Mar 31, 2018
1. Report on the Standalone Ind AS financial statements
We have audited the accompanying Standalone Ind AS Financial Statements of Zee Learn Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as âStandalone Ind AS Financial Statementsâ).
2. Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (â the Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.
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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
5. Other Matters
The comparative financial information of the Company for the year ended 31 March, 2017 and the transition date opening balance sheet as at 1 April, 2016 included in these standalone Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016 audited by us whose report for the year ended 31 March, 2017 and 31 March, 2016 dated 25 April,2017 and 13 May, 2016 respectively expressed an unmodified opinion on those standalone financial statements as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.
6. Report on Other Legal and Regulatory Requirements
I. As required by the Companies (Auditorâs Report) Order, 2016 issued by the Central Government of India in terms of section 143(11) of the Act (âthe Orderâ), 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 give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.
II. 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 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 it appears from our examination of those books;
c) The balance sheet, the statement of profit and loss (including other comprehensive income), statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;
e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, Companies (Accounting Standards) Amendment Rules, 2016 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 standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and
Annexure referred to in paragraph 6(I) under âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March, 2018.
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) All the fixed assets have been physically verified by the management during the year which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.
(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are not available for verification for freehold land having Gross block / Net block of Rs. 5.85 lakhs
ii. The physical verification of inventory including stocks lying with third parties have been conducted by the Management during the year at reasonable intervals. In respect of inventory lying with third parties, these have been confirmed by them. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans and investments made and guarantees provided by it.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.
vii. According to the records of the Company, examined by us and information and explanations given to us:
a) Undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March,2018 for a period of more than six months from the date they became payable.
b) There are no amounts on account of goods and service tax, duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax and value added tax which have not been deposited are as under:
Name of the Statute |
Nature of the Dues |
Amount in |
Period to which the |
Forum where dispute is |
(Rs./lakhs) |
amount relate |
pending |
||
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax |
74.64 |
F.Y. 2005-2006 |
Deputy Commissioner of Sales Tax |
Value Added Tax - |
46.55 |
F.Y. 2005-2006 |
||
Penalty |
||||
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax |
42.85 |
F.Y. 2010-2011 |
Joint Commissioner of Sales Tax |
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax |
0.89 |
F.Y. 2010-2011 |
Deputy Commissioner of Sales Tax |
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax |
41.08 |
F.Y. 2012-2013 |
Joint Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
14.73 |
F.Y. 2010-2011 |
Deputy Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
49.95 |
F.Y. 2005-2006 |
Deputy Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
90.81 |
F.Y. 2010-2011 |
Joint Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
50.49 |
F.Y. 2012-2013 |
Joint Commissioner of Sales Tax |
Central Excise Act, 1944 |
Service Tax |
1.61 |
F.Y. 2011-2012 |
Customs, Excise and Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Service Tax |
2.65 |
F.Y. 2012-2013 |
Customs, Excise and Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Service Tax |
7.24 |
F.Y. 2012-2013 |
Customs, Excise and Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Service Tax |
17.90 |
F.Y. 2009-2010 to F.Y. 2011-2012 |
Customs, Excise and Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Service Tax |
19.49 |
F.Y. 2007-2008 to F.Y. 2010-2011 |
Customs, Excise and Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Service Tax |
553.87 |
F.Y. 2011-2012 to F.Y. 2014-2015 |
Commissioner Central Goods and Service Tax |
Service Tax- Penalty |
553.88 |
F.Y. 2011-2012 to F.Y. 2014-2015 |
viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks and debenture holders. The Company does not have any loans from Government.
ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). The term loans raised during the year have been applied for the purposes for which they were raised.
x. 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 instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.
xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Indian accounting standards.
xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ) as referred to in paragraph 6(f) under âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March, 2018.
We have audited the internal financial controls over financial reporting of Zee Learn Limited (âthe Companyâ) as of 31 March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For MGB & Co LLP
Chartered Accountants
Firm Registration Number 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Place: Mumbai
Date: 7 May 2018
Mar 31, 2017
Independent Auditorâs Report
To,
The Members of Zee Learn Limited 1. Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of Zee Learn Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2017, 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 (herein after referred to as âstandalone financial statementsâ).
2. Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 and Companies (Accounting Standards) Amendment Rules, 2016. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. While conducting the 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 there under.
We conducted our audit of the standalone financial statements 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 standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone 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.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, 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, of the state of affairs of the Company as at 31 March 2017 and its profit and its cash flows for the year ended on that date.
5. Report on Other Legal and Regulatory Requirements
I. As required by the Companies (Auditorâs Report) Order, 2016 issued by the Central Government of India in terms of Section 143(11) of the Act (âthe Orderâ) 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 give in the âAnnexure Aâ, a Statement on the matters specified in paragraphs 3 and 4 of the Order.
II. 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 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 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 and Companies (Accounting Standards) Amendment Rules, 2016.;
e) On the basis of the written representations received from the directors as on 31 March 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
g) With respect to the other matters to be included in the Auditorâs 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 - Refer Note 31 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016, on the basis of information available with the Company. Based on audit procedures, and relying on managementâs representation, we report that disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. Refer Note 35 to the standalone financial statements.
