Mar 31, 2018
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying standalone Ind AS financial statements of M/s VJTF EDUSERVICES LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, and 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 then ended, and a summary of the significant accounting policies and other explanatory information.
MANAGEMENTâS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the âActâ) 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.
AUDITORSâ RESPONSIBILITY:
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting 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 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 the 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, 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 the paragraphs 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 including other comprehensive income, the Cash Flow Statement 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 (Ind AS) prescribed 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, and 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 âAnnexure Bâ; and
g. With respect to the other matters to be included in the Auditorsâ 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 information and explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 31 to the financial statements.
ii. The Company does not have any Long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. No amounts were required to be transferred, to the Investor Education and Protection Fund by the Company.
ANNEXURE âAâ TO INDEPENDENT AUDITORSâ REPORT (Referred to in Paragraph (1) of our report of even date)
The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2018 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 report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(b) As informed to us, all property, plant and equipment have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, none of the immovable properties of the Company are held as property, plant and equipment. Therefore, in our opinion, the requirements on reporting under Clause 3 (i) (c) of the order are not applicable to the Company.
(ii) As the Company does not have any inventory, the provisions of Clause 3 (ii) of the Order are not applicable to the Company.
(iii) The company has granted unsecured loans to two companies covered in the register maintained under section 189 of the Companies Act, 2013 :
(a) The rate of interest and other terms and conditions on which the loans have been granted are not, prima facie, prejudicial to the interest of the company.
(b) We have been informed that repayment of principal and payment of interests are on demand. In our opinion and based on the information and explanation provided to us, we did not notice any delay in repayment of principal and payment of interest if demanded by the company, during the year.
(c) There are no amounts overdue for more than ninety days in respect of the loans granted.
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or provided any guarantees or security in connection with any loan to any party covered under Section 185 of the Act except those mentioned in Note 34 of accompanying financial statements. In respect of loans granted and security cum guarantee given during the year, the provisions of Section 186 of the Act are to be complied with. However, the Company has not made any Investments during the year.
(v) The Company has not accepted any deposits from the public.
(vi) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Act in respect of the activities carried on by the Company. Therefore, the provisions of Clause 3(vi) of the Order are not applicable to the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is regular in depositing the 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 any other statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, goods and service tax , duty of customs, duty of excise, and value added tax which have not been deposited by the Company on account of disputes except for rectifications pending at Traces Portal aggregating to Rs. 9.39 Lakh for various earlier years.
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings from financial institutions and banks, except for minor delays in payment of interest. As the Company has not borrowed any money from Governments or issued any Debentures, the question of dues payable to them does not arise.
(ix) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which those were obtained. However, the Company has neither raised any moneys by way of Initial Public Offer or Further Public Offer (including debt instruments).
(x) Based upon the audit procedures performed and information and explanations given by the management, we report that neither fraud on the Company by its officers or employees nor any fraud by the Company has been noticed or reported during the course of our audit.
(xi) The Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) As the Company is not a Nidhi company, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Section 177 and 188 of the Act, wherever applicable and details have been disclosed in the Financial Statements (Refer Note 34) as required by the applicable accounting standards.
(xiv) As the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, the provisions of Clause 3 (xiv) of the Order are not applicable to the Company.
(xv) As the Company has not entered into any non-cash transactions covered under Section 192 of the Act with the directors or persons connected with him, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
(xvi) As the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
M/s. VJTF EDUSERVICES LIMITED ANNEXURE âBâ TO THE AUDITORSâ REPORT
REFERRED TO IN PARAGRAPH 2 (f) OF THE INDEPENDENT AUDITORSâ REPORT OF EVEN DATE TO THE MEMBERS of VJTF Eduservices Limited on the standalone financial statements for the year ended 31stMarch, 2018. Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Act
We have audited the internal financial controls over financial reporting of M/s. VJTF EDUSERVICES LIMITED (âthe Companyâ) as of 31st 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 down 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 issued by the Institute of Chartered Accountants of India (âICAIâ). 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 the 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.
Auditorsâ 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 on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) 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 were 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 auditorsâ 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 authorizations of the management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 31st 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 on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.
