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 CompanyÃs 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 ( Auditorsà Report ) Order,2003 as
amended by the Companies (AuditorÃs Report) ( Amendment) Order,2004,
issued by the Central Government of India in terms of sub-section
227(4A) of Section 227 of ÃThe Companies Act, 1956Ã 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 à 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 (AuditorÃs 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 ÃSPECTACLE
INDUSTRIES LIMITEDÃ (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
CompanyÃs 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 (AuditorÃs Report) Order, 2003, as amended
by the Companies (AuditorÃs Report) (Amendment) Order 2004 (the ÃOrder)
issued by the Central Government of India in terms of Section 227 (4A)
of ÃThe Companies Act, 1956Ã of India (the ÃActÃ) 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 (AuditorÃs 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