Annexure referred to in Paragraph 5(I) under "Report on Other Legal and Regulatory Requirementsâ of our report of even date to the members of the Company on the standalone financial statements for the year ended 31 March 2017.
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) All the fixed assets have been physically verified by the management during the year which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.
(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are not available for verification for freehold land having Gross block / Net block of Rs. 5.85 lacs.
ii. The physical verification of inventory including stocks lying with third parties have been conducted by the Management at reasonable intervals during the year. In respect of inventory lying with third parties, these have been confirmed by them. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans/guarantees given, investments made and securities provided by it.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.
vii. According to the records of the Company, examined by us and information and explanations given to us:
a) Undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2017 for a period of more than six months from the date they became payable.
b) There are no amounts on account of duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax, value added tax and income tax which have not been deposited are as under:
Name of the Statute |
Nature of the Dues |
Amount in (Rs./lakhs) |
Period to which the amount relate |
Forum where dispute is pending |
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax (including interest) Value Added Tax - Penalty |
74.64 46.55 |
F.Y. 2005-2006 F.Y. 2005-2006 |
Assistant Commissioner of Sales Tax |
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax |
43.10 |
F.Y. 2010-2011 |
Deputy Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
49.95 |
F.Y. 2005-2006 |
Assistant Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
99.32 |
F.Y. 2010-2011 |
Deputy Commissioner of Sales Tax |
Central Sales Tax Act, 1956 |
Sales Tax |
74.55 |
F.Y. 2011-2012 |
Deputy Commissioner of Sales Tax |
Central Excise Act,1944 |
Service tax Service Tax -Penalty |
1.79 0.10 |
F.Y. 2011-2012 F.Y. 2011-2012 |
Deputy commissioner of service tax |
Central Excise Act,1944 |
Service tax |
2.95 |
F.Y. 2012-2013 |
Assistant Commissioner of service tax |
Service Tax -Penalty |
0.10 |
F.Y. 2012-2013 |
||
Central Excise Act,1944 |
Service tax |
9.04 |
F.Y. 2012-2013 |
Additional Commissioner of Service tax |
Service Tax -Penalty |
1.00 |
F.Y. 2012-2013 |
||
Central Excise Act,1944 |
Service tax |
57.87 |
F.Y.2009-2010 to |
Additional Commissioner of Service tax |
Service Tax -Penalty |
57.97 |
F.Y. 2011-2012 |
||
Central Excise Act,1944 |
Service tax |
21.66 |
F.Y. 2007-2008 to |
Additional Commissioner of Service tax |
Service Tax -Penalty |
21.66 |
F.Y. 2010-2011 |
||
Central Excise Act,1944 |
Service tax-Show Cause cum Demand Notice |
553.88 |
F.Y. 2011-2012 to F.Y. 2014-2015 |
Additional Director General |
The Income Tax Act, 1961 |
Income Tax |
16.51 |
F.Y. 2010-2011 |
Income Tax Officer |
viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks and debenture holders. The Company does not have any loans from Government.
ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and terms loans during the year.
x. 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 instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.
xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Actâ) as referred to in paragraph 5(II)(f) under ââReport on Other Legal and Regulatory Requirementsâ of our report of even date to the members of the Company on the standalone financial statements for the year ended 31 March 2017.
We have audited the internal financial controls over financial reporting of Zee Learn Limited (âthe Companyâ) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For MGB & Co LLP
Chartered Accountants
Firm Registration Number 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Mumbai, 25 April 2017
Mar 31, 2016
To,
The Members of Zee Learn Limited 1. Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of Zee Learn Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March, 2016, 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.
2. Managementâs 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 (âthe Actâ) with respect to the preparation and presentation 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.
3. Auditorâs 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 there under.
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 control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, 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, of the state of affairs of the Company as at 31 March, 2016 and its profit and its cash flows for the year ended on that date.
5. Emphasis of Matter
We draw attention to Note 37 to the audited standalone financial results regarding insurance claim receivable. The loss, if any will be accounted on final settlement of claim by insurance company.
Our opinion is not modified in respect of the above matter
6. Report on Other Legal and Regulatory Requirements
I. As required by the Companies (Auditor''s Report) Order, 2016 issued by the Central Government of India in terms of Section 143(11) of the Act (hereinafter referred to as the âOrderâ) 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 give in the âAnnexure Aâ, a Statement on the matters specified in paragraphs 3 and 4 of the Order.
II. 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 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 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 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
g) 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 - Refer Note 31 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure - A to the Independent Auditorâs Report Annexure referred to in Paragraph 6(I) under the heading of "Report on Other Legal and Regulatory Requirementsâ of our report of even date to the members of Zee Learn Limited on the standalone financial statements for the year ended 31 March, 2016, we report that:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.
