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Auditor Report of Pressman Advertising Ltd.

Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Pressman Advertising Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date and a summary of the significant accounting policies and other explanatory information (herein after referred to as “Ind AS financial statements").

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS 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 Indian Accounting Standards (“Ind AS”) specified under Section 133 of the Act, read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 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 Company’s Directors, as well as evaluating the overall presentation of the 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 affair ofthe Company as at 31 st March, 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The financial information for the year ended 31 st March, 2017 and the transition date opening balance sheet as at 1 st April, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report dated 17th May, 2017 and 30th May, 2016 respectively expressed an unmodified opinion on those 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 is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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), the 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 Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of the written representations received from the directors as on 31st March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 Annexure B’.

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. There are no pending litigations having impact in its financial positions.

ii. The Company did not have any long-term contracts including derivative contract for which there were any foreseeable losses.

iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure ''A'' to the Independent Auditor''s Report

(Referred to in paragraph no.1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no immovable property is held in the name of the Company.

ii. The Company does not have any inventory at the close of the year. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, and 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, there are no loans, investments, guarantees and securities granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable and hence are not commented upon.

v. The Company has not accepted any deposits during the year and does not have any unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company.

vi. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.

vii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Service Tax, and Value Added Tax, Goods and Services Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There are no dues outstanding in respect of income tax, sales tax, service tax, duty of customs, duty of excise, Goods and Services Tax, value added tax and cess on account of any dispute.

viii. The Company has not taken any loan from any bank and there was no outstanding dues to any financial institutions, government or debenture holders during the year, hence, this clause is not applicable to the Company.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). The Company dis not avail any term loans during the year.

x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid managerial remuneration under 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. The provisions of clause 3(xii) are not applicable and hence not commented upon.

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 where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence reporting under clause 3(xiv) are not applicable.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

xvi. According to the information and explanations given to us, 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 Auditor''s Report

ANNEXURE B'' TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF PRESSMAN ADVERTISING LIMTED (Referred to in our report of even date)

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Pressman Advertising Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control staled in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting 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 Companies Act, 2013.

Auditors’ 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 on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. 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 Ind AS 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 Ind AS 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 Ind AS 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 company''s assets that could have a material effect on the Ind AS 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 March 31, 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Mookherjee Biswas & Pathak

Chartered Accountants

(Firm''s Registration No 301138E)

Sudersan Mukherjee

Kolkata Partner

May 29, 2018 Membership No.059159


Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of PRESSMAN ADVERTISING LIMITED (‘the Company’), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement and a summary of significant accounting policies and other explanatory information for the year then ended.

Management’s Responsibility for the Financial Statements

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

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We 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 qualified audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31stMarch 2016 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is drawn to Note no.9 regarding recognition of Deferred Tax Asset amounting to Rs.12,27,729/- which is based on future profitability projections made by the company. Our opinion in this regard is not qualified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A’ a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the directors as on 31st March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013;

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 Annexure ‘B’, 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. According to the information and explanation given to us there is no pending litigations having impact on its financial position in its financial statement.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. According to the records of the company, no amount is required to be transferred to the Investor Education and Protection Fund during the year.

Referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Pressman Advertising Limited (‘the Company’)

I. In respect of its fixed assets:

(a) The Company has maintained proper records showing in most cases, full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company have been physically verified by the management, the frequency of which in our opinion is reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification

c) According to the information and explanations given to us and on basis of our examination of records of the Company, no immovable property is held by the company.

II. No inventories were held by the company at the close of the year and hence the requirements of sub clause (a) to (c) of clause (ii) of the order are not applicable.

III. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 189 of the Companies Act, 2013. Therefore, clauses (iii) (a) and (iii) (b) of Paragraph 3 of the Order are not applicable to the Company

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 loans, and investments made.

V. According to the information and explanations given to us, the Company has not accepted any deposits from public during the year within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

VI. According to the information and explanations given to us, the requirements of mantenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the company during the year.

