Mar 31, 2015
We have audited the accompanying standalone financial statements of M/s
Triton Corp Limited (Formerly Stencil Apparel Brands Limited), "The
Company" which comprise the Balance Sheet as at 31 March 2015, the
Statement of Profit and Loss, the Cash Flow Statement for the year then
ended, and a summary of the significant accounting policies and other
explanatory information
Management's Responsibility for the Standalone 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 (as amended). 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
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. Those Standards
require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the standalone
financial statements are free from material misstatement
We conducted our audit in accordance with the Standards on Auditing
specified under section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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 internal financial controls relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects the aforesaid
standalone 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 March 31, 2015;
b) In the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Basis for qualified opinion Attention is invited to the
a) Note no.4 & 5 regarding nonÂprovision of impairment of assets taking
into account the value of assets as at 31st March 2015. The amount has
not been ascertained and disclosed. In view of the management there is
no impairment of assets, hence provision is not required.
b) Note no.8 regarding pending confirmation / reconciliation of
balances with parties and consequential adjustments, if any.
c) A sum of Rs48,22,69,512/- pertaining to the bad debts has been
written off till date in respect of export sales and advance to
suppliers. However, the necessary approval from Reserve Bank of India
for such write off and extension of period for recovery of balance dues
over one year amounting to Rs.31,78,81,503/ - is yet to be obtained. In
the absence of full details and approvals, we have accepted the
management representation regarding the quantum of write off and
provision in respect of sundry debtors as adequate. (Refer Note
No.-15)
d) Note no. 11 regarding nonÂprovision of the diminution in the value
of long term investments and the quantum has not been ascertained.
e) Note No.12 regarding the basic assumption about going concern. BPO /
Call centre operations remained suspended from third quarter of
financial year 2008-09. However, these accounts have been drawn on the
concept of going concern.
f) Note no. 13 non provision of interest payable on outstanding secured
loan balances with lenders as the loan accounts have become non
performing and are subject to recovery proceedings.
Subject to (a) to (f) above and where the quantum has not been
ascertained, had the above items been provided, the loss for the year,
would have been higher to that extent, in our opinion and to the best
of our information and according to the explanations given to us, the
said Accounts read with the accounting policies and the other 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.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the basis for qualified opinion paragraph, the aforesaid
financial statements give the information required by the Companies
Act, 2013 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 March 31, 2015;
b) In the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date; and
c) In the case of Cash Flow Statement, of the Cash Flows of the Company
for the year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of Section
143(11) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order
As required by Section 143(3) of the Act, we report that
(a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit
(b) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014
(e) on the basis of the written representations received from the
directors as on 31 March 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section164(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
a) the Company does not have any pending litigations except with the
banks which would impact its standalone financial position
b) the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses
c) Company has not transferred unclaimed share application money of Rs
348323 to investor Education and Protection Fund in accordance with
provisions of Companies Act,1956
Annexure referred to in paragraph [1] of the Our Report on other legal
& regulatory requirements on the even date:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) According to the information and explanation given to us, the fixed
assets of the company have been physically verified by the management
at reasonable intervals in a phased manner so as to cover each asset at
least once in three years, which in our opinion is reasonable having
regard to size of the company and the nature of its assets. As informed
to us no material discrepancy between the book records and the physical
fixed assets have been noticed on such verification.
(ii) The Company does not have any tangible inventory. Accordingly, the
provisions of clause 3(ii) of the Order are not applicable.
(iii) The Company has granted loan to subsidiary prior to financial
year 2014 but during the year no loan fresh loan was granted, secured
or unsecured to companies, firms or other parties covered in the
register maintained under Section 189 of the Act.
a) No terms have been stipulated for repayment of principal and
interest from such loans to company grated prior to 1.04.2014
b) Since no terms for repayment have been stipulated for repayment
there are no over dues of such loans to company grated prior to
1.4.2014
(iv) In our opinion, 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. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) The Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)
Rules, 2014 (as amended) . Accordingly, the provisions of clause 3(v)
of the Order are not applicable.
(vi) As per information & explanation given by the management,
maintenance of cost records has not been prescribed by the Central
Government under sub-section (1) of section 148 of the Act.
