessing officer. Deputy Commissioner (Appeals), Jaipur

Central Excise Rajasthan High Excise Duty Court, Jaipur Laws CESTAT, Delhi

Commissioner (Appeals), Jaipur

Asst. Commissioner of Income Tax Income Tax Income Tax Commissioner of Tax Laws Income Tax (Appeal)

Commissioner of Income Tax (Appeal)

Commissioner of Income Tax (Appeal)

* Amount as per demand order, including interest and penalty wherever quantified in the order.

x. The accumulated losses of the Company as at 31 March, 2014 are exceeds its net worth as on that date. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

xi. According to the records of the Company examined by us and on the basis of the information and explanation given to us, the Company has not taken any loan from bank or financial institutions and has not issued debentures during the year.

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

xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Hence,-the provisions of clause 4(xiii) of the order are not applicable to the company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the company.

xv. According to the information and explanations given to us, the Company has given security in the form of pledge upto Rs. 59 lacs fully paid up equity shares of Rs. 10 each of Samtel Color Ltd (SCL) held by the Company in favour of a bank, acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring (CDR) Scheme of SCL as approved by CDR Cell of Reserve Bank of India. In our opinion and according to the information and explanations given to us, the terms and conditions of such security, approved by the shareholders, are not, prima facie, prejudicial to the interest of the Company.

xvi. On the basis of records made available and according to information and explanations given to us the Company has not raised any term loan during the year.

xvii. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company the short term funds of Rs. 250.89 lacs have been used for the long term investment.

xviii. According to the information and explanation given to us the Company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956.

xix. According to the information and explanation given to us during the year the Company has not issued any debentures, Therefore the provisions of clause 4(xix) of the order are not applicable to the company.

xx. During the year the Company has not raised any money through public issue, therefore the provisions of clause 4(xx) of the order are not applicable to the company.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view and on the basis of the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit nor have been informed of such case by the management.

For S.S.KOTHARI MEHTA & CO chartered Accountants Form Registration No. 085033

(K.K.Tulshan) Partner Membership No. 085033

Place: New Delhi Date:20/5/2014


Mar 31, 2011

We have audited the attached Balance Sheet of Samtel India Limited as at 31st March 2011 and also the Profit & Loss Account and Cash Flow Statement of the Company 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.

We have conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (Collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books & records of the Company as we considered appropriate and on the basis of 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.

Further to our comments in the Annexure referred to above, 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & 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.

e) On the basis of written representations received from the directors as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribed the manner in which such cess is to be paid, no cess is due and payable by the Company.

g) Without qualifying our opinion, attention is invited to note 2(a)of schedule -11,Part B of the Notes to Accounts wherein the accounts have been prepared on a going concern basis for the reason stated in that note.

h) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and Notes thereon 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 :

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

ii) In the case of Profit & Loss account, of the loss for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURES TO THE AUDITORS' REPORT (Annexure referred to in our report even date)

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

(b) We have been informed that there is a regular programe of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. In accordance therewith, physical verification of a major portion of fixed assets is carried out once in three years. As informed, no material discrepancies between the book records and physical assets have been noticed in respect of assets physically verified.

(c) No substantial fixed assets were disposed off during the year.

2. (a) During the year, the company has not carried any business and no inventories were held by the company at any point of time. Accordingly paragraphs 4(ii) (a), (b) and (c) of the Order are not applicable.

3. (a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Since there are no such loans, comments regarding repayment of the principal amount & interest thereon and overdue amounts are not required.

4. In our opinion, and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with size of the Company and the nature of its business with regard to purchase of equipment and other fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act and aggregating during the year to Rupees five lakhs or more in respect of each party.-

6. The company has not accepted any deposits from the public within the meaning of Section 58A, Section 58AA or any other relevant provision of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975.

7. The company has an internal audit system which seems to be commensurate with the size of the company and nature of its business. However, it needs to be strengthened further in terms of its periodicity.

8. Cost Records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 have not been maintained during the year as there is no manufacturing activity.