VII. According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Taxes, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed statutory dues outstanding for a period of more than six months from the date they became payable, as per books of accounts as at 31st March, 2016.

(b) According to the information and explanations given to us, there are no dues outstanding of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value added tax on account of any dispute

VIII. According to the information and explanations given to us, the company neither had any dues to banks, financial institutions or government nor issued any debentures.

IX. The company has not raised any money by way of initial public offer or further public offer including debt instruments and term loans during the year and accordingly the paragraph 3(ix) of the order is not applicable.

X. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

XI. According to the information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals maintained by the provisions of Section 197 read with schedule V of the Act.

XII. The company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

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 Companies Act, 2013 where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

XIV. According to the information and explanations give to us and based on our examination of the records of the Company, 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 information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Singhi & Co.,

Chartered Accountants

Firm Registration No 302049E

Sankar Bandyopadhyay

Partner

Kolkata, 30th May, 2016 Membership No.008230


Mar 31, 2015

We have audited the accompanying financial statements of Pressman Advertising Limited ("the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) ofthe CompaniesAct, 2013 ("the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 ofthe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions ofthe 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system overfinancial 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 ofthe 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is drawn to Note No. 9 regarding recognition of Deferred Tax Asset amounting to Rs. 13,24,464 which is based on future profitability projections made by the company. Our opinion in this regard is not qualified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we enclose a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143 (3) ofthe 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. According to the information and explanation given to us there is no pending litigation having impact on its financial position in its financial statement

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. According to the records of the company, no amount is required to be transferred to investor education and protection fund during the year.

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 WITH THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PRESSMAN ADVERTISING LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

b) The Fixed Assets were physically verified by the management, the frequency of which in our opinion is reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification.

ii. No inventories were held by the company at the close of the year and hence the requirements of sub clauses (a) to (c) of clause (ii) of the Order are not applicable.

iii. As per the information and explanations provided to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 and hence the requirements of clauses 3(iii) (a) & (b) of the Order are not applicable.

iv. On the basis of checks carried out during the course of audit and as per explanations given to us, in our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls in these respects.

v. The company has not accepted any deposit from public within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under. Accordingly other clauses of the order are not applicable.

vi. According to the information and explanations given to us, the requirements of maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the company during the year.

vii. a) According to the information and explanations given to us and on the basis of our examination of the books, the company has generally been regular in depositing the 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 any other statutory dues during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed dues as above were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable

b) According to the records of the company, there are no dues outstanding of Income tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess on account of any dispute.

c) According to the records of the company, no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. As per the records, the company does not have accumulated losses at the end of the year and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

ix. The company has not borrowed any amount from financial institutions and banks, and hence, the requirements of clause (ix) of the above Order are not applicable to the company.

x. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xi. According to the information and explanations given to us by the management, the Company has not availed any term loans, and hence, the requirements of clause (xi) of the above Order are not applicable to the company.

xii. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company, has been noticed or reported during the year.

For Singhi & Co., Chartered Accountants Firm Registration No 302049E

Sankar Bandyopadhyay Partner Kolkata, 26th May, 2015 Membership No.008230


Mar 31, 2014

We have audited the accompanying financial statements of Pressman Advertising Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and 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

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 General Cicular 15/2013 dated 13th September 2013 of the Ministry of corporate affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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 entity''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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according 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 March 31, 2014;

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

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

Emphasis of Matter

Attention is drawn to Note No. 10(a) regarding recognition of Deferred Tax Asset (Net) amounting to Rs 5,763,853 which is based on future profitability projections made by the company.

Our opinion in this regard is not qualified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; read with General Circular 15/2013 dated 13th September 2013 of the Ministry of corporate affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of our Report of even date to the members of Pressman Advertising Limited on the accounts of the company for the year ended 31st March, 2014

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As informed, the fixed assets were physically verified by the management periodically in a phased manner, which, in our opinion, is reasonable having regard to the size of the company and nature of its business. It has been explained to us that no material discrepancies were noticed on physical verification.