(vii) (a) The Company has not regularly deposited undisputed statutory
dues like Provident Fund and Employees State Insurance dues. According
to the information and explanation given to us by the management, there
are no undisputed amount payable in respect of Income-Tax as per return
filed, Wealth-Tax, Value added Tax, Cess or ay other Statutory Dues.
TDS (Income Tax ) dues Rs 2,17,588/ - were outstanding as on 31st March
2015 for a period more than six months from the date they became
payable and Rs. 3,18,714/- towards Income Tax Demand for the assessment
year 2006-07 & Rs. 2,11,000/- being FBT pertaining to financial year
2008-09.
b) According to the information and explanations given to us, there are
no disputed demand amount payable in respect of Income Tax, Wealth Tax,
Sales Tax, Custom duty and Excise Duty outstanding as on 31st March
2012 for a period of more than six months from the date they become
payable except for income tax Rs. 350800/- for AY 2008-09 & Rs.
14675661/- for AY 2007- 08. The Company has been granted relief by the
Commissioner of Income Tax Appeal. ( Refer Note 18).
(c) Company has not transferred unclaimed share application money of Rs
348323 to investor Education and Protection Fund in accordance with
provisions of Companies Act,1956
(viii) In our opinion, the Company has been registered more than five
year and the accumulated losses exceed the fifty percent of the net
worth of the company. The Company has incurred cash loss during the
financial year covered by our audit and has also incurred cash loss in
the immediately preceding financial year
(ix) The Company has defaulted in repayment of the dues of the bank and
Other Financial Institutions since the year 2010 and amount of default
is Rs. 35.20 crores as per books of the company.
(x) In our opinion, the terms and conditions on which the company has
not given guarantees for loans taken by others from banks or financial
institutions.
(xi) The term loans were applied for the purpose for which the loans
were obtained;
(xii) No fraud on or by the Company has been noticed or reported during
the period covered by our audit
For KPMR & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN: 002504N
Sd/-
( DEEPAK JAIN )
PARTNER
M. No: 090854
PLACE: NEW DELHI
DATE : May 30, 2015
Mar 31, 2014
We have audited the accompanying financial statement of TRITON CORP
LIMITED (Formerly Stencil Apparel Brands Limited) ("the Company"),
which comprises the Balance Sheet as at March 31, 2014 and the
Statement of Profit and Loss and the Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other
explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s 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") and in
accordance with the accounting principles generally accepted in India.
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
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of the 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
a) Note no.4 & 5 regarding non-provision of impairment of assets taking
into account the value of assets as at 31s> March 2014. The amount has
not been ascertained and disclosed- In view of the management there is
no impairment of assets, hence provision is not required.
b) Note no 8 regarding pending confirmation / reconciliation of
balances with parties and consequential adjustments, if any.
c) A sum of Rs42,27,55,174/- pertaining to the bad debts has been
written off till date in respect of export safes and advance to
suppliers. However, the necessary approval from Reserve Bank of India
for such write off and extension of period for recovery of balance dues
over one year amounting to Rs.31,78,81,503/- is yet to be obtained. In
the absence of full details and approvals, we have accepted the
management representation regarding the quantum of write off and
provision in respect of sundry debtors as adequate. (Refer Note No.-15)
d) Note no. 11 regarding non-provision of the diminution in the value
of long term investments and the quantum has not been ascertained.
e) Note No.12 regarding the basic assumption about going concern. BPO /
Call centre operations remained suspended from third quarter of
financial year 2008-09. However, these accounts have been drawn on the
concept of going concern.
f) Note no. 13 non provision of interest payable on outstanding secured
loan balances with lenders as the loan accounts have become non
performing and are subject to recovery proceedings.
Subject to (a) to (f) above and where the quantum has not been
ascertained, had the above items been provided, the loss for the year,
would have been higher to that extent, in our opinion and to the best
of our information and according to the explanations given to us, the
said Accounts read with the accounting policies and the other 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.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the basis for qualified opinion paragraph, the aforesaid
financial statements give the information required by the Companies
Act, 1956 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:-
a) In the case of the Balance Sheet of the state of affairs of the
Company as at March 31, 2014;
b) In the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date; and
c) In the case of 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 (Auditor''s Report) Order, 2003 (''the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act 1956 (the Act), we
give in the Annexure a statement on the matters specified in paragraphs
4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:-
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company, so far as appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit & Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit & 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 the written representations received from the
Directors as on March 31, 2014, and taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2014
from being appointed as a Director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
1. (a) The Company is generally maintaining proper records showing
full particulars including quantitative details and situation of Fixed
Assets.