For J. KALA & ASSOCIATES
CHARTERED ACCONTANTS
FIRM REGISTRATION. NO.: 118769W
Sd/-
PLACE: MUMBAI JAYESH KALA
DATE : 3 0th May, 2018 PARTNER
MEMBERSHIP NO.:101686
Mar 31, 2016
(Referred to in Paragraph (1) of our report of even date)
The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2016, 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 report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) As informed to us, all fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable property held as fixed asset are held in the name of the Company.
(ii) As the Company does not have any inventory, the provisions of Clause 3 (ii) of the Order are not applicable to the Company.
(iii) As the Company has not granted any loans or advances in the nature of loans to parties covered in the register maintained under Section 189 of the Act, the provisions of Clause 3 (iii) 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 not granted any loans or provided any guarantees or security in connection with any loan to any party covered under Section 185 of the Act except those mentioned in Clause 5 of Note 22 of accompanying financial statements. In respect of loans granted and security cum guarantee given during the year, the provisions of Section 186 of the Act are be complied with. However, the Company has not made any Investments during the year.
(v) The Company has not accepted any deposits from the public.
(vi) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Act in respect of the activities carried on by the Company. Therefore, the provisions of Clause 3(vi) of the Order are not applicable to the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is 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 with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, and value added tax which have not been deposited by the Company on account of disputes except for following:
Name of the statute |
Nature of dues |
Amount in Rs. |
Period to which the amount relates |
Forum where the dispute is pending |
The Income Tax Act,1961 |
Tax |
275,280 |
2007-08 |
ITAT Mumbai |
The Income Tax Act,1961 |
Penalty |
179,292 |
2007-08 |
ITAT Mumbai |
The Income Tax Act,1961 |
TDS Mismatch |
83,542 |
2009-10 |
CIT Mumbai |
The Income Tax Act,1961 |
TDS Mismatch |
285,409 |
2010-11 |
With I.T.O. for Rectification |
The Income Tax Act,1961 |
Tax |
6,642,500 |
2013-14 |
CIT Mumbai |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings from financial institutions and banks, except for minor delays in payment of interest to Banks. As the Company has not borrowed any money from Governments or issued any Debentures, the question of dues payable to them does not arise.
(ix) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which those were obtained. However, the Company has neither raised any moneys by way of Initial Public Offer or Further Public Offer (including debt instruments).
(x) Based upon the audit procedures performed and information and explanations given by the management, we report that neither fraud on the Company by its officers or employees nor any fraud by the Company has been noticed or reported during the course of our audit.
(xi) The Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) As the Company is not a nidhi company, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Section 177 and 188 of the Act, wherever applicable and details have been disclosed in the Financial Statements (Refer Clause 5 of Note 22) as required by the applicable accounting standards.
(xiv) As the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, the provisions of Clause 3 (xiv) of the Order are not applicable to the Company.
(xv) As the Company has not entered into any non-cash transactions covered under Section 192 of the Act with the directors or persons connected with him, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
(xvi) As the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
M/s. VJTF EDUSERVICES LIMITED ANNEXURE ''B'' TO THE AUDITORS'' REPORT
REFERRED TO IN PARAGRAPH 2 (f) OF THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS of VJTF Eduservices Limited on the standalone financial statements for the year ended 31st March, 2016.
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Act
We have audited the internal financial controls over financial reporting of M/s. VJTF EDUSERVICES LIMITED (''the Company'') as of 31st March, 2016, in conjunction with our audit of the standalone 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 down 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 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 the 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.
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 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 were 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 auditors'' 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 the 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 31st 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 on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.
For J. KALA & ASSOCIATES
CHARTERED ACCONTANTS FIRM
REGISTRATION. NO.: 118769W
Sd/-
PLACE: MUMBAI JAYESH KALA
DATE : 30th May, 2016 PARTNER
MEMBERSHIP NO.:101686
Mar 31, 2015
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying Standalone Financial Statements of
M/s. VJTF EDUSERVICES LIMITED (FORMERLY KNOWN AS ARTHEON FINANCE
LIMITED) ("the Company"), which comprise the Balance Sheet as at 31st
March, 2015, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:
The Company's 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 and presentation 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 of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITORS' 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 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 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 of
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 control system over financial
reporting and the operating effectiveness of the such controls. An
audit also includes evaluating the appropriateness of 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 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 31st March, 2015; its loss and its 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, 2015 ("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
statement on the matters specified in paragraphs 3 and 4 of the said
Order.
