Mar 31, 2014
We have audited the accompanying financial statements of Zenith
Computers 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 signifi cant
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 fl ows 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, 2014.
(b) in the case of the Profit and Loss Account, of the loss for the
year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash fl ows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specifi ed 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 and proper returns adequate for the purposes of our audit have
been received from branches.
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 and with the returns received from branches.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection (3C) of section 211 of the Companies Act, 1956 except
as referred to in notes on financial statements and more particularly
described hereunder:
(i) Term Loan of Rs.20 crores from Indian bank, which fell due in March
2013 and the Interest accrued and due thereon upto 31.3.2014 of Rs.3.32
crores has not been repaid till date. The said bank has claimed
further accrued interest of Rs.0.59 crores which is disputed by the
company. The same is disclosed under contingent liability referred to
in Note no.34 in Notes to financial statements.
(ii) The Working Capital Borrowing of Rs.21.19 crores from Indian bank,
and the interest accrued and due thereon upto 31.3.2014 of Rs.1.96
crores has not been repaid till date. The said bank has claimed further
accrued interest of Rs.2.14 crores which is not accepted by the
company. The same is disclosed under contingent liability referred to
in Note no.34 in Notes to financial statements.
(iii) The 0.50% Foreign Currency Convertible Bonds (due 2011) appearing
under Note no.3 are yet to be paid.
The FCCB principal, the accreted value thereon appearing under Note
no.3 and 34 and the coupon interest for the period 4.2.2011 to 4.8.2011
amounting to Rs.9.14 lakhs appearing under Note no.9 has not been
restated as at the Balance Sheet date, though required under AS11.
As per information given by the company, a petition has been filed in
the Bombay High Court by State Bank of India for recovery of their part
of the alleged investment in the said FCCB, which is disputed by the
company.
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.
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT Re: Zenith Computers
Limited (Referred to in paragraph 3 of our report of even date)
(i) The nature of the Company''s business activities during the year is
such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company for
the year ended 31st March, 2014.
(ii) In respect of Fixed Assets:
(a) The Company has maintained proper records to show full particulars,
including quantitative details wherever feasible and situation of fi
xed assets.
(b) The fi xed assets have been physically verifi ed by the Management
periodically and the frequency of verifi cation of fi xed assets is
reasonable having regard to the size of the Company and the nature of
its assets.
(c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the year..
(iii) In respect of Inventories:
(a) The stocks of fi nished goods, stores, spare parts and raw
materials have been physically verifi ed during the year by the
management. In our opinion, the frequency of verifi cation is
reasonable.
(b) The procedures of physical verifi cation of stocks followed by the
management are reasonable and adequate in relation to the size of the
Company, and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verifi cation.
(iv) According to information and explanations given to us, the Company
has not granted any loans, secured or unsecured, to companies, fi rms
or other parties covered in the register maintained under Section 301
of the Companies Act 1956.
(v) In our opinion and according to the information and explanations
given to us, 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 fi xed assets and for the
sale of goods and services.
(vi) In respect of particulars of contracts or arrangements entered in
the register maintained in pursuance of Section 301 of the Companies
Act 1956;
(a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and materials and
sale of goods, materials and services aggregating during the year in
excess of Rs. 5 Lakhs in respect of each party have been made at prices
that are reasonable having regard to the prevailing market prices of
such goods, materials or services or the prices at which transaction
for similar goods, materials or services have been made with other
parties.
(vii) The Company has not accepted any deposits from the public,
consequently the provisions of Section 58A, Section 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 are not applicable.
(viii) The Company''s internal audit work is being carried out by M/s S
R M & co., Chartered Accountants, Mumbai. In our opinion, the Company
has an adequate internal audit system commensurate with the size and
the nature of its business.
(ix) The books of account maintained by the Company pursuant to the
rules made by the Central Government for maintenance of cost records in
respect of the Company''s products under Section 209(1)(d) of the
Companies Act, 1956, are broadly reviewed by us and we are of the
opinion that prima facie, the prescribed accounts and records are
maintained. We have not, however, made a detailed examination of the
records, with a view to determining whether they are accurate or
complete.