(b) According to the information and explanation given to us, the fixed
assets of the company have been physically verified by the management
at reasonable intervals In a phased manner so as to cover each asset at
least once in three years, which in our opinion is reasonable having
regard to size of the company and the nature of its assets. As informed
to us no material discrepancy between the book records and the physical
fixed assets have been noticed on such verification.
(c) Part of fixed assets have been disposed off during the year to
settle the bank dues. The B.P.O. / call centre operation remained
suspended since third quarter of financial year 2008-09. Possession of
the other building has been taken over by the bank. The company is not
functioning after the aforesaid events. (Refer Note No.-12 & 13)
2. There are no stocks or inventories.
3.a. The company has not granted secured or unsecured loans to
companies, firms or other parties covered in the register maintained
under section 301 of the Act, except to its subsidiary company having
outstanding balance of Rs.813.32 Lac (Maximum amount involved during
the year was Rs. 825.72 Lac).
b According to the information and explanations given to us, the terms
and conditions of loans given, secured and unsecured are not
prima-facie prejudicial to the interest of the company. No interest was
charged on unsecured loan given to subsidiary company.
c. No terms for repayment has been stipulated in respect of the
subsidiary company.
d The Company has not taken any loans, secured or unsecured, from
companies, or other parties covered in the register maintained under
Section 301 of the Act.
e The rate of interest and other terms and conditions of loans taken by
the company, secured and unsecured, are prima facie not prejudicial the
interest of company; and
f. The company has become irregular in repayment of principal and
interest on secured loans & the loans have become non-
performing.(Refer Note 13 )
4. In our opinion and according to the information and explanation
given to us, there are adequate internal control procedures
commensurate with size of the company and the nature of its business
with regard to purchase of stores, fixed Assets and other assets and
with regard to sale of services. During the course of our audit we have
not observed any continuing failure to correct major weakness in
internal controls.
5. a) In our opinion and according to the information and explanations
given to us, the transaction that need to be entered into the register
maintained under section 301 of the Companies Act, 1956 have been so
entered.
b) According to the information and explanations given to us, the
transactions of sale of goods, materials and services made in pursuance
of contracts or arrangements entered in the register maintained under
Section 301 of the companies Act,1956, and aggregating during the year
to Rs. 5,00,000 or more in respect of each party, have been made at
prices which are reasonable having regard to the prevailing market
prices for such goods, materials or services or prices at which such
transactions for similar goods or services have been made with other
parties.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the year
to which the provisions of section 58-A and 58-AA of Companies Act,
1956 and the rules framed thereunder including the directions issued by
the Reserve Bank of India attract.
7. In our opinion, the company does not have formal internal audit
system and needs further strengthen to commensurate with the size and
nature of the business.
8 As explained to us, the maintenance of cost records has not been
prescribed by the Central Government under Section 209(1 )(d) of the
Companies Act, 1956.
9. a) The Company has not regularly deposited undisputed statutory
dues like Provident Fund and Employees State Insurance dues. According
to the information and explanation given to us by the management, there
are no undisputed amount payable in respect of Income-Tax as per return
filed, Wealth-Tax, Sales-Tax, Custom-Duty and Excise-Duty. PFdues Rs
3,11,730/-& TDS (Income Tax jdues Rs 1,90,058/-were outstanding as on
31st March 2013 for a period more than six months from the date they
became payable and Rs. 3,18,714/- towards Income Tax Demand for the
assessment year 2006-07 & Rs. 2,11,000/- being FBT pertaining to
financial year 2008-09.
b) According to the information and explanations given to us, there
are no disputed demand amount payable in respect of Income Tax, Wealth
Tax, Sales Tax, Custom duty and Excise Duty outstanding as on 315"
March 2012 for a period of more than six months from the date they
become payable except for income tax Rs. 350800/- for AY 2008-09 & Rs.
14675661/- for AY 2007-08.
10. The Company is registered for a period for more than five years.
There are accumulated losses, at the end of financial year, as per the
Profit & Loss Account. The Company has incurred net loss during the
year In the preceding year also the Company has incurred net loss.