2. As required by Section 143 (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 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
of the Company 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 sub - Section (2)
of Section 164 of the Act; and
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 Clause 1(a) of
Note 24 to the financial statements.
(ii) The Company does not have any Long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
(iii) There were no amounts which were required to be transferred, to
the Investor Education and Protection Fund by the Company.
M/s. VJTF EDUSERVICES LIMITED (FORMERLY KNOWN AS ARTHEON FINANCE
LIMITED)
ANNEXURE TO INDEPENDENT AUDITORS' REPORT (Referred to in Paragraph (1)
of our report of even date)
(i) a. The Company is maintaining proper records showing full
particulars including quantitative details and situation of the fixed
assets.
b. As informed to us, all fixed assets have been physically verified by
the management. No material discrepancies were noticed on such physical
verification.
(ii) As the Company does not have any inventory, the provision of
clause (ii) of paragraph 3 of the Order is not applicable to the
Company.
(iii) As the Company has not granted, secured or unsecured, loans to
any party covered in the register maintained under Section 189 of the
Act, the provisions of clause (iii) (a) and (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 internal control system is commensurate with the size
of the Company and the nature of its business in respect of purchase of
fixed assets and for rendering of services. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal control system.
(v) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits during the year.
Therefore, the provisions of clause (v) of paragraph 3 of the Order are
not applicable to the Company.
(vi) As informed to us, the Central Government of India has not
prescribed maintenance of cost records under sub-section (1) of Section
148 of the Act for any of the products of the Company. Therefore, the
provision of clause (vi) of paragraph 3 of the Order is not applicable
to the Company.
(vii) a. The Company is generally regular in depositing undisputed
statutory dues including Provident Fund, Employees' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Duty of Customs, Service Tax, Duty
of Excise, Value Added Tax, Cess and other material statutory dues
applicable to it with appropriate authorities. No undisputed amounts in
respect of the aforesaid statutory dues were outstanding as at the last
day of the financial year 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 in
respect of Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of
Excise, Value Added Tax and Cess, which have not been deposited on
account of any dispute, except for the following:
Income Tax of Rs. 8,34,014 for the previous Assessment Years; appeal
whereof is pending with the Income Tax Appellate Tribunal, Mumbai.
c. There were no amounts which were required to be transferred, to the
Investor Education and Protection Fund by the Company in accordance
with the relevant provisions of the Companies Act,1956 (1 of 1956) and
rules made thereunder.
(viii) The Company's accumulated loss does not exceed fifty percent of
its net worth at the end of the financial year. The Company has
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
(ix) On the basis of our examination of records and according to the
information and explanations given to us, we report that the Company
has not defaulted in repayment of dues to banks except for minor delays
in payment of interest. As the Company has neither issued any
debentures nor borrowed any money from financial institution, the
question of dues payable to debenture holders or financial institution
does not arise.
(x) In our opinion, the terms and conditions on which Guarantee /
Security have been given by the Company for loans taken by Others from
Banks / Financial institutions are not prejudicial to the interest of
the Company.
(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
(xii) Based upon the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our
audit.
For J. KALA & ASSOCIATES
CHARTERED ACCONTANTS
FIRM REG. NO.: 118769W
JAYESH KALA
Place: Mumbai PARTNER
DATE: 29th May, 2015 MEMBERSHIP NO.: 101686
Mar 31, 2014
We have audited the accompanying financial statements of M/S VJTF
EDUSERVICES LIMITED (Formerly known as Artheon Finance 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
Eighteen months period then ended, and a summary of significant
accounting policies and other explanatory information.
Management 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 notified under the Companies Act, 1956 ("the
Act") read with the General Circular 15/2013 dated 13th September 2013
of the Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013 and in accordance with the accounting principles
generally accepted in India. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' 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 auditors'' 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 on 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:
1. In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
2. In the case of the Statement of Profit and Loss, of the loss for
the eighteen months period ended on that date; and
3. In the case of the Cash Flow Statement, of the cash flows for the
eighteen months period ended on that date.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
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
Statements 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 notified under
sub-section (3C) of Section 211 of the Act, read with the 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 Act.