(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are not available for verification for freehold land having Gross block / Net block of Rs. 5.85 lacs.
ii. The physical verification of inventory including stocks lying with third parties have been conducted by the Management at reasonable intervals during the year. In respect of inventory lying with third parties, these have been confirmed by them. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans/guarantees given, investments made and securities provided.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.
vi. We have broadly reviewed the cost records maintained by the Company prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.
vii. According to the records of the Company, examined by us and information and explanations given to us:
a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March, 2016 for a period of more than six months from the date they became payable.
b) There are no amounts on account of duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax, value added tax and income tax which have not been deposited are as under:
Name of the Statute |
Nature of the Dues |
Amount in (Rs./lacs) |
Period to which the amount relate |
Forum where dispute is pending |
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax Value Added Tax - Penalty |
75.64 46.55 |
F.Y. 2005-2006 |
Deputy Commissioner of Sales Tax (Appeals) |
Central Sales Tax Act, 1956 |
Sales Tax |
3.44 6.16 52.95 |
F.Y. 2003-2004 F.Y. 2004-2005 F.Y. 2005-2006 |
Deputy Commissioner of Sales Tax (Appeals) |
Central Sales Tax Act, 1956 |
Sales Tax |
74.55 |
F.Y. 2011-2012 |
Joint Commissioner of Sales Tax (Appeals) |
Bombay Sales Tax Act, 1959 |
Sales Tax |
3.07 3.67 6.66 |
F.Y. 2002-2003 F.Y. 2003-2004 F.Y. 2004-2005 |
Deputy Commissioner of Sales Tax (Appeals) |
Central Excise Act,1944 |
Service tax |
57.87 |
F.Y.2009-2010 to F.Y. 2011-2012 |
Commissioner of Service tax |
Central Excise Act,1944 |
Service tax Service Tax -Penalty |
21.66 21.66 |
F.Y. 2007-2008 to F.Y. 2010-2011 |
Commissioner of Central Excise (Appeals) |
Central Excise Act,1944 |
Service tax Service Tax -Penalty |
1.79 0.10 |
F.Y. 2011-2012 |
Commissioner of Central Excise (Appeals) |
Central Excise Act,1944 |
Service tax |
2.95 |
F.Y.2012-13 |
Commissioner of Service Tax (Appeals) |
Central Excise Act,1944 |
Service tax |
9.04 |
F.Y.2012-13 |
Additional Commissioner of Service Tax |
The Income Tax Act, 1961 |
Income Tax |
16.51 |
F.Y. 2010-11 |
Income Tax Officer |
viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions or banks and debenture holders. The Company does not have any loans from Government.
ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and terms loans during the year.
x. 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 instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.
xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure - B to the Independent Auditorâs Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Actâ) as referred to in paragraph 6(II)(f) of the Independent Auditorâs Report of even date to the members of the Zee Learn Limited on the standalone financial statements for the year ended 31 March, 2016.
We have audited the internal financial controls over financial reporting of Zee Learn Limited (âthe Companyâ) as of 31 March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For MGB & Co. LLP
Chartered Accountant
Firm Registration Number 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Mumbai, 13 May, 2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Zee Learn Limited ("the Company"), which comprise the Balance Sheet
as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow
Statement forthe year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management's Responsibility forthe Standalone Financial Statements
2. The Company's Board of Directors is responsible forthe 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 of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
3. 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.
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, whetherdue to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
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
4. In our opinion and to the best of our information and according to
the explanations given to us, 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, of the state of
affairs of the Company as at 31 March 2015, and its profit and its cash
flows forthe year ended on that date.
Report on Other Legal and Regulatory requirements
5. As required by the 'Companies (Auditor's Report) Order, 2015'
issued by the Central Government of India in terms of Section 143 (11)
of the Act (hereinafter referred to as the "Order") 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 give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.
6. 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
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 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 and taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2015 from being appointed as a
director in terms of Section 164 (2) of the Act;
f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 30 to the
financial statements;
ii. The Company did not have any long term contracts including
derivative contracts which there were any material foreseeable losses;
and
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure referred to in Paragraph 6 under the heading of "Report on
Other Legal and Regulatory Requirements" of our report of even date to
the members of Zee Learn Limited on the standalone financial statements
for the year ended 31 March 2015.
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) The fixed assets have been physically verified by the management
during the year as per the phased program designed to cover all the
fixed assets over a period. In our opinion, the periodicity of physical
verification is reasonable having regard to the size of the Company and
nature of its assets. As informed to us, no discrepancies were noticed
on such verification.
(ii) (a) In our opinion and according to the information and
explanations given to us, the inventory except those lying with third
parties has been physically verified by the management at reasonable
intervals during the year. In respect of stock lying with third
parties, certain confirmations are yet to be obtained.
(b) In our opinion, except as given herein (a) above, the procedures of
physical verification of inventory followed by the management are
reasonable and adequate in relation to the size of the Company and the
nature of its business.
(c) As explained to us, the Company is maintaining proper records of
inventories and discrepancies noticed on physical verification of
inventories as compared to book records, which are not material, have
been properly dealt with in the books of accounts.
(iii) The Company has not granted any loan, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act.
(iv) 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 with regard
to purchase of inventory, fixed assets and sale of goods and services.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in the internal control systems in
respect of the aforesaid areas.
(v) The Company has not accepted any deposits from the public within
the meaning of Sections 73 to 76 of the Act and the rules framed
thereunder to the extent notified.
