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Auditor Report of Spectacle Ventures Ltd.

Mar 31, 2015

I have audited the accompanying Financial Statements of Spectacle Ventures Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,Implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I have conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India and as per the section 143(10) of the Act. Those Standards require that I comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Standalone Financial Statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements give the information required by the Act in the manner so required and give a true and fair view and are in conformity with the accounting principles generally accepted in India subject to :

Sundry debtors and Advances shown by the company include debtors which are not realised for more than three years, but the management is of the view that they are realizable over a period of time. However, in our opinion, the provision for doubtful debts should have been created to the extent of Rs. 116.41 Crores. The effect of this is understatement of the loss by the same amount.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015.

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors report) Order 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, I give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the said Order to the extent applicable.

2. As required by Section 143(3) of the Act, I report that:

a) I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit ;

b) In my opinion , proper books of account as required by law have been kept by the Company, so far as it appears from my 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 my opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of 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 litigations on its financial position in its financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, subject to qualification mentioned above.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31st March' 2015, I report that :

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

(b) As explained to me, these fixed assets have been physically verified by the management on a sample basis during the year. In my opinion the frequency of verification is reasonable.

(ii) (a) As explained to me, The Company does not have any inventories and clause a, b, and c of para ii are not applicable.

(iii) (a) According to the information and explanation given to me, the Company has not granted any loans, secured or unsecured to company, firms and other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph (iii) (a), (b) (c) are not applicable.

(iv) There is no purchase of inventory or Fixed Assets and no sales of services and goods during the year, hence para iv is not applicable.

(v) According to the information and explanations given to me, the Company has not accepted any deposits from the public.

(vi) According to information/ explanation given to me, Central government has not prescribed maintenance of cost records under sec. 148(1) of the Act.

(vii) (a) According to the information & explanation given to me and the records of the company examined by me, the following dues of Income Tax, TDS, Professional Tax have not been deposited by the Company.

Name of Statute Nature of Dues Amount (Rs. In Lacs)

Income Tax Act, 1961 Income Tax 30,15,747/-

Income Tax Act, 1961 Income Tax 30,02,007/-

AP Profession Tax Act, Profession Tax 45,125/- 1967

Service Tax Service Tax 5,94,423/-

Income Tax Act, 1961 T.D.S. 8,14,944/-

Income Tax Act, 1961 T.D.S. 6,90,522/-

Income Tax Act, 1961 T.D.S 1,18,220/-

Name of Statute Period to which the amount relates

Income Tax Act, 1961 A. Y. 2011-12

Income Tax Act, 1961 A. Y. 2012-13

AP Profession Tax Act, A. Y. 2012-13 1967

Service Tax A. Y. 2012-13

Income Tax Act, 1961 A. Y. 2011-12

Income Tax Act, 1961 A. Y. 2012-13

Income Tax Act, 1961 A. Y. 2013-14

(b) According to the information & explanation given to me there are no disputed amount of statutory dues towards Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess that have not been paid to concerned authorities.

(c) According to the information & explanations given to me, the company has transferred the amount, required to be transferred to the investor education & protection fund in accordance with the relevant provision of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) According to information & explanation given to me, the Company does not have any accumulated losses at the end of the financial year and has incurred any cash losses in the financial year and immediately preceding financial year.

(ix) The company did not have any outstanding dues to financial institutions, banks or debentures holders during the year.

(x) According to information & explanation given to me, the Company has not given any guarantees for loan taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) During the course of my examination of the books of the accounts and records of the company and according to the information & explanation given to me, no material fraud on or by the Company, has been noticed or reported during the year.