Annexure to the Independent Auditors'' Report
(Referred to in Paragraph 1 under the heading of "report on other legal
and regulatory requirements " of our report of even date )
1. a) The Company is maintaining proper records showing full
particulars including quantitative details and situation of the fixed
assets.
b) As informed to us, fixed asset has 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. No
material discrepancies were noticed on such physical verification.
c) None of the substantial part of fixed assets has been disposed off
during the year.
2. Since there is no inventory with the Company. Therefore, the
provision of clause (ii) of Paragraph 4 of the Order is not applicable
to the Company.
3. a) In our opinion and according to the information and explanations
given to us, the Company has granted unsecured loans to Three parties
covered in the register maintained under Section 301 of the Act, the
maximum amount involved in the transactions was Rs. 2,087.05 Lakhs and
the year end balance was Rs. 1990.30 Lakhs.
b) In our opinion, the rate of interest, where applicable and other
terms and conditions on which loan have been granted are not
prima-facie, prejudicial to the interest of the Company.
c) The principal amount and interest, where applicable, in respect of
loans given by the Company are payable on demand. Therefore, there is
no question of being regular in payment of principal and interest.
d) There is no overdue amount in excess of Rs. 1 Lakh in respect of
loans granted, since repayment schedule is not stipulated and are
repayable on demand.
e) According to the information and explanations given to us, the
Company has taken unsecured loans from one party covered in the
register maintained under Section 301 of the Act, the maximum amount
involved in the transactions was Rs. 1,42,59,303 and the year end
balance was Rs. 26,000.
f) In our opinion, the rate of interest and other terms and conditions
on which loans have been taken are not prima-facie, prejudicial to the
interest of the Company.
g) The principal amount and interest in respect of Loans taken by the
Company are payable on demand. Therefore, there is no question of being
regular in payment of principal and interest.
4. In our opinion and according to the information and explanations
given to us, the internal control system is commensurate with the size
of the Company and the nature of its business in respect of purchase of
fixed assets. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in the internal control
system.
5. During the year, there are no transactions made in pursuance of
contracts or arrangements required to be entered in the register
maintained under Section 301 of the Act.
6. The Company has not accepted any deposits from the public within
the meaning of Section 58A, 58AA or any other relevant provisions of
the Act and Rules framed thereunder.
7. Although the Company has no formal internal audit system, as such,
its internal control procedures ensure reasonable internal checking of
financial and other records and this together with the continuous
inspection of branch books by the chief accountants of the Company can
be considered adequate considering the size and nature of its business
and operations.
8. As informed to us, the Central Government of India has not
prescribed maintenance of cost records under Section 209(1)(d) of the
Act for any of the products of the Company. Therefore, the provision
of clause (viii) of Paragraph 4 of the Order is not applicable to the
Company.
9. a) The Company is generally regular in depositing undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise
Duty, Cess and other material statutory dues applicable to it with
appropriate authorities. No undisputed amounts payable in respect of
the aforesaid statutory dues were outstanding as at the last day of the
financial year 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 in
respect of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax,
Excise Duty and Cess, which have not been deposited on account of any
dispute except for following:
i. Income Tax of Rs. 8,34,014 for the previous Assessment Years;
appeal whereof is pending with the Income Tax Appellate Tribunal,
Mumbai
ii. Property Tax of Rs. 4,25,000 till 31st March ,2014; appeal whereof
is pending with the Local Authorities.
10. The accumulated losses of the Company at the end of the financial
period are less than 50% of its net worth; however, Company has not
incurred cash losses during the period under audit, However there were
cash losses in the immediate preceding period.
11. On the basis of our examination of records and according to the
information and explanations given to us, the Company has not defaulted
in repayment of dues to its Banks, except for few minor delays in
payment of principal and interest thereon to the Bank.
12. As the Company has not granted any loans and advances on the basis
of security by way of shares, debentures and other securities, the
provision of clause (xii) of paragraph 4 of the Order is not applicable
to the Company.
13. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore, the provision of clause (xiii) of
Paragraph 4 of the Order is not applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in
shares, securities debentures and other investments. Therefore, the
provision of clause (xiv) of Paragraph 4 of the Order is not applicable
to the Company.