(vi) We have broadly reviewed the cost accounting records maintained by
the Company prescribed by the Central Government under Section 148 (1)
of the Act and are of the opinion that prima facie the prescribed cost
records have been maintained. However, we are neither required to
carry out nor have carried out detailed examination of such cost
accounting records with a view to determine whether they are accurate
or complete.
(vii) According to the records of the Company, examined by us and
information and explanations given to us:
(a) Undisputed statutory dues including provident fund, employees'
state insurance, income tax, sales tax, wealth tax, service tax, custom
duty, duty of excise, value added tax, cess and others as applicable
have generally been deposited regularly with the appropriate
authorities except delay in few cases. There are no undisputed amounts
payable in respect of aforesaid dues outstanding as at 31 March 2015
for a period of more than six months from the date they became payable.
(b) The dues of service tax, sales tax, value added tax and income tax
which are not deposited on account of any dispute are as under:
Name ofthe Statute Nature of the Dues Amount Period to which
(Rs in lakhs) the amount relate
Maharashtra Value Sales Tax 75.64 F.Y. 2005-2006
Added Tax Act, 2002 Sales Tax-Penalty 46.55 F.Y. 2005-2006
Central Sales Tax Sales Tax 3.44 F.Y. 2003-2004
Act, 1956
6.16 F.Y. 2004-2005
52.95 F.Y. 2005-2006
89.55 F.Y. 2011-2012
Bombay Sales Tax Sales tax 3.07 F.Y. 2002-2003
Act, 1959
3.67 F.Y. 2003-2004
6.36 F.Y. 2004-2005
Central Excise Service tax 57.87 F.Y. 2009-2010
Act, 1944 to F.Y. 2011-2012
21.66 F.Y. 2007-2008
to F.Y. 2010-2011
1.89 F.Y. 2011-2012
2.95 F.Y.2012-2013
9.04 F.Y.2012-2013
The Income Tax Income Tax 16.51 F.Y. 2010-2011
Act, 1961
Name of the Statute Forum where dispute is pending
Maharashtra Value Added Deputy Commissioner Sales Tax (Appeals)
Tax Act, 2002
Central Sales Tax Act, 1956 Deputy Commissioner Sales Tax (Appeals)
Joint Commissioner of Sales Tax (Appeals)
Bombay Sales Tax Act, 1959 Deputy Commissioner of Sales Tax (Appeals)
Central Excise Act, 1944 Commissioner of Service tax
Assistant Commissioner of Service Tax
Additional Commissioner of Service Tax
The Income Tax Act, 1961 Income Tax Officer
does not include penalty of Rs./lakhs 21.66
(c) There were no amounts required to be transferred to the Investor
Education and Protection Fund in accordance with the provisions of the
Companies Act, 1956 and the rules made thereunder.
(viii) The Company does not have accumulated losses exceeding fifty
percent of its networth at the end of the financial year. The Company
has not incurred any cash losses during the current financial year but
had incurred cash losses in the immediately preceding financial year.
(ix) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to banks, financial institutions and debenture
holders during the year.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantees for loans taken by a subsidiary from banks are prima facie
not prejudicial to the interests of the Company.
(xi) The Company has not taken any term loan during the year.
(xii) Based on the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the year.
For MGB&Co. LLP
Chartered Accountants
Firm Registration Number 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Mumbai, 27 May 2015
Mar 31, 2014
Report on the Financial Statements
1. We have audited the accompanying financial statements of Zee Learn
Limited ("the Company") which comprise the Balance Sheet as at 31
March, 2014, 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
2. Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013 and other
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
3. 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.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, 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 31 March, 2014;
(b) In the case of the Statement of Profit and Loss, of the Loss 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
7. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), issued by the Central Government of India in terms Section
227(4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
8. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
(c) The Balance Sheet, 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement dealt with by this report comply with
the applicable Accounting Standards referred to in sub-section (3C) of
Section 211 of the Act read with the General Circular 15/2013 dated 13
September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013 and other principles generally
accepted in India.
(e) On the basis of written representation received from the directors
and taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March, 2014, from being appointed as a director
in terms of Section 274(1)(g) of the Act.
Annexure referred to in Paragraph 8 under the heading of "Report on
Other Legal and Regulatory Requirements" of our report of even date.
(I) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
(b) All the fixed assets have been physically verified by the
management during the year. In our opinion, this periodicity of the
physical verification is reasonable having regards to the size of the
Company and nature of its assets. Discrepancies noticed on such
verification, which are not material, have been properly dealt with in
the books of accounts.
(c) In our opinion, the Company has not disposed off substantial part
of its fixed assets during the year and the going concern status of the
Company is not affected.
(ii) (a) The inventory has been physically verified (television content
verified with reference to title document / agreements except training
equipments lying with third parties) by the management at reasonable
intervals during the year.
(b) In our opinion, the procedures of physical verification of
inventory followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) In our opinion, the Company has maintained proper records of
inventory. As explained to us, there were no material discrepancies
noticed on physical verification as compared to the book records.