Place : Mumbai JATIN SHAH CHARTERED ACCOUNTANT Date: 29th May, 2015 MEMBERSHIP NO. 103858


Mar 31, 2014

I have audited the accompanying Financial Statements of Spectacle Ventures Limited ("the Company") (Erstwhile Spectacle Infotek Ltd.) which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies [Auditors report] Order 2003 ("the Order") issued by the Central Government of India in terms of section 227(4A) of the Act, I give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order

2. As required by Section 227(3) of the Act, I report that :

a] I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit ;

b] In my opinion , proper books of account as required by law have been kept by the Company, so far as it appears from my 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 my opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Act.

e] On the basis of written representations received from the directors as on 31st March, 2014 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 Act.

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of " Report on Other Legal and Regulatory requirements" of my report of even date

(1) In respect of Fixed Assets

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

(b) As explained to me, these fixed assets have been physically verified by the management in a phased periodical manner. In my opinion the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(c) The Company has not disposed off fixed assets during the year so as to affect it''s going concern status.

(2) In respect of it''s Inventories;

(a) As explained to me, inventories have been physically verified by management at reasonable intervals during the year. In my opinion, the frequency of such verification is reasonable.

(b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and discrepancies noticed on physical verification as compared to the book records have been properly dealt with in the books of accounts.

(3) In respect of the Loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

(a) The Company has not granted Loan to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from Two parties covered In the register maintained under section 301 of the Act. The Maximum amount outstanding at any time during the year was Rs. 1,595,239/- and the balance outstanding as on 31st March, 2014 was Rs. 1,595,239/-.

(c) The rate of interest and other terms and conditions of the loan are not prima facie prejudicial to the interest of the Company.

d) The Company has been regular in repaying principal amount and the Company is also regular in payment of interest wherever stipulated.

(e) There is no overdue amount of loans taken or granted to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(4) There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of the inventory and fixed assets and for the sale of goods & services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in the internal control system.

(5) In respect of contracts or arrangements referred to in section 301 of the Companies act, 1956;

(a) According to the information and explanation provided by the management, I am of the opinion that all the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) According to the information and explanation provided by the management, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) As informed by the management during the year, the Company has not accepted any deposit from the public within the purview of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(7) The Company does not have any formal internal audit system.

(8) The Central Government has not prescribed maintenance of cost records under clause

(c) of Sub-section (1) of section 209 of the Companies Act 1956, for any products of the Company.

(9) In respect of Statutory dues;

(a) According to the information & explanation given to me and the records of the company examined by me, the following dues of Income Tax, TDS, Professional Tax have not been deposited by the Company.

Name of Statute Nature of Amount Period to which Dues (Rs. In Lacs) amount relates

Income Tax Act, 1961 Income Tax 30,15,747/- A. Y. 2011-12

Income Tax Act, 1961 Income Tax 30,02,007/- A. Y. 2012-13

AP Profession Tax Act, Profession 45,125/- A. Y. 2012-13 1967 Tax

Service Tax Service Tax 5,94,423/- A. Y. 2012-13

Income Tax Act, 1961 T.D.S. 8,14,944/- A. Y. 2011-12

Income Tax Act, 1961 T.D.S. 6,90,522/- A. Y. 2012-13

Income Tax Act, 1961 T.D.S. 1,18,220/- A. Y. 2013-14

(b) According to information/explanation given to me, there are no amount of statutory dues that have not been deposited on account of disputed matters.

(10) The company does not have any accumulated losses as at 31st March 2014 however the company has incurred cash losses during the financial year ended on that date and has incurred cash losses in the immediately preceding year.

(11) According to the records of the company examined by me and information & explanation given to me and based on the audit procedure applied by me, the company has not defaulted in repayment of its dues to any financial institution or bank or debenture holder, as at the Balance Sheet date.

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

(13) The provisions of any special statute applicable to chit find / nidhi / mutual benefit / societies are not applicable to the company.

(14) Based on my examination of the records and evaluation of the related internal controls, I am of the opinion that proper records have been maintained of the transactions and contracts relating to the shares , security, debentures and other investments. I also report that the company has held the shares, securities, debenture & other investments in its own name except to the extent of exemption granted under section 49 of the Companies Act,1956.

(15) According to information & explanation given to me, the Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

(16) According to information & explanation given to me, on an overall basis, prima facie, term loans were applied for the purpose for which the loans were obtained.