15. In our opinion and according to the information and explanations
given to us, the terms and conditions of a guarantee and security given
by the Company for the loan taken by the four parties covered in the
register maintained under Section 301, of the Act, from Bank are not
prima facie, prejudicial to the interest of the Company.
16. According to the records examined by us, the term loans have been
applied for the purposes for which the loans were obtained.
17. According to the records examined by us as well as information and
explanations given to us, we report that funds raised on short term
basis has not been used for long term investments. Therefore, the
provision of clause (xvii) of Paragraph 4 of the Order is not
applicable to the Company.
18. Based on the Audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made preferential allotment of shares during the year.
19. The Company has not issued any secured debentures, the provision
of clause (xix) of paragraph 4 of the order is not applicable to the
company.
20. The Company has not raised any money through a public issue, the
provision of clause (xx) of paragraph 4 of the order is not applicable
to the Company.
21. Based upon the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our
audit.
For J. KALA & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Registration No -
118769W
Place:- Mumbai JAYESH KALA
Date:- 30* May, 2014 PARTNER
Membership No.- 101686
Sep 30, 2012
1. We have audited the attached Balance sheet of ARTHEON FINANCE
LIMITED as at 30th September, 2012, the Statement of Profit and Loss
and the Cash Flow Statement for the eighteen months period ended on mat
date annexed thereto. These Financial Statements are the responsibility
of the Company''s management. Our responsibility is to express an
opinion on these Financial Statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
Financial Statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amount and
disclosure 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 Statements
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor''s Report) Order, 2003 as
amended by the Companies (Auditor''s Report) (Amendment) order, 2004
("die Order") issued by die Central Government of India in terms of
section 227(4A) of die Companies Act, 1956 ("the Act"), we enclose in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the said Order, to die extent applicable.
4. We draw reference to clause no. 5 of note no. 22 regarding
amalgamation of Vinay Jain''s Training Forum Pvt. Ltd. witii the Company
with effect from close of 31st March, 2011 (being appointed date) as
per the scheme under section 391 to 394 of the Act, approved by the
Honorable High Court at Bombay and effect thereof is given in these
financial statements as per die pooling of interest method prescribed
by AS-14 and die resultant difference of Rs. 93,652,709 considered as
goodwill.
5. 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 purposes of our
audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company as 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 the report comply with the
Accounting Standards notified under Companies (Accounting Standards)
Rules, 2006, to the extent applicable.
e) On the basis of written representations received from the Directors
as on 30th September, 2012 and taken on record by the Board of
Directors, we are of the opinion that none of the Directors are
disqualified as on 30* September, 2012 from being appointed as the
Directors in terms of clause (g) of sub section (1) of section 274 of
tire Act.
f) In our opinion and to the best of our information and according to
tire explanations given to us, die said accounts read together witii
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:
i) In so far as it relates to the Balance Sheet, of the state of
affairs of the Company as at 30th September, 2012 and ii) In so far as
it relates to die Statement of Profit and Loss, of tire Loss of the
Company for the eighteen months period ended on tiiat date. iii) In
the Cash Flow Statement, of the cash flows of the Company for the
eighteen montiis period ended on that date.
Annexure to the Auditors'' Report
(Ref erred to in Paragraph (3) of our report of even date)
1. a) The Company is maintaining proper records showing full
particulars including quantitative details and situation of the fixed
assets.
b) As informed to us, a substantial portion of the fixed assets has
been physically verified by the management during the eighteen months
period which in our opinion is reasonable having regard to the size of
the Company and the nature of its assets. No material discrepancies
were noticed on such physical verification.
c) None of the substantial part of fixed assets has been disposed off
during the period.
2. Since there is no inventory with the Company, the clause regarding
inventory is not applicable.
3. In our opinion and according to the information and explanations
given to us, the Company has not taken /granted unsecured loans from/to
any party 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, the internal control system is commensurate with the size
of the Company and the nature of its business in respect of purchase of
fixed assets and for the sale of services. During the course of our
audit, we have not observed any continuing failure to correct major
weaknesses in the internal control system.
5. According to the information and explanations given to us, the
Company has not entered in contracts or arrangements with the parties
in the register maintained as referred to in section 301 of the Act.