11. In our opinion and according to the information and explanations
given to us, the Company has defaulted in repayment of dues to banks
during the year. The credit facilities availed from Karnataka Bank Ltd.
and Bank of India have been classified as NPA during the year.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. The provisions of any special statute as specified under clause
(xiii) of the order are not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institution.
16. According to the information and explanations given to us, the
term loans have been utilized for the purpose of which it has been
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, no
short-term loans have been used for long-term investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered under the Register maintained under section 301
of the Companies Act, 1956 during the year.
19. The Company has not issued any debentures during the year,
20. The Company has not raised any money by public issue during the
year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year.
For KPMR & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN:002504N
Sd/-
( DEEPAK JAIN)
PARTNER
M. No: 090854
PLACE: NEW DELHI
DATE: May 30, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statement of TRITON CORP
LIMITED (Formerly Stencil Apparel Brands Limited) ("the Company "),
which comprises the Balance Sheet as at March 31, 2013 and the
Statement of Profit and Loss and the Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other
explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s 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") and in
accordance with the accounting principles generally accepted in India.
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
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartffed
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and 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 tie 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, but not for the purpose of expressing an opinion on
the effectiveness of the Company''s internal control. An audit also
includes evaluating the appropriateness of the 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Basis for qualified opinion
Attention is invited to the
a) Note no.4 & 5 regarding nonÂprovision of impairment of assets
taking into account the value of assets as at 31s'' March 2013. The
amount has not been ascertained and disclosed. In view of the
management there is no impairment of assets, hence provision is not
required.
b) Note no. 8 regarding pending confirmation / reconciliation of
balances with parties and consequential adjustments, if any.
c) A sum of Rs41.68,16,864/- pertaining to the bad debts has been
written off till date in respect of export sales and advance to
suppliers. However, the necessary approval from Reserve Bank of India
for such write off and extension of period for recovery of balance dues
over one year amounting to Rs. 27.03,93.622/- is yet to be obtained. In
the absence of full details and approvals, we have accepted the
management representation regarding the quantum of write off and
provision in respect of sundry debtors as adequate. (Refer Note No.-15)
d) Note no. 11 regarding nonÂprovision of the diminution in the value
of long term investments and the quantum has not been ascertained.
e) Note No. 12 regarding the basic assumption about going concerh. BPO
/ Call centre operations remained suspended from third quarter of
financial year 2008-09. However, these accounts have been drawn on the
concept of going concern.
f) Note no. 13 non provision of interest payable on outstanding secured
loan balances with lenders as the loan accounts have become non
performing and are subject to recovery proceedings.
Subject to (a) to (f) above and where th e quantum has not been
ascertained, had the above items been provided, the loss for the year,
would have been higher to that extent, in our opinion and to the best
of our information and according to the explanations given to us, the
said Accounts read with the accounting policies and the other 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.
Qualified Opinion
In our opinion and to the best of our information and accordng to the
explanations given to us, except for the effects of the matter
described in the basis for qualified opinion paragraph, the aforesaid
financial statements give the information required by the Companies
Act, 1956 in the manner so required are! 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 tl®
Company as at March 31,2013;
b) In the case of Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date; and
c) In the case of 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 (Auditor''s Report) Order, 2003
("the Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act 1956 (the Act), we
give in the Annexure a statement on the matters specified in paragraphs
4 arai 5 oi the Order.
2. As required by section 227(3) of the Act, we report that:-
a) We have obtained all the information and'' explanations which to the
best of our knowledge and belief were necessary for the purposes of cur
audit;
b) In our coinion, proper books of account as required by law have been
kept by the Company, so far as appears from our examination of those
books;
c) The Balance Sheet, Statement of Profit & Loss, and Cash Flow
Statemes dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit & Loss, antd
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 the written representations received from the
Directors as on March 31, 2013, and taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2013
from being appointed as a Director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956 ;
1.(a) The Company is generally maintaining proper records showing full
particulars including quantitative details and situation of Fixed
Assets.
(b) According to the information and explanation gi ven to us, the
fixed assets of the company have been physically verified by the
management at reasonable intervals in a phased manner so as to cover
each .
asset at least once in three years, which in our opinion is reasonable
having regard to size of the company and the nature of its assets. As
informed to us no material discrepancy between the book records and the
physical fixed assets have been noticed on such verification.