(17) According to the information & explanation given to me, and based on the examination of Balance Sheet of the Company, prima facie, the funds raised on short term basis have not been used for long term investment.

(18) According to the information and explanations given to me, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(19) The company has not issued any secured debentures during the year, and accordingly, no securities were required to be created.

(20) The company has not raised any funds by way of a public issue during the year.

(21) During the course of my examination of the books of the accounts and records of the company and according to the information &explanation given to me, no material fraud on or by the Company, has been noticed or reported during the year.

Sd/-

Place : Mumbai JATIN SHAH Date : 30th May, 2014. CHARTERED ACCOUNTANT MEMBERSHIP NO. 103858


Mar 31, 2013

Report on the Financial Statements

I have audited the accompanying Financial Statements of Spectacle Infotek Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies [Auditors report] Order 2003 ("the Order") issued by the Centeal Government of India in terms of section 227(4A) of the Act, I give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order

2. As required by Section 227(3) of the Act, I report that:

a] I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit ;

b] In my opinion , proper books of account as required by law have been kept by the Company, so far as it appears from my 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 my opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Act.

e] On the basis of written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory requirements" of my report of even date

(1) In respect of Fixed Assets

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

(b) As explained to me, these fixed assets have been physically verified by the management in a phased periodical manner. In my opinion the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(c) The Company has disposed off various fixed assets valued at Rs.338332/-, however it does not affect it''s going concern status.

(2) In respect of it''s Inventories;

(a) As explained to me, inventories have been physically verified by management at reasonable intervals during the year. In my opinion, the frequency of such verification is reasonable.

(b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventory and discrepancies noticed on physical verification as compared to the book records have been properly dealt with in the books of accounts.

(3) In respect of the Loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

(a) The Company has not granted Loan to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from Four parties covered In the register maintained under section 301 of the Act. The Maximum amount outstanding at any time during the year was Rs. 3,49,72,589/- and the balance outstanding as on 31st March, 2013 was Rs. 3,49,62,589/-.

(c) The rate of interest and other terms and conditions of the loan are not prima facie prejudicial to the interest of the Company.

d) The Company has been regular in repaying principal amount and the Company is also regular in payment of interest whereever stipulated.

(e) There is no overdue amount of loans taken or granted to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(4) There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of the inventory and fixed assets and for the sale of goods & services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in the internal control system.

(5) In respect of contracts or arrangements referred to in section 301 of the Companies act, 1956;

(a) According to the information and explanation provided by the management, I am of the opinion that all the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) According to the information and explanation provided by the management, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) As informed by the management during the year, the Company has not accepted any deposit from the public within the purview of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public.

(7) The Company does not have any formal internal audit system.

(8) The Central Government has not prescribed maintenance of cost records under clause (c) of Sub-section (1) of section 209 of the Companies Act 1956, for any products of the Company.

(9) In respect of Statutory dues;

There are no amount of statutory dues that have not been deposited on account of disputed matters.

(10) The company does not have any accumulated losses as at 31st March 2013 but has incurred cash losses during the financial year ended on that date.

(11) According to the records of the company examined by me and information & explanation given to me and based on the audit procedure applied by me, the company has not defaulted in repayment of its dues to any financial institution or bank or debenture holder, as at the Balance Sheet date.

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

(13) The provisions of any special statute applicable to chit find / nidhi / mutual benefit/ societies are not applicable to the company.

(14) Based on my examination of the records and evaluation of the related internal controls, I am of the opinion that proper records have been maintained of the transactions and contracts relating to the shares , security, debentures and other investments. I also report that the company has held the shares, securities, debenture & other investments in its own name except to the extent of exemption granted under section 49 of the Companies Act,1956.

(15) According to information & explanation given to me, the Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

(16) According to information & explanation given to me, on an overall basis, prima facie, term loans were applied for the purpose for which the loans were obtained.