6. The Company has not accepted arty deposits from the public within
the meaning of section 58A, 58AA or any other relevant provisions of
the Act and Rules framed there under.
7. The Company has an internal audit system commensurate with its size
and nature of its business.
8. As informed to us, the Central Government of India has not
prescribed maintenance of cost accounting records under section 209(1)
(d) of the Act in respect of the Company''s activities.
9. a) The Company is generally regular in depositing undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Excise
Duty, Cess and other material statutory dues applicable to the Company
with appropriate authorities. No undisputed amounts payable in respect
of the aforesaid statutory dues were outs tan din g as at the last day
of the financial year 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 in
respect of Income Tax, Sales Tax, Custom Duty, Wealth Tax, Service Tax,
Excise Duty and Cess, which have not been deposited on account of any
dispute except for the following income tax dues:
S. Forum where
dispute is A. Y. Under Amount
No. pending. Section in Rs.
VJTF Pvt. Ltd.
1 I ITAT, Mumbai 2007-08 143 (3) 2,75,280
2 ITAT, Mumbai 2007-08 271 (l)(c) 1,79,292
3 Income Tax (TDS) 2008-09 201 (1) 83,542
Artheon Finance Ltd._
4 I Rectification
pending 2009-10 143 (1) 1,05,560
5 1 ACIT-7(2) 2010-11 143 (1) 1,90,340
Total 8,34,014
10. The accumulated losses of the Company at the end of the financial
period are less than 50% of its net worth, however, Company has
incurred cash losses during the financial year under audit as well as
immediately preceding financial year.
11. On the basis of our examination of records and according to the
information and explanations given to us, the Company has not defaulted
in repayment of dues to banks/financial institutions.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund/society.
14. In our opinion, 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 others are prima-facie, not prejudicial
to the interest of the Company.
16. According to the records examined by us, the term loans have been
applied for the purposes for which the loans were obtained.
17. According to the records examined by us as well as information and
explanations given to us, we report that funds raised on short term
basis have been used for long term investments to the extent of Rs.
11,560,465.
18. The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Act.
19. The Company has not issued any debentures.
20. The Company has not raised any money through a public issue.
21. Based upon the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our
audit.
For J. KALA & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Registration
No - 118769W
Place:- Mumbai
Date:- 5th March, 2013
AYESH4CA£A /PARTNER
Membership No. -101686
Mar 31, 2010
We have audited the attached Balance Sheet of "Artheon Finance Limited"
as at 31st March 2010 and also the Profit and Loss Account and also the
Cash Flow Statement for the year ended on that date annexed thereto.
These financial statements are the responsibility of the Companys
Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on test basis, evidence supporting the amounts and
disclosures in 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.
1. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we enclose in the Annexure, a statement on the
matter specified in Paragraph 4 and 5 of the said order:
2. Further to our comments in the Annexure referred to in paragraph 1
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 accounts as required by law have
been kept by the Company, so far as appears from our examination of the
books.
c. The Balance Sheet and Profit & Loss Account dealt with by this
report are in agreement with the Books of Accounts.
d. In our opinion, the attached Balance Sheet and Profit & Loss
Account and the cash flow Statement dealt with by this report complying
with the Accounting Standards referred in Sub-section 3(c) of Section
211 of the Companies Act, 1956. -
e. On the basis of the written representations received from the
Directors as on 31st March, 2010 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as on
31st March, 2010 from being appointed as a Director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us the said Accounts read together with the
notes thereon subject to Note 1 (III) (ii) regarding non-provision of
gratuity give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in confirmity with
the accounting principles generally accepted in India.
i) In the case of Balance Sheet, of the state of the affairs of the
Company as at 31st March, 2010 and
ii) In the case of the Profit & Loss Account of the Profit of the
Company for the year ended on that date.
iii) In the case of the cash Flow Statement of the Cash Flow for the
year ended or that date.
ANNEXURE TO THE AUDITORS REPORT :
REFERED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE:
1) a) The Company has maintained proper records showing full
particulars including quantitative details and situations of the Fixed
Assets.
b) These assets have been physically verified by the management at
reasonable intervals, which in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets According to
the information and explanations given to us, no material discrepancies
were noticed on such verification.
c) As per records of the Company and as explained to us, the Company
has not disposed off any substantial or major portion of fixed assets.