(x) According to the information and explanations given to us in
respect of Statutory dues:
(a) The Company has been generally regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income-tax, Sales-tax, VAT,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess/LBT and any
other statutory dues with the appropriate authorities during the year.
(b) The disputed statutory dues that are pending before appropriate
authorities are as under:
SR. NAME NATURE AMOUNT FORUM
NO. OF THE OF DUES (RS. IN WHERE
STATUTE LAKHS) DISPUTE IS
PENDING
1 Central Sales Sales tax 168.39 Appellate
tax Act, 1956 Authorities/
and Sales tax Tribunal
& VAT Acts of
various States
2 Customs Act, Custom 305.72 Dy
1962 duty Commissioner
of Customs,
Adjudication
Cell, Mumbai
3 Central Excise Excise 517.15 Assistant
Act, 1944 duty Commissioner
of Central
Excise (Adj),
Goa
4 Finance Act, Service 109.63 Appellate
1994 tax Authorities/
Tribunal
5 BMC Act, Property 0.91 Local Authority
1888 tax
6 NMMC Act, Property 0.30 Local Authority
1992 tax
(xi) The Company has accumulated losses as at 31.3.2014. The company
incurred cash losses during the current year, and, had also incurred
cash losses in the immediately preceding financial year.
(xii) Based on the Audit procedures and on the information and
explanation given by the Management, we understand that the company has
defaulted in the repayment to Indian Bank of Term Loan, Working Capital
Borrowing and interest accrued thereon. Refer Notes to the Financial
Statements.
(xiii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks and financial institutions.
(xv) The term loan taken was applied for the purposes for which it was
taken.
(xvi) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the year for long term investment.
(xvii) The Company has not made any preferential allotment during the
year.
(xviii) No securities have been created by issue of debentures during
the year.
(xix) The Company has not raised any money by public issue during the
year.
(xx) 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
was noticed or reported during the year.
For C.L. Khanna & Co.
Chartered Accountants
(C.L. KHANNA)
Place: Mumbai Proprietor
Date : 28th May, 2014 (MEM.SHIP NO.004988)
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying fnancial statements of Zenith
Computers Limited ("the CompanyÂ), which comprise the Balance Sheet as
at March 31, 2013 and the Statement of Proft and Loss and Cash Flow
Statement for the year then ended, and a summary of signifcant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the ActÂ). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the fnancial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
cons iders internal control relevant to the Company''s preparation and
fair presentation of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient 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 fnancial 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 Proft and Loss Account, of the loss for the year
ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash fows 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
OrderÂ) 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 specifed 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 and proper returns adequate for the purposes of our audit have
been received from branches.
c) the Balance Sheet, Statement of Proft and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and with the returns received from branches.
d) in our opinion, the Balance Sheet, Statement of Proft and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (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 disqualifed 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.
Re: Zenith Computers Limited
(Referred to in paragraph 3 of our report of even date)
(i) The nature of the Company''s business activities during the year is
such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company for
the year ended on 31st March, 2013.
(ii) In respect of Fixed Assets:
(a) The Company has maintained proper records to show full particulars,
including quantitative details wherever feasible and situation of fxed
assets.
(b) The fxed assets have been physically verifed by the Management
periodically and the frequency of verifcation of fxed assets is
reasonable having regard to the size of the Company and the nature of
its assets.
(c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the year.
(iii) In respect of Inventories:
(a) The stocks of fnished goods, stores, spare parts and raw materials
have been physically verifed during the year by the management. In our
opinion, the frequency of verifcation is reasonable.
(b) The procedures of physical verifcation of stocks followed by the
management are reasonable and adequate in relation to the size of the
Company, and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verifcation.
(iv) According to information and explanations given to us, the Company
has not granted any loans, secured or unsecured, to companies, frms or
other parties covered in the register maintained under Section 301 of
the Companies Act 1956.
(v) In our opinion and according to the information and explanations
given to us, 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 fxed assets and for the sale
of goods and services.