(17) According to the information & explanation given to me, and based on the examination of Balance Sheet of the Company, prima facie, the funds raised on short term basis have not been used for long term investment.

(18) According to the information and explanations given to me, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(19) The company has not issued any secured debentures during the year, and accordingly, no securities were required to be created.

(20) The company has not raised any funds by way of a public issue during the year.

(21) During the course of my examination of the books of the accounts and records of the company and according to the information & explanation given to me, no material fraud on or by the Company, has been noticed or reported during the year.

Sd/-

JATIN SHAH

Place : MUMBAI CHARTERED ACCOUNTANT

Date : 30th May, 2013. MEMBERSHIP NO. 103858


Mar 31, 2011

1. We have audited the attached Consolidated Balance Sheet of M/S SPECTACLE INFOTEK LIMITED (Formerly known as Spetacle Industries Limited) as at 31st March, 2011 and also the Consolidated 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In Respect of the Financial Statement of Subsidiaries we did not carry on the Audit. The Total Assets and total Revenue in respect of these Subsidiaries are Rs. 10,49,18,820.94 & 69,03,12,952 respectively. These Financial Statement have been Audited by other Auditors whose reports have been furnished to us and in our opinion, insofar as it relates to the Amounts included in respect of the subsidiaries is based solely on this certified financial statements.

4. As required by the Companies ( Auditors’ Report ) Order,2003 as amended by the Companies (Auditor’s Report) ( Amendment) Order,2004, issued by the Central Government of India in terms of sub-section 227(4A) of Section 227 of ‘The Companies Act, 1956’ of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

5. Further to our Comments in the annexure referred to above:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief are 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 Consolidated Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of account.

d) In our opinion the Consolidated Balance Sheet and Profit & Loss Account dealt with by this report complies with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) We do not have any observations or comments which have any adverse effect on the functioning of the company and requiring to be mentioned in thick type or in italics in terms of clause (e) of sub – section (3) of section 227 of the Companies Act, 1956.

f) On the basis of the 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 Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

g) In our opinion and to the best of our information

and according to the explanations given to us, the said accounts read together with the 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 so far as it related to the Consolidated Balance Sheet, of the State of Affairs of the company as at 31st March, 2011 and

ii. In so far as it relates to the Consolidated Profit & Loss Account, of the profit for the year ending on 31st March 2011.

In so far as it relates to the Cash Flow Statement, of the cash flow of the Company for the year ended on that date. As the Cash flow statements of the Subsidiaries are not available, Cash Flow Statement is standalone.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 thereof of our Report of even date on the statements of Account of SPECTACLE INFOTEK LIMITED ( Formerly known as Spectacle Industries Limited), as on 31st March 2011.

As Required by the Companies (Auditors Report) Order, 2003 as Amended by the Companies (Auditors report) (Amended) Order, 2004 and on the basis of such checks as we considered appropriate, we further report that:

1. a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

b) All fixed assets of the company have been physically verified by the management during the year. We have been informed that no material discrepancies were noticed on such verification.

c) The construction equipment, the book value of which is Rs. 60,19,875/-has been sold for Rs. 28,00,000 on 14th February 2011. The loss on sale of asset amounting to Rs. 11,92,320/- has been debited to profit & loss account. There is no change in the value of the other assets of the company.

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

b) The Procedure of Physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on such physical verification of inventories as compared to book records and hence the question of whether the same have been properly dealt with the books of accounts does not arise.

d) The opening stock of Rs. 8,85,400 has been found to be obsolete and their net realizable value is zero. Hence the same has been written off during the year.