(c) Part of fixed assets have been disposed off diring the year to
settle the bank dues.The B.RO. / call centre operation remained
suspended since third quarter of fnancial year 2008-09. Possession of
the other building has been taken over by the bank.The company is not
functioning after the aforesaid events.
(Refer Note No.-12 & 13)
2. There are no st ocks or inventories.
3.a. The company has not granted se cured or unsecured loans to
companies, firms or other parties covered in the register maintained
under section 301 of the Act, except to its subsidiary company having
outstanding balance of Rs.818.32 Lac (Maximum amount involved during
the year was Rs. 825.72 Lac) .
b. According to the information and explanations given to us, the terms
and conditions of loans given, secured and unsecured are not
prima-facie prejudicial to the interest of the company. No interest was
charged on unsecured loan given to subsidiary company.
c. No terms for repayment has been stipulated in respect of the
subsidiary company.
d. The Company has not taken any loans, secured or unsecured, from
companies, or other parties covered in the register maintained under
Section 301 of the Act.
e.The rate of interest and other terms and conditions of loans taken by
the company, secured and unsecured, are prinna facie not prejudicial
the interest of company; and
f.The company has become irregular in repayment of principal and
interest on secured loans & the loans have become non-
performing.(Refer Note 13 )
4. In our opinion and according to the information and explanation
given to us, there are adequate internal control procedures
commensurate with size of the company and the nature of its business
with regard to purchase of stores, fixed Assets and other assets and
with regard to sale of services. During the course of our audit we have
not observed any continuing failure to correct major weakness in
internal controls.
5. a) In our opinion and according to the information and explanations
given to us, the transaction that need to be entered into the register
maintained under section 301 of the Companies Act, 1956 have been so
entered.
b) According to the information and explanations given to us, the
transactions of sale of goods, materials and services made in pursuance
of contracts or arrangements entered in the register maintained under
Section 301 of the companies Act, 1956, and aggregating during the year
to Rs. 5,00,000 or more in respect of each party, have been made at
prices which are reasonable having regard to the prevailing market
prices for such goods, materials or services or prices at which such
transactions for similar goods or services have been made with other
parties.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the year
to which the provisions of section 58-A and 58-AA of Companies Act,
1956 and the rules framed thereunder including the directions issued by
the Reserve Bank of India attract.
7. In our opinion, the company does not have formal internal audit
system and needs further strengthen to commensurate with the size and
nature of the business.
8. As explained to us, the maintenance of cost records has not been
prescribed by the Central Government under Section 209(1 )(d) of the
Companies Act, 1956.
9. a) The Company has not regularly deposited undis puted statutory
dues like Provident Fund and Employees State Insurance dues. According
to the information and explanation given to us by the management, there
are no undisputed amount payable in respect of Income-Tax as per return
filed, Wealth-Tax, Sales-Tax, Custom-Duty and Excise-Duty. PF dues Rs
3,11,730/- & TDS (Income Tax ) dues Rs 1,90,058/- were outstanding as
on 31s1 March 2013 for a period more than six months from the date they
became payable and Rs. 3,18,714/- towards Income Tax Demand for the
assessment year 2006-07 & Rs. 2,11,000/- being FBT pertaining to
financial year 2008-09.
b) According to the information and explanations given to us, there are
no disputed demand amount payable in respect of Income Tax, Weal th
Tax, Sales Tax, Custom duty and Excise Duty outstanding as on 31st
March 2012 for a period of more than six months from the date '' they
become payable except for income tax Rs. 350800/- for AY 2008-09 & Rs.
14675661/- for AY 2007-
OS.
10. The Company is registered for a period for more t han five years.
There are accumulated losses, at the end of financial year, as per the
Profit & Loss Account. The Company has incurred net loss during the
year. In the preceding year also the Company has incurred net loss.
11. In our opinion and according to the information and explanations
given to us, the Company has defaulted in repayment of dues to banks
during the year.The credi t facilities availed from Karnataka Bank Ltd.
and Bank of India have been classified as NPA during the year.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. The provisions of any special statute as specified under clause
(xiii) of the order are not applicable to the Company.
14. in our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities.
15. According to the information and explanations given to us, the
Company has net-given any guarantee for loans taken by others from
banks or financial institution.