(iii) (a) The Company has not granted any loan, secured or unsecured,
to companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) According to the information and explanations given to us, the
Company has taken interest free unsecured loan from a Company covered
in the register maintained under Section 301 of the Act. The maximum
amount involved during the year is Rs. lakhs 9,262.50 and there is no
amount outstanding at the year-end.
(c) In our opinion and according to the information and explanations
given to us, the other terms and conditions on which loans have been
taken from Companies covered in the register maintained under Section
301 of the Companies Act, 1956 are prima- facie not prejudicial to the
interest of the Company.
(d) The Company is regular in repayment of the loan taken considering
the terms of the loan.
(iv) 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 with regard
to purchases of inventory, fixed assets and sale of goods and services.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in the internal control system in
respect of the aforesaid areas.
(v) According to the information and explanations given to us, there
are no contracts or arrangements the particulars of which are required
to be entered into the register maintained in pursuance to Section 301
of the Act except matters covered in paragraph (iii) above.
(vi) The Company has not accepted any deposits from the public during
the year.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We are informed that the Central Government has not prescribed
the maintenance of the cost records under Section 209(1) (d) of the
Companies Act, 1956 in respect of the Company''s activities.
(ix) According to the records of the Company examined by us and
information and explanations given to us:
(a) Undisputed Statutory dues including provident fund, investor
education and protection fund, income tax, sales tax, wealth tax,
service tax, custom duty, excise duty, cess and others as applicable
have generally been regularly deposited with the appropriate
authorities. There are no undisputed amounts payable in respect of the
aforesaid dues outstanding as at 31 March, 2014 for a period of more
than six months from the date they became payable.
(b) According to the records of the Company, the dues of sales tax,
income tax and service tax which are not deposited on account of any
dispute are as under:
Name of the
Statute Nature of
the Dues Amount Period to
which the Forum where dispute
(Rs.
lakhs) amount
relate is pending
Maharashtra Sales Tax 75.64 F.Y.
2005-2006 Deputy Commissioner of
Value Added Sales Tax- 46.55 F.Y.
2005-2006 Sales Tax (Appeals)
Tax Act,
2002 Penalty
Central
Sales Tax Sales Tax 3.44 F.Y.
2003-2004 Deputy Commissioner of
Act, 1956 6.16 F.Y.
2004-2005 Sales Tax (Appeals)
52.95 F.Y.
2005-2006
Bombay
Sales Tax Sales tax 3.07 F.Y.
2002-2003 Deputy Commissioner of
Act, 1959 3.67 F.Y.
2003-2004 Sales Tax (Appeals)
6.66 F.Y.
2004-2005
Central
Excise Service
tax 57.87 F.Y.
2009-2010 to Commissioner of
Act,1944 F.Y.
2011-2012 Service tax
Central
Excise Service
tax 21.66* F.Y.
2007-2008 to Additional Commissioner
Act,1944 F.Y.
2010-2011 of Service tax
Central
Excise Service
tax 1.79 F.Y.
2011-2012 Assistant Commissioner
Act,1944 of Service tax
Central
Excise Service
Tax 2.95 F.Y.
2012-2013 Assistant Commissioner
Act,1944 of Service Tax
The Income
Tax Income Tax 16.50 F.Y.
2010-2011 Income Tax Officer
Act, 1961
* does not include penalty of Rs./lakhs 21.66.
(x) The Company has been registered for a period of less than five
years. Hence, the requirement of Clause (x) of paragraph 4 of the said
order is not applicable.
(xi) The Company has not defaulted in repayment of dues to banks,
financial institutions and debenture holders during the year.
(xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund
/ society
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments.
(xv) In our opinion, the terms and conditions of guarantees given by
the Company for loans taken by a subsidiary are prima-facie not
prejudicial to the interests of the Company.
(xvi) In our opinion and according to the information and explanations
given to us, the term loans raised during the year have been applied
for the purpose for which they were raised.
(xvii) According to information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that the funds raised on short term basis have not been used
for long term investments.
(xviii) The Company has not made any preferential allotment of shares
to companies or parties covered in the register maintained under
Section 301 of the Act.
(xix) The Company has not issued any secured debentures during the
year.
(xx) The Company has raised funds by issue of Global Depository
Receipts, which have been utilized for the purposes for which they were
raised as referred in Note 37.
(xxi) Based on the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the year.
For MGB & Co
Chartered Accountants
Firm Registration Number 101169W
Sanjay Kothari
Partner
Membership Number 048215
Mumbai, 29th May, 2014
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying fnancial statements of Zee Learn
Limited ("the Company") which comprise the Balance Sheet as at 31 March
2013, the Statement of Proft and Loss and Cash Flow Statement for the
year then ended and a summary of signifcant accounting policies and
other explanatory information.
Management''s Responsibility for the Financial Statements
2. Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows of the Company in accordance with
the Accounting Standards referred to in Section 211(3C) 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 fnancial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on these fnancial
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 fnancial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the fnancial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the fnancial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
company''s preparation and fair presentation of the fnancial 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 management, as well as evaluating the overall
presentation of the fnancial statements.
5. We believe that the audit evidence we have obtained is suffcient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, the said fnancial statements together
with the notes thereon, 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 31 March 2013;
b) In the case of the Statement of Proft and Loss, of the Loss of the
Company for the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash fows of the
Company for the year ended on that date.