3. a) The Company has granted an loan of Rs 77,01,000/- to Abhibus Services (India) Private Limited where Mr Tejesh Kumar was a Director. An amount of Rs.63,00,000/- has been granted as a loan to 3K Technologies in which one of the directors Mr.Tejesh Kumar is a director of the other company.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loan taken by the company, are not prejudicial to the interest of the company

c) During the year the company has taken loan from a Company named Balaji Synthetics & Sacks Private Limited where Mr. Shaikh Fazal Mehmood and Mr. Kodali Tejesh Kumar were directors. In respect of said loans, the maximum amount outstanding at any time during the year and the year end balance is Rs. 4,40,049 and Rs. 4,18, 033 /- respectively. During the year the company has also taken loan from Cambridge Global Enterprise Solutions Private Limited in which Mr Kodali Tejesh Kumar was a Director and the maximum outstanding at the year end balance is Rs. 1,42,56,935/-.

d) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loan taken by the company, are not prejudicial to the interest of the company.

e) The Principal amounts are repayable on demand and there is no repayment schedule. The interest is also repayable on demand. So, the question of overdue amounts does not arise in respect of Principal and interest.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system 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 and explanations given to us, we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control procedures.

5. a) In our opinion and according to the information

and explanation given to us the particulars of contracts or arrangements referred to in Section 301 of the act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of each party during the year have been made at arms length.

6. As informed by the management during the year, the company has not accepted any deposit from the public within the purview of Section 58A, 58AA or any other relevant provisions of the companies Act, 1956.

7. The Company does not have any formal internal audit system.

8. The Central Government has not prescribed maintenance of cost records, Under section 209 (1)(d) of the companies Act, 1956 for any of the products of the company.

9. a) According to the information and explanations

given to us, the following dues of income tax, professional tax, have not been deposited by the company.

Name of the Nature Amount Period to Statue of the Due unpaid which the amounts relates (Assessment year)

Income Tax Income Tax Rs.29,68,447/- AY 2010-2011 Act, 1961 payment (incl. of Interest)

AP Profess Professional Rs. 16,500/- AY 2010-2011 Tax Act, Tax 1987

10. In our Opinion, the company does not have accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions or banks or debentures holders.

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

13. In our opinion and according to the information and explanations given to us, the nature of the activities, the Company is engaged in, does not attract any special statue applicable to chit fund and nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

14. 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 Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year and hence the question of whether the terms and condition of the Guarantee given are prejudicial to the interest of the company does not arise.

16. The company did not have any term loan outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the Company, the Company has not raised any funds on short term- basis for long term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence question of issue price of shares prejudicial to interest of the company does not arise.

19. During the year covered by our audit report, the Company has not issued secured debentures. Hence, the creation of security in respect of debentures is not applicable.

20. The Company has not raised any money through a public issue during the year.

21. During the Course of our examination of the books and records of the company, carried 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 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 P. JITENDER REDDY & Co.,

Chartered Accountants

(P. Jitender Reddy)

Proprietor M.No. 200708

Place : Hyderabad Date : 30-5-11


Mar 31, 2010

We have examined the compliance of conditions of Corporate Governance by Spectacle Industries Ltd., for the year ended on 31st March, 2010, as stipulated in Clause 49 of listing agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India we have to state that no investor grievances were pending for a period of one month against the company as per the records maintained by the Share transfer-cum-investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

We have Audited the attached Consolidated Balance Sheet of ‘SPECTACLE INDUSTRIES LIMITED’ (Formerly Khaitan Weaving Mills Limited) as at 31st March, 2010 and also the Consolidated Profit & Loss Account & 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In respect of the Financial Statement of Subsidiaries we did not carry on the Audit. The Total Assets and total Revenue in Respect of these Subsidiaries are Rs.10,38,62,104/- and Rs.2,01,01,227/- respectively. These Financial Statement have been Audited by other Auditors whose reports have been furnished to us and our opinion, insofar as it Relates to the Amounts included in respect of the Subsidiaries is based solely on this certified financial statements.