16. According to the information and explanations given to us, the
term loans have been utilized for the purpose of which it has been
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, no
short-term loans have been used for long-term investment.
18. According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered under the Register maintained under section 301
of the Companies Act, 1956 during the year.
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come aero ss any instances of
material fraud on or by the Company, noticed or reported during the
year.
For KPMR & ASSOCIATES ''
CHARTERED ACCOUNTANTS
FRN: 002504N
Sd/-
( DEEPAK JAIN )
PARTNER
M. No: 090854
LACE: NEW DELHI
DATE: May 30, 2013
Mar 31, 2010
We have audited the attached Balance Sheet of M/s Triton Corp Limited
as on 31st March 2010 and also the Profit & Loss Account and the cash
flow statement for the year ended on that date annexed thereto. These
Financial Statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
Financial Statements based on our audit.
We 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 test basis, evidence supporting the amounts and
disclosures in 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 the reasonable basis
for our opinion.
1. As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) Order, 2004 issued by the
Central Government of India in terms of Sub-section (4A) of Section 227
of the Companies Act, 1956, we enclose in Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said order to the extent
as applicable.
2. Further to our comments in the Annexure referred to above, we report
that:
i. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
iii. The Balance Sheet and Profit & Loss Account and the cash flow
statement dealt with by this report are in agreement with the books of
Account.
iv. In our opinion, the Balance Sheet and Profit and Loss Account and
cash flow statement dealt with by this report read with notes comply
with the Accounting Standards referred to in Sub-section (3C) of
Section 211 of the Companies Act, 1956.
v. On the basis of written representations received from the
directors, as on 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.
We further report that :
vi. Attention is invited to the
a) Note no.4 & 5 regarding nonÃprovision of impairment of assets taking
into account the value of assets as at 31st March 2010. The amount has
not been ascertained and disclosed. In view of the management there is
no impairment of assets, hence provision is not required.
b) Note no.8 regarding pending confirmation / reconciliation of
balances with parties and consequential adjustments, if any.
c) Note no. 11 regarding nonÃprovision of the diminution in the value
of long term investments and the quantum has not been ascertained.
d) Note No.12 regarding the basic assumption about going concern. BPO /
Call centre operations remained suspended from third quarter of last
financial year. However, these accounts have been drawn on the concept
of going concern.
e) Note no.13 (a)& 13 (b) by which a sum of Rs.31,27,06,176/-
pertaining to the period up to 31st March 2010 has been written off, as
bad debts in respect of export sales. However, the necessary approval
from Reserve Bank of India for such write off and extension of period
for recovery of balance dues over one year amounting to
Rs.34,93,57,174/- is yet to be obtained. In the absence of full details
and approvals, we have accepted the management representation regarding
the quantum of write off and provision in respect of sundry debtors as
adequate.
f) Note no. 14(a) non provision of interest payable of Rs. 36,14,779/-
on outstanding secured loan balances due to non confirmation of
balances with lenders as the loan accounts have become non performing
and are subject to recovery proceedings.
vii. Subject to para vi (a) to (f) above and where the quantum has not
been ascertained, had the above items been provided, the loss for the
year, would have been higher to that extent, in our opinion and to the
best of our information and according to the explanations given to us,
the said Accounts read with the accounting policies and the other 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.
a) in the case of Balance Sheet, of the state of affairs of the Company
as at 31st March, 2010 and
b) in the case of Profit and Loss Account of the loss for the year
ended on that date.
c) in the case of cash flow statement of the cash flows for the year
ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE FOR THE
YEAR ENDED 31ST MARCH,2010.
Based upon the audit procedures performed for the purpose of reporting
the true and fair view of the financial statements and in terms of the
information and explanations given to us and the books and records
examined by us in the normal course of audit, we report that:
1. (a) The Company is generally maintaining proper records showing
full particulars including quantitative details and situation of Fixed
Assets.
(b) According to the information and explanation given to us, the fixed
assets of the company have been physically verified by the management
at reasonable intervals in a phased manner so as to cover each ass et
at least once in three years, which in our opinion is reasonable having
regard to size of the company and the nature of its assets. As informed
to us no material discrepancy between the book records and the physical
fixed assets have been noticed on such verification.
(c) In our opinion no substantial part of fixed a ssets have been
disposed off during the year.