Emphasis of Matter
7. We draw attention to Note 26 regarding remuneration paid / provided
in respect of whole-time director of the Company, in excess of the
limits prescribed under Section 198 read with schedule XIII to the Act,
which is subject to the approval of the Central Government.
Our opinion is not qualifed in respect of the above matter.
Report on Other Legal and Regulatory Requirements
8. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), issued by the Central Government of India in terms Section 227
(4A) of the Act, we give in the Annexure a statement on the matters
specifed in paragraphs 4 and 5 of the Order.
9. As required by Section 227(3) of the Act, 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, Statement of Proft and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(iv) In our opinion, the Balance Sheet, Statement of Proft and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in Section 211 (3C) of the Act; and
(v) On the basis of written representation received from the directors
as at 31 March 2013 and taken on record by the Board of Directors, none
of the directors is disqualifed as at 31 March 2013, from being
appointed as a director in terms of Section 274 (1) (g) of the Act.
Annexure referred to in Paragraph (8) under the heading of "Report on
Other Legal and Regulatory Requirements" of our report of even date
1) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fxed
assets.
(b) All the fxed assets, except training equipments lying with third
parties, have been physically verifed by the management during the
year. In our opinion, this periodicity of physical verifcation is
reasonable having regard to the size of the Company and the nature of
its assets. Discrepancies noticed on such verifcation, which are not
material, have been properly dealt with in the books of accounts.
(c) In our opinion, the Company has not disposed off substantial part
of its fxed assets during the year and the going concern status of the
Company is not affected.
2) (a) The inventory has been physically verifed (television content
verifed with reference to title documents/agreements) by the management
at reasonable intervals during the year.
(b) In our opinion, the procedures of physical verifcation of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion, the Company has maintained proper records of
inventory. As explained to us, there were no discrepancies noticed on
physical verifcation as compared to the book records.
3) (a) The Company has not granted any loan, secured or unsecured, to
companies, frms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loan, secured or unsecured, from
companies, frms or other parties covered in the register maintained
under Section 301 of the Act.
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 with regard
to purchases of inventory, fxed assets and sale of goods and services.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in the internal control system in
respect of the aforesaid areas.
5) According to the information and explanations given to us, there are
no contracts or arrangements the particulars of which are required to
be entered into the register maintained in pursuance to Section 301 of
the Act.
6) The Company has not accepted any deposits from the public during the
year.
7) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8) We are informed that the Central Government has not prescribed the
maintainence of cost accounting records under Section 209(1)(d) of the
Act in respect of the Company''s activities.
9) According to the records of the Company examined by us and
information and explanations given to us:
(a) Undisputed Statutory dues including provident fund, investor
education and protection fund, income tax, sales tax, wealth tax,
service tax, custom duty, excise duty, cess and others as applicable
have generally been regularly deposited with the appropriate
authorities. There are no undisputed amounts payable in respect of the
aforesaid dues outstanding as at 31 March, 2013 for a period of more
than six months from the date they became payable.
10) The Company has been registered for a period of less than fve years
and hence the requirement of clause (x) of paragraph 4 of the said
order is not applicable.
11) The Company has not defaulted in repayment of dues to banks,
fnancial institutions and debenture holders during the year.
12) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
13) The Company is not a chit fund or a nidhi / mutual beneft fund
/society
14) The Company is not dealing in or trading in shares, securities,
debentures and other investments.
15) In our opinion, the terms and conditions of guarantees given by the
Company for loans taken by subsidiaries are prima- facie not
prejudicial to the interests of the Company.
16) The term loan raised by the Company during the year has been
utilized for the purpose it is raised.
17) According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that the funds raised on short term basis have not been used
for long term investments.
18) The price at which shares are issued to parties covered in the
registered maintained under Section 301 of the Act is prima-facie not
prejudicial to the interests of the Company.
19) The Company has not issued any secured debentures during the year.
20) The Company has not raised any money by public issue during the
year.
21) Based on the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the year.
For MGB & Co.
Chartered Accountants
Firm''s Registration
Number 101169W
Sanjay Kothari
Partner
Membership Number 048215
Place: Mumbai
Date : 29 May 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Zee Learn Limited
( ACI-the Company ACI-) as at 31 March, 2012, the Statement of Profit and
Loss and the Cash Flow statement of the Company for the year ended on that
date, annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. 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 Companies Act, 1956 ( ACI-the Act ACI-), and on the basis of
such checks as we considered appropriate and according to the
information and explanations given to us, we annex hereto a statement
on the matters specified in paragraph 4 and 5 of the said Order.
4. We draw reference to
(a) Note 24 regarding Amalgamation of Essel Entertainment Media Limited
with the Company w.e.f. close of 31 March, 2011 as per the Scheme of
Amalgamation u/s 391 to 394 and other applicable provisions, approved
by the Hon'ble High Court at Bombay and effect thereof is given in
these financial statements as per the pooling of interest method
prescribed by AS 14 and the resultant difference of Rs. 888,125,054 is
adjusted against General Reserve.