As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order 2004 (the ‘Order) issued by the Central Government of India in terms of Section 227 (4A) of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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 purposes of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of those books;

c) The Consolidated Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Consolidated Balance Sheet and the Profit & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section 3(C) of Section 211 of the Companies Act, 1956.

e) We do not have any observations or comments which have any adverse effect on the functioning of the company and requiring to be mentioned in thick type or in italics in terms of clause (e) of sub-section (3) of section 227 of the Companies Act, 1956.

f) On the basis of the written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st 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;

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the 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 the Consolidated Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii. In the case of the Consolidated Profit & Loss Account, of the profit for the year ended on that date.

iii. In the case of the Cash Flow statement, of the cash flow of the Company for the year ended on that date. As the cash flow statements of the Subsidiaries are not available, Cash flow statement is standalone.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph (3) of our Report of even date on the statements of Account of SPECTACLE INDUSTRIES LIMITED (formerly known as Khaitan Weaving Mills Limited), as at, 31st March 2010).

1 (a) The company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

(c) No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern status of the company.

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

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

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on such physical verification of inventories as compared to book records and hence the question of whether the same have been properly dealt with the books of accounts does not arise.

3 (a) The company has not granted any unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956.

(b) As informed to us, since the company has not granted any unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956; Hence, clause (b) relating to the rate of interest and other terms and conditions of loans is not applicable.

(c) Since the company has not granted any unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956; Hence, clause (c) relating to repayment of the principal amount and payment of interest is not applicable.

(d) Since the company has not granted any unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956; Hence, Question of overdue amount in excess of 1 lakh does not arise.

(e) As informed to us, during the year the Company has not taken any loans From parties covered in the registered under section 301 of the companies Act, 1956

(f) Since the company has not taken any unsecured loans from companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956; Hence, Clause (b) relating to the rate of interest and other terms and conditions of loans not applicable.

(g) Since the company has not taken any unsecured loans from companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956; Hence,repayment of the principal amount and interest is not applicable.

4 In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory and fixed assets and for the sale of inventories. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

5. (a) Based on the Audit procedure applied by us and according to the Information and Explanation provided by management, we are of the Opinion that there are no particulars of contracts or arrangements that Need to be entered into the register maintained under section 301.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered In the register maintained under section 301 and exceeding the value of Rupees five lakhs in respect of any party during the year are NIL; Hence, this clause is not applicable.

6. As informed by the management during the year, the company has not Accepted any deposit from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

7. The Company does not have any formal internal audit system.

8. The Central Government has not prescribed maintaince of cost records, Under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. The company is generally regular in depositing statutory tax dues except occasional delays in payment of VAT, Service Tax and Professional Tax, with appropriate authorities.

(b) No undisputed amounts payable were in arrears,

as 31st March, 2010 for a period of more than six months from the date they became Payable.

(c) According to the information and explanations given to us and the records of the company examined by us there are no dues of income tax, sales tax, Wealth tax, service tax, custom duty, and excise duty which have not been deposited on account of any dispute.

10. In our opinion, The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and Immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debantureholders.

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

13. The company is not a chit fund, nidhi, mutual benefit fund or a society and clause 12 of the order is not applicable. Therefore the provision of clause 4 (xiii) of the Companies (Auditor’s report) order, 2003 are not applicable to the company.

14. The company has maintained proper records of the transactions and contracts of its trading or dealing in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Companies Act, 1956.

15. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions and hence the question of whether the terms and condition of the Guarantee given are prejudicial to the interest of company does not arise.

16. In our Opinion & on the Basis of the Review of utilization of funds pertaining to term loan & related information as made available to us, the term loan taken by the company have been applied for the purpose for which they were obtained.

17. According to the information and explanation given to us, and On the basis of an Overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long term investment.

18. According to the information and explanation given to us, during the year, 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; Hence question of issue price of shares prejudicial to interest of the company does not arise.

19. During the year covered by our audit report, the company has not issued any Secured debentures. Hence the creation of security in respect of debenture is not applicable.

20. The company has not raised any money by public issues during the year Covered by our report.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year under the report.

For RAMANAND & ASSOCIATES

Chartered Accountants

Sd/-

C.A Ramanand G Gupta

Partner

M.No. 103975

Date : 29th May 2010 Place : Mumbai

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