However during the current year, the company has discarded some fixed
assets.
2) According to the information and explanation given to us, and having
regard to the Companys Business the question of reporting on Clause 4
(ii)(a), 4(b) and 4(ii)(c)(relating to inventory) of the Companies
(Auditors Report) order 2003 as Amended by Companies (Auditors
Report) (Amendment) order 2004 (herein after referred to as the said
order ) does not arise.
3) a) As per information and explanation given to us, the company has
not granted unsecured loan to the company covered in the register
maintained under section 301 of the Companies Act, 1956.
b) As the company has not granted any unsecured loan, as mentioned
above, the direction of prejudicial to the company does not arise.
c) In view of our comments in para3 (a) and (b) above, reporting on
clause 4(iii) (c) and 4(iii) (d) of the said order does not arise.
d) According to the information and explanation given to us, the
company has not taken any loans Secured or Unsecured from Companies
firm or other parties covered in the register maintained under section
301 of the Act.
e) In view of the forgoing the question of reporting on clauses
4(iii)(f) and 4(iii)(9) of the said order does not arises.
4) In our opinion and according to the information and explanation
given to us, there is an adequate internal control procedure
commensurate with the Company and nature of its business for the
purchases and sale of Shares and securities, fixed assets and for the
sale of services.
5) In our opinion and according to the information and explanations
given to us, the company has not entered into any contract,
arrangements or transaction aggregating during the year to
Rs.5,00,000/- ( Rs. Five Lakhs Only) or more in respect of each party
being company, firm or other parties listed in the register maintained
under section 301 of the Companies Act 1956, other than the subsidiary
company as referred in Para 3(a) above.
6) The Company has not accepted any deposits from the public during the
year to which the directive issued by the Reserve Bank Of India and
provision of section 58A and Section 58AA and the rules framed there
under are applicable.
7) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
8 The Central Government has not prescribed the maintenance of cost
records under clause (d) of sub-section (1) of section 209 of the
Companies Act 1956 in respect of services and other activities carried
out by the Company. Accordingly, clause 4(iii) of the Order is not
applicable.
9) a) According to the records of the Company, the company is regular
in depositing undisputed statutory dues including Provident fund,
Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any
company is regular in depositing undisputed statutory dues including
Income-tax and any other statutory dues applicable to it, with the
appropriate authorities during the year.
b) According to the records of the Company, there is no disputed amount
payable on account of Sales Tax, Income Tax, Custom Duty, Wealth Tax or
Excise duty outstanding at the end of the financial year except demand
raised by income tax department of Rs.750795/- for the assessment year
2005-06 for which company preferred an appeal before commissioner of
income tax and same is pending.
10) As at the end of the financial year, the Company does not have
accumulated losses, which are less than fifty percent of its net worth.
It has not incurred cash losses during the financial year or in the
immediately preceeding financial year.
11) The company has neither taken any loans from financial institution
and bank or issued any debentures, Accordingly, clause 4(xi) of the
order is not applicable.
12) The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and/ or other security.
Accordingly, clause 4(xi) of the order is not applicable.
13) The company is not a chit fund, Nidhi, Mutual benefit Fund or a
Society. Accordingly, clause 4(xi) of the order is not applicable.
14) As per information and explanation given to us and records produced
before us the Company has maintained proper records of transaction and
contract in respect of trading in shares Debentures and other
securities and that timely entries have been made and those shares and
securities are held by the company in its own name.
15) According to the information and explanation given to us, the
Company has not given any guarantee for loans taken by others from bank
of financial institution during the year.
16) The Company has not raised any terms loans during the year.
17) As per records maintained and information given to us, the company
has not raised funds either on short term or long-term basis during the
year.
18) As informed to us, the company has not made any preferential
allotment of shares during the year.
19) The Company has not issued any debenture during the year.
20) The company has not raised any money by public issues during the
year.
21) According to the information and explanation given to us, no fraud
on or by the company has been noticed or reported during the year.
FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
MUMBAI, RASESH V. PARESH
PARTNER
DATED :6th SEPTEMBER, 2010 MEMBERSHIP NO. 38615
FIRM REG. NO.107488W