9. (a) In our opinion and according to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise duty, Custom duty, Cess and other material statutory dues, wherever applicable, except in some cases where TDS have been late deposited and there are no such dues payable for a period of more than six months from the date they became payable as at 31st March 2011

(b) (i) According to the information and explanations given to us and as per the books and records examined by us, the following are the particulars of disputed dues on account of sales tax, excise duty and income tax as at March 31, 2011 that have not been deposited by the Company: Name of the Nature of Amount Involved* Amount Paid under Statute Dues (Rs. in thousand) protes (Rs. in thousand)

Sales Tax Laws Sales Tax 29018 18119

312 105

Central Excise Excise Duty 2059 500 Laws

884 880

2404 2401

Income Tax Laws Income Tax 555 555

Name of the Period to which Forum where Statue amount relates dispute is pending

Sales Tax Laws 1985-86, Additional

1986-87, Commissioner,

1988-89, Sales Tax

1989-90,

1990-91,

1991-92,

1992-93,

1993-94,

1994-95 and

1995-96

1999-00, Deputy Commissioner

2000-01 (Appeals), Jaipur

Central Excise 1989-90 Rajasthan High Court, Jaipur Laws

1997-98 CESTAT, Delhi

1998-99 Commissioner (Appeals), Jaipur

Income Tax Laws 1992-93 Asst. Commissioner of Income Tax

*Amount as per demand orders including interest and penalty wherever quantified in the Order

According to the information and explanations given to us, there are no dues in respect of custom duty, wealth tax, service tax and cess that have not been deposited on account of any dispute.

10. The accumulated losses of the Company as at 31st March 2011 are more than fifty percent of its net worth as that date. The Company has not incurred cash losses in the current financial year and cash losses in the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of the information and explanations given to us, the Company has not taken any loan from banks or financial institutions and has not issued debentures during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements of the Order are not applicable.

14. According to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments and hence the related reporting requirements of the Order are not applicable.

15. According to the information and explanations given to us, the Company has given security in the form of pledge upto 59 lacs fully paid up equity shares of Rs. 10 each of Samtel Color Ltd (SCL) held by the Company in favour of a bank, acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring(CDR) Scheme of SCL as approved by CDR Cell of RBI. In our opinion and according to the information and explanations given to us, the terms and conditions of such security, approved by the shareholders, are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the Company has not raised any term loans during the year.

17. On the basis of information and explanations given to us and as per books and records examined by us, as on date of balance sheet of the company, the funds raised by the Company on short term basis have not been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures nor has any outstanding debentures during the year.

20. The Company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For S.S.Kothari Mehta & Co. Chartered Accountants Firm Reg.No.:000756N

Sd/- (K. K. TULSHAN) Partner Membership No. 85033

Place : New Delhi Dated : 30th May 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Samtel India Limited as at 31st March 2010 and also the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 (Collectively the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books & records of the Company as we considered appropriate and on the basis of 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.

Further to our comments in the Annexure referred to above, 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & 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.

e) On the basis of written representations received from the directors as on 31 st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified ason 31 st March 2010 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) Without qualifying our opinion, attention is invited to note 4 of the Notes to Accounts wherein the accounts have beer prepared on a going concern basis for the reason stated in that note.

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts reac with the Accounting policies and Notes thereon give the information required by the Companies Act, 1956 in the mannei so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March 2010;

ii) In the case of Profit & Loss account, of the profit for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.



ANNEXURE TO AUDITORS REPORT (Annexure referred to in our report of even date)

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets.

(b) We have been informed that there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. In accordance therewith, physical verification of a major portion of fixed assets is carried out once in three years. As informed, no material discrepancies between the book records and physical assets have been noticed in respect of assets physically verified.

(c) No substantial fixed assets were disposed off during the year.

2. (a) During the year, the company has been into a trading business and transactions were in such a manner that no

inventories were held by the company at any point of time. Accordingly paragraphs 4(ii) (a), (b) and (c) of the Order are not applicable.

