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