(c) In our opinion, no substantial part of fixed assets has been disposed of during the year, which has bearing on the going concern status of the Company.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loan secured or unsecured to/from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in Section 301 of the Companies Act 1956, have been entered in the register maintained under the said Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs entered into during the financial year are at the prices which are reasonable having regard to the prevailing market conditions at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

(viii) The company is not engaged in production, processing, manufacturing or mining activities and thus the provisions of clause 4 (viii) of the Order is not applicable to the company.

(ix) a) According to the information and explanations given to us, in our opinion, Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax and any other statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues unpaid for a period of six months from the date they become payable.

b) According to the information and explanations given to us and based on the records examined by us, there are no dues which has not been deposited on account of a dispute.

(x) As per the records, the Company does not have accumulated losses as at the end of the year and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

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

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is not dealing/trading in shares, securities, debentures etc. However, in respect of Investments, the company has maintained proper records which are required to be maintained for transactions and timely entries have been made therein. The investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co. Chartered Accountants

Firm Registration No. 302049E

Sankar Bandyopadhyay 1-B, Old Post Office Street, Partner

Kolkata, 30th May, 2014 Membership No. 008230


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Pressman Advertising Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and 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

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of 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. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according 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 March 31, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Other Matter

We draw attention to note no. 23(b)(ii) regarding preparation of the financial statements after giving the impact of Scheme for the reasons stated in the note. We have earlier issued a separate audit report dated 30.05.2013 on the financial statements of the company for the year ended 31.03.2013 without giving the impact of the scheme. This supersedes our audit report dated 30.05.2013 on the financial statements of the company for the year. However, our opinion in these matters is not qualified. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed, the fixed assets were physically verified by the management periodically in a phased manner, which, in our opinion, is reasonable having regard to the size of the company and nature of its business. It has been explained to us that no material discrepancies were noticed on physical verification.

(c) In our opinion, no substantial part of fixed assets has been disposed off during the year, which has bearing on the going concern status of the Company.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in Section 301 of the Companies Act 1956, have been entered in the register maintained under the said Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs entered into during the financial year are at the prices which are reasonable having regard to the prevailing market conditions at the relevant time.

(vi) The Company has not accepted any deposit from the

public during the year. (vii) The Company has an internal audit system commensurate

with its size and the nature of its business. (viii) The company has not been involved in any real estate project during the year and thus the provisions of clause 4 (viii) of the Order is not applicable to the company. (ix) a) According to the information and explanations given to us, in our opinion, Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax and any other statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues unpaid for a period of six months from the date they become payable. b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows:

(x) As per the records, the Company has no accumulated losses as at 31st March, 2013 and has not incurred cash losses during the current financial year ended on that date. However, the company had incurred cash loss in the immediately preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

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

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is not dealing/ trading in shares, securities, debentures etc. However, in respect of Investments, the company has maintained proper records which are required to be maintained for transactions and timely entries have been made therein. The investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

Sankar Banerjee

1-B, Old Post Office Street, Partner

Kolkata, 14th August, 2013 Membership No. 008230


Mar 31, 2012

We have audited the attached Balance Sheet of NUCENT ESTATES LIMITED as at 31st March, 2012 the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks 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 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by Law, have been kept by the Company, so far as appears from our examination of the books.

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) Based on the representations made by all the Directors, which was taken on record by the Board of Directors and the information and explanations as made available to us, none of the directors is disqualified as on 31st March, 2012 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 accounts read together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012

ii) in the case of Statement of Profit & Loss, of the Loss for the year ended on that date ; and

iii) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the Auditor's Report

(i) The Company does not have any fixed assets and as such this clause of the Order is not applicable.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither taken or granted any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) According to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) There has been no transactions required to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposit from the public.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given to us, the Central Government has not prescribed for maintenance of cost records under section 209(I)(d) of the Companies Act, 1956 for any of the areas in which the company is dealing.