(b) Note 26 regarding Managerial Remuneration for the year is subject
to approval of Central Government
5. Further to our comments in the annexure referred to in paragraph
(3) above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit ADs-
(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 ADs-
(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 ADs-
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow statement dealt with by this report comply with the
accounting standards referred to in Section 211 (3C) of the Act ADs-
(e) On the basis of written representations received from the
directors, as at 31 March, 2012 and taken on record by the Board, we
report that none of the Directors is disqualified as at 31 March, 2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act ADs-
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together the
significant accounting policies and notes thereon, 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 31 March, 2012 ADs-
(b) In the case of the Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date ADs- and
(c) In the case of the Cash Flow statement, of the cash flows of the
Company for the year ended on that date. Annexure referred to in
Paragraph (3) of Auditors' Report to the members of Zee Learn Limited
on the accounts for the year ended 31 March, 2012
1) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years except assets lying with third parties. In
our opinion, this periodicity of the physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. As informed, no material discrepancies were noticed on such
verification.
(c) During the year, there was no disposal of substantial part of fixed
assets.
2) (a) The inventory has been physically verified by the management at
reasonable intervals during the year.
(b) In our opinion, the procedures of physical verification of
inventory followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
(c) In our opinion, the Company has maintained proper records of
inventory. The discrepancies noticed on verification between physical
stocks and the book records were not material and have been properly
dealt with in the books of accounts.
3) (a) The Company has not granted any loan, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loan, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
4) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchases of inventory, fixed assets and sale of goods and services.
During the course of our audit, no major weaknesses were noticed in the
internal control system in respect of the aforesaid areas.
5) According to the information and explanations given to us, there are
no contracts or arrangements the particulars of which are required to
be entered into the register maintained in pursuance to Section 301 of
the Act.
6) The Company has not accepted any deposits from the public during the
year.
7) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8) We are informed that the Central Government has not prescribed the
maintenance of cost accounting records under Section 209 (1) (d) of the
Act in respect of the Company's activities.
9) According to the records of the Company examined by us and
information and explanations given to us:
(a) Undisputed Statutory dues including provident fund, investor
education and protection fund, income tax, sales tax, wealth tax,
service tax, custom duty, excise duty, cess and others as applicable
have generally been regularly deposited with appropriate authorities
except delay in few cases. There are no undisputed amounts payable in
respect of the aforesaid dues which have remained outstanding as at 31
March, 2012 for a period of more than six months from the date they
became payable except tax deducted at source of ' 292,236 which have
been since deposited.
(b) There are no disputed dues including income tax, sales tax, wealth
tax, service tax, custom duty, excise duty and cess which has not been
deposited except as stated under:
Name of the Nature of Amount (Rs.) Period to which Forum where
Statute the Dues the amount dispute is
relate pending
Maharashtra Sales Tax 7,564,093 F.Y. 2005-2006 Deputy
Value Added Comisioner of
Tax Act,1944 4,654,843 Sales Tax
(Appeals)
Central Sales Sales Tax 343,950 F.Y. 2003-2004 Deputy
Commissioner of
Tax Act 616,453 F.Y. 2004-2005 Sales Tax
(Appeals)
5,294,518 F.Y. 2005-2006
Bombay Sales Sales tax 306,981 F.Y. 2002-2003 Deputy
Commissioner of
Tax Act Sales Tax
(Appeals)
366,544 F.Y. 2003-2004
665,795 F.Y. 2004-2005
10) The Company has been registered for a period of not more than five
years. Hence, the requirement of Clause (x) of paragraph 4 of the said
order is not applicable.
11) The Company has not defaulted in repayment of dues to banks and
financial institutions during the year.
12) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
13) The Company is not a chit fund or a nidhi / mutual benefit fund /
society.
14) The Company is not dealing in or trading in shares, securities,
debentures and other investments.
15) In our opinion, the terms and conditions of guarantees given by the
company for loans taken by subsidiaries is prima-facie not prejudicial
to the interests of the company.
16) The term loan raised by the company during the year has been
utilized for the purpose it is raised.
17) According to information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we are of the
opinion that the funds raised on short term basis have not been used
for long term investments.
18) The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act.
19) The Company has not issued any secured debentures during the year.
20) The Company has not raised any money by public issue during the
year.
21) Based on the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the year.
For MGB ACY- Co
Chartered Accountants
Firm Registration Number 101169W
Sanjay Kothari
Partner
Membership Number 048215
Mumbai, May 16, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Zee Learn Limited
("the Company") as at March 31, 2011, and also the Profit and Loss
account and the Cash Flow statement for the period from the date of
incorporation i.e. January 4, 2010 to March 31, 2011, 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.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (the
ÃOrder) issued by the Central Government of India in terms of Section
227(4A) of the Companies Act, 1956 ("the Act"), and on the basis of
such checks as we considered appropriate and according to the
information and explanations given to us, we annex hereto a statement
on the matters specified in paragraph 4 and 5 of the said order.