3. (a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered

in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(c) Since there are no such loans, comments regarding repayment of the principal amount & interest thereon and overdue amounts are not required.

4. In our opinion, and according to the information and explanations given to us during the course of audit, there are adequate internal control systems commensurate with size of the Company and the nature of its business with regard to purchase of equipment and other fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books & records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion, and according to the information and explanations given to us, there are no transactions made

in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under Section 301 of the Act and aggregating during the year to Rupees five lakhs or more in respect of each party. -

6. The company has not accepted any deposits from the public within the meaning of Section 58A, Section 58AA or any other relevant provision of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules, 1975,

7. The company has an internal audit system which seems to be commensurate with the size of the company and nature of its business. However, it needs to be strengthened further in terms of its periodicity.

8 Cost Records as prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 have not been maintained during the year as there is no manufacturing activity.

9 (a) In our opinion and according to the information and explanations given to us, the company is generally regular

in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise duty, Custom duty, Cess and other material statutory dues, wherever applicable, except in some cases where TDS have been late deposited and there are no such dues payable for a period of more than six months from the date they became payable as at 31 st March 2010

(b) (i) According to the information and explanations given to us and as per the books and records examined by us, the following are the particulars of disputed dues on account of sales tax, excise duty and income tax as at March 31,2010 that have not been deposited by the Company:



Name of Nature Amount Amount

the statute of dues involved* paid under

(Rs. in protest (Rs.

thousand) in thousand)

Sales Tax Sales 29018 18119

Laws Tax

312 105

Central Excise Excise 2059 500 Laws duty

884 880

2404 2401

Income Tax Income 555 555

Laws Tax



Name of the statute Period to which Forum where dispute is

the amount relates pending

Sales Tax Laws 1985-86,1986-87 Additional Commissioner,

1988-89,1989-90, Sales Tax

1990-91,1991-92,

1992-93,1993-94,

1994-95 and 1995-96

1999-00,2000-01 Deputy Commissioner,

(Appeals) Jaipur

Central Excise Laws 1989-90 Rajasthan High Court,

Jaipur

1997-98 CESTAT, Delhi

1998-99 Commissioner (Appeals),

Jaipur

Income Tax Laws 1992-93 Asst. Commissioner &

Income Tax





* Amount as per demand orders including interest and penalty wherever quantified in the order.

According to the information and explanations given to us, there are no dues in respect of custom duty, wealth tax, service tax and cess that have not been deposited on account of any dispute.

10 The accumulated losses of the Company as at 31 st March 2010 are more than fifty percent of its net worth as that date. The Company has not incurred cash losses in the current financial year but has cash losses in the immediately preceding financial year.

11. According to the records of the Company examined by us and on the basis of the information and explanations given to us, the Company has not taken any loan from banks or financial institutions and has not issued debentures during the year.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The Company does not fall within the category of Chit fund / Nidhi / Mutual Benefit fund / Society and hence the related reporting requirements of the Order are not applicable.

14. According to the information and explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments and hence the related reporting requirements of the Order are not applicable.

15. According to the information and explanations given to us, the Company has given security in the form of pledge upto 59 lacs fully paid up equity shares of Rs. 10 each of Samtel Color Ltd (SCL) held by the Company in favour of a bank, acting as trustee for itself and as agent for other lenders of SCL as per the Corporate Debt Restructuring(CDR) Scheme of SCL as approved by COR Cell of RBI. In our opinion and according to the information and explanations given to us, the terms and conditions of such security, approved by the shareholders, are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the Company has not raised any term loans during the year.

17 On the basis of information and explanations given to us and as per books and records examined by us, as on date of balance sheet of the company, the funds raised by the Company on short term basis have not been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures nor has any outstanding debentures during the year.

20. The Company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the management.

For S.S. KOTHARIMEHTA & CO.

Chartered Accountants

Firm Regn No. 000756N

Sd/-

(Arun K. Tulsian)

Place: New Delhi Partner

Date: 29th May, 2010 Membership No. 89907



 
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