2. There are no stocks or inventories.
3. a. The company has not granted secured or unsecured loans to
companies, firms or other parties covered in the register maintained
under section 301 of the Act, except to its subsidiary com pany having
outstanding balance of Rs.851.65 Lac (Maximum amount involved during
the year was Rs. 999.58 Lac) .
b. According to the information and explanations given to us, the
terms and conditions of loans given, secured and unsecured are not
prim- a facie prejudicial to the interest of the company . No interest
was charge d on unsecured loan given to subsidiary company.
c. No terms for repayment has been stipulated in respect of the
subsidiary company.
d. The Company has not taken any loans, secured or unsecured, from
companies, or other parties covered in the register maintained under
Section 301 of the Act
e. The rate of interest and other terms and conditions of loans taken
by the company, secured and unsecured, are prima facie not prejudicial
the interest of company; and f. The company has become irregular in
repayment of principal and interest on secured loans & the loans have
become non- performing.(Refer Note 14(a) )
4. In our opinion and according to the information and explanation
given to us, there are adequate internal control procedure s
commensurate with size of the company and the nature of its business
with regard to purchase of stores, fixed Assets and other assets and
with regard to sale of services. During the course of our audit we
have not observed any continuing failure to correct major weakness in
internal controls.
5. a) In our opinion and according to the information and explanations
given to us, the transaction that need to be entered into the register
maintained under section 301 of the Companies Act, 1956 have been so
entered.
b) According to the information and explanations given to us, the
transactions of sale of goods, materials and services made in pursuance
of contracts or arrangements entered in the register maintained under
Section 301 of the companies Act,1956, and aggregating during the year
to Rs. 5,00,000 or more in respect of each party, have been made at
prices which are reasonable having regard to the preva iling market
prices for such goods, materials or services or prices at which such
transactions for similar goods or services have been made with other
parties.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the year
to which the provisions of section 58-A and 58-AA of Companies Act,
1956 and the rules framed thereunder including the directions issued by
the Reserve Bank of India attract.
7. In our opinion, the company does not have formal internal audit
system and needs further strengthen to commensurate with the size and
nature of the business.
8. As explained to us, the maintenance of cost records has not been
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956.
9 a) The Company has been generally regular except in few cases in
depositing undisputed statutory dues like Provident Fund and Employees
State Ins urance dues. According to the information and explanation
given to us by the management, there are no undisputed amount payable
in respect of Income -Tax as per return filed , Wealth- Tax, Sales
-Tax, Custom -Duty and Excise -Duty, Service Tax were outstanding as on
31 st March 2010 for a period more than six months fr om the date they
became payable except Rs. 3,18,714/- towards Income Tax Demand for the
assessment year 2006 -07 & Rs. 2,11,000/- being FBT pertaining to
financial year 2008-09.
b) According to the information and explanations given to us, there is
no disputed demand amount payable in respect of Income Tax, Wealth Tax,
Sales Tax, Custom duty and Excise Duty outstanding as on 31st March
2010 for a period of more than six months from the date they become
payable
10. The Company is registered for a period for more than five years.
There are accumulated losses, at the end of financial year, as per the
Profit & Loss Account. The Company has incurred cash losses during the
year. In the preceding year also the Company has incurred net loss.
11. In our opinion and according to the information and explanations
given to us, the Company has defaulted in repayment of dues to banks
during the year. The credit facilities availed from Karnataka Bank Ltd.
and Bank of India havebeen classified as NPA during the year.
12. In our opinion and according to the information and explanations
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
13. The provisions of any special statute as specified under clause
(xiii) of the order are not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institution.
16. According to the information and explanations given to us, the
term loans have been utilized for the purpose of which it has been
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company , no short
-term loans have be en used for long -term investment.
18. According to the information and explanations given to u s, the
Company has not made any preferential allotment of shares to parties
and companies covered under the Register maintained under section 301
of the Companies Act, 1956 during the year.
19. The Company has not issued any debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. During the course of our examination of the books and records of
the comp any, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instances of
material fraud on or by the Company, noticed or reported during the
year.
For KPMR & ASSOCIATES
Chartered Accountants
Date : 13th August, 2010 (DEEPAK JAIN)
Partner
(M.No.090854)
FRN No-002504N