(ix) a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax etc. as on 31st March, 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows:

Nature Asst. Amount Forum where of Dues Year Involved dispute is pending

Income Tax 1997-98 Rs.33,25,443/- CIT (Appeal)

(x) The Company does not have accumulated losses at the end of the financial year but it has incurred cash losses in the current year and in the immediately preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

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

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is dealing/ trading in shares and has maintained proper records which are required to be maintained for transactions and timely entries have been made therein, and shares have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.



For Singhi & Co. Chartered Accountants Firm Registration No. 302049E

S K Kothari Partner M. No. 54157

1-B, Old Post Office Street,

Place : Kolkata Date : the 24th day of May, 2012


Mar 31, 2011

We have audited the attached balance sheet of NUCENT ESTATES LIMITED as at 31st March, 2011 and also the profit & loss account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks 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 4 and 5 of the said order.

Further to our comments in the annexure referred to in paragraph above, we report that

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion , proper Books of Account as required by Law, have been kept by the Company, so far as appears from our examination of the books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) Based on the representations made by all the Directors, which was taken on record by the Board of Directors and the information and explanations as made available to us, none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the significant accounting policies and other notes as given in schedule I thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

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

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditor's Report

(i) The Company does not have any fixed assets and as such this clause of the Order is not applicable.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither taken or granted any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) According to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of Inventory and sales of goods. During the course of our audit, no major weakness has been noticed in these internal controls.

(v) There has been no transactions required to be entered into the register maintained in pursuance of Section 301 of the Companies Act,1956,

(vi) The company has not accepted any deposit from the public.

(vii) The company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given to us, the Central Government has not prescribed for maintenance of cost records under section 209(I)(d) of the Companies Act, 1956 for any of the areas in which the company is dealing.

(ix) a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax etc. as on 31st March, 2011 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows:

Nature Amount Forum where of Dues Involved dispute is pending

Income Tax Rs. 3325443/- CIT Appeals

(x) The Company has no accumulated losses at the end of the financial year. It has incurred cash loss in the current year but has not incurred any cash loss in the immediate preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

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

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is dealing/trading in shares and has maintained proper records which are required to be maintained for transactions and timely entries have been made therein, and shares have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures during the year.

(xx) The company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co. Chartered Accountants Firm Registration No. 302049E

S K Kothari Partner M. No. 54157

Place : Kolkata Date : the 20th Day of May, 2011


Mar 31, 2010

We have audited the attached balance sheet of NUCENT ESTATES LIMITED as at 31st March, 2010 and also the profit & loss account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks 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 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we report that

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion , proper books of account as required by Law, have been kept by the Company, so far as appears from our examination of the books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) Based on the representations made by all the Directors, which was taken on record by the Board of Directors and the information and explanations as made available to us, none of the directors is disqualified as on March 31st 2010 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 accounts read together with the significant accounting policies and other notes as given in schedule I thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010

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

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report

(i) The Company does not have any fixed assets and as such this clause of the Order is not applicable.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither taken or granted any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) According to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of Inventory and sales of goods.

During the course of our audit, no major weakness has been noticed in these internal controls.

(v) There has been no transactions required to be entered into the register maintained in pursuance of Section 301 of the Companies Act,1956,

(vi) The company has not accepted any deposit from the public.

(vii) The company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given to us, the Central Government has not prescribed for maintenance of cost records under section 209(I)(d) of the Companies Act, 1956 for any of the areas in which the company is dealing.

(ix) a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax etc. as on 31st March, 2010 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows :

(x) The Company has no accumulated losses at the end of the financial year but has incurred cash loss in the current financial year but not in the immediate preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

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

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is dealing/ trading in shares and has maintained proper records which are required to be maintained for transactions and timely entries have been made therein, and shares have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures during the year.

(xx) The company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.



For Singhi & Co. Chartered Accountants



Place : Kolkata S K Kothari

Date: the 27th Day of May, 2010 Partner

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