4. Without qualifying our opinion, attention is drawn to:
(a) Note 2 in Schedule 17B regarding demerger of Education business
undertaking to the Company as at April 1, 2010 as per the Composite
Scheme of Amalgamation and Arrangement u/s 391 to 394 approved by the
Honorable High Court at Bombay and effect thereof is given in these
financial statements and resultant surplus of Rs 5,090.54 lacs is taken
to General Reserve.
(b) Note 11 in Schedule 17B regarding Managerial Remuneration for the
period is subject to approval of Central Government.
5. Further to our comments in the annexure referred to in paragraph
(3) above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the 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, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in Section 211 (3C) of the Act;
(e) On the basis of written representations received from the directors
and taken on record by the Board, we report that none of the directors
is disqualified as at March 31, 2011 from being appointed as a director
in terms of Clause (g) of sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together the
significant accounting policies and notes to accounts as per Schedule
17, 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:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
ii) In the case of the Profit and Loss Account, of the Profit for the
period from the date of incorporation i.e. January 4, 2010 to March 31,
2011; and
iii) In the case of the Cash Flow Statement, of the cash flows for the
period from the date of incorporation i.e. January 4, 2010 to March 31,
2011.
Annexure referred to in Paragraph (3) of Auditors report to the
members of Zee Learn Limited on the accounts for the period ended march
31, 2011
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation, of its fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner
over a period of three years except assets lying with third parties. In
our opinion, this periodicity of the physical verification is
reasonable having regard to the size of the Company and the nature of
its assets. As informed, no material discrepancies were noticed on such
verification.
(c) During the period, there was no disposal of substantial part of
fixed assets.
2. (a) The inventory has been physically verified by the management at
reasonable intervals during the period.
(b) In our opinion, the procedures of physical verification of
inventory followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) In our opinion, the Company has maintained proper records of
inventory. The discrepancies noticed on verification between physical
stocks and the book records were not material and have been properly
dealt with in the books of accounts.
3. (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loan, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal
control system commensurate with the size of the Company and the nature
of its business with regard to purchases of inventory, fixed assets and
sale of goods and services. We have not observed any continuing failure
to correct major weaknesses in internal controls system of the Company.
5. According to the information and explanations given to us, there
are no contracts or arrangements the particulars of which are required
to be entered into the register in pursuance of Section 301 of the Act.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public during the
period.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We are informed that the Central Government has not prescribed the
maintenance of cost accounting records under Section 209 (1) (d) of the
Act in respect of the Companys activities.
9. According to the records of the Company examined by us and
information and explanations given to us:
(a) Undisputed Statutory dues including Provident Fund, Investor
Education and Protection Fund, Income Tax, VAT, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and others as applicable have
generally been regularly deposited with appropriate authorities except
delay in few cases and non deposit of dues (since paid) of Employees
State Insurance Scheme due to pending registration with requisite
authorities. There are no undisputed amounts payable in respect of the
aforesaid dues which have remained outstanding as at March 31, 2011 for
a period of more than six months from the date became payable.
(b) According to the records of the Company, the dues outstanding of
Sales Tax and VAT on account of dispute are as follows:
Name of the
Statute Nature of the Amount Period to which
the Forum
where
dispute is
dues (Rs in
lacs) amount relate* pending
Maharashtra
Value Added Sales Tax 74.64 FY 2005-2006 Deputy
Commissioner
of
Tax Act, 2002 46.55 Sales Tax
(Appeals)
Central Sales
Tax Act Sales Tax 1.56 FY 2003-2004 Deputy
Commissioner
of
4.30 FY 2004-2005 Sales Tax
(Appeals)
49.95 FY 2005-2006
Bombay Sales
Tax Act Sales Tax 3.07 FY 2002-2003 Deputy
Commissioner
of
3.66 FY 2003-2004 Sales Tax
(Appeals)
6.66 FY 2004-2005
*pursuant to the Composite Scheme of Arrangement as referred in Note 2
of Schedule 17B.
10. The Company has been registered for a period of not more than five
years. Hence, the requirement of Clause (x) of paragraph 4 of the said
order is not applicable.
11. The Company has not defaulted in repayment of dues to banks,
financial institutions and debenture holders.
12. The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The Company is not chit fund or a nidhi/mutual benefit
fund/society.
14. The Company is not dealing in or trading in shares, securities,
debentures and other investments.
15. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from bank
or financial institution.
16. The Company has not raised any term loan during the period.
17. On the basis of review of utilization of funds which is based on
an overall examination of the Balance Sheet of the Company and related
information as made available to us, we report that short-term funds to
the extent of Rs 864.92 lacs have been used for long term investments.
18. The Company has not made preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the period.
19. The Company has not issued any secured debentures during the
period. However pursuant to the Composite Scheme of Arrangement, the
Company has been vested liability of secured debentures issued by ETC
Networks Limited. Further, the Company has created adequate securities
in respect of secured debentures except assignment of lease deed for
which extension has been granted by the debenture holders.
20. The Company has not raised any money by public issue during the
period.
21. On the basis of our examination and according to the information
and explanations given to us, no fraud on or by the Company has been
noticed or reported during the period.
For MGB & Co.
Chartered Accountants
Registration No. 101169W
Sanjay Kothari
Partner
Membership No. 48215
Mumbai, 20 May, 2011