(vi) In respect of particulars of contracts or arrangements entered in
the register maintained in pursuance of Section 301 of the Companies
Act 1956;
(a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and materials and
sale of goods, materials and services aggregating during the year in
excess of Rs. 5 Lakhs in respect of each party have been made at prices
that are reasonable having regard to the prevailing market prices of
such goods, materials or services or the prices at which transaction
for similar goods, materials or services have been made with other
parties.
(vii) The Company has not accepted any deposits from the public,
consequently the provisions of Section 58A, Section 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 are not applicable.
(viii) The Company''s internal audit work is being carried out by M/s S
R M & co., Chartered Accountants, Mumbai. In our opinion, the Company
has an adequate internal audit system commensurate with the size and
the nature of its business.
(ix) The books of account maintained by the Company pursuant to the
rules made by the Central Government for maintenance of cost records in
respect of the Company''s products under Section 209(1)(d) of the
Companies Act, 1956, are broadly reviewed by us and we are of the
opinion that prima facie, the prescribed accounts and records are
maintained. We have not, however, made a detailed examination of the
records, with a view to determining whether they are accurate or
complete.
(x) According to the information and explanations given to us in
respect of Statutory and other dues:
The Company has been generally regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income-tax, Sales-tax, VAT,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other
statutory dues with the appropriate authorities during the year.
(xi) The Company does not have accumulated losses at the end of the
current year. The company has incurred cash losses during the current
year, whereas, it did not incur cash losses in the immediately
preceding fnancial year.
(xii) Based on the Audit procedures and on the information and
explanation given by the Management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks.
(xiii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks and fnancial institutions.
(xv) The term loan taken was applied for the purposes for which it was
taken.
(xvi) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the year for long term investment.
(xvii) The Company has not made any preferential allotment during the
year.
(xviii) No securities have been created by issue of debentures during
the year.
(xix) The Company has not raised any money by public issue during the
year.
(xx) 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
was noticed or reported during the year.
For C.L. Khanna & Co.
Chartered Accountants
(C.L. KHANNA)
Place: Mumbai Proprietor
Date: 30th May, 2013 (MEM.SHIP NO.004988)
Mar 31, 2012
1. We have audited the attached Balance Sheet of Zenith Computers
Limited as at 31st March, 2012 and also the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conduct our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An Audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. 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 give in the Annexure, a statement on the
matters specified in paragraphs 4 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of such
books and proper returns adequate for the purposes of our audit have
been received from the branches.
(c) The Balance Sheet, Profit and 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 dealt with by this report 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 31st March, 2012 and taken on record by the Board of Directors,
we report that 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 Companies Act, 1956.
5. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with significant
accounting policies and other notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) In the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2012;
(ii) In the case of Profit and Loss Account of the profit 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
Re: Zenith Computers Limited
(Referred to in paragraph 3 of our report of even date)
(i) The nature of the Company's business activities during the year
is such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies
(Auditor's Report) Order, 2003 are not applicable to the Company for
the year ended on 31st March, 2012.
(ii) In respect of Fixed Assets:
(a) The Company has maintained proper records to show full particulars,
including quantitative details wherever feasible and situation of fixed
assets.
(b) The fixed assets have been physically verified by the Management
periodically and the frequency of verification of fixed assets is
reasonable having regard to the size of the Company and the nature of
its assets.
(c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the year.
(iii) In respect of Inventories:
(a) The stocks of finished goods, stores, spare parts and raw materials
have been physically verifiedduring the year by the management. In our
opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of stocks followed by the
management are reasonable and adequate in relation to the size of the
Company, and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) According to information and explanations given to us, the Company
has not granted any loans, secured or unsecured, to companies, firms or
other parties covered in the register maintained under Section 301 of
the Companies Act 1956.
(v) In our opinion and according to the information and explanations
given to us, 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.
(vi) In respect of particulars of contracts or arrangements entered in
the register maintained in pursuance of Section 301 of the Companies
Act 1956;
(a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and materials and
sale of goods, materials and services aggregating during the year in
excess of Rs. 5 Lakhs in respect of each party have been made at prices
that are reasonable having regard to the prevailing market prices of
such goods, materials or services or the prices at which transaction
for similar goods, materials or services have been made with other
parties.
(vii) The Company has not accepted any deposits from the public,
consequently the provisions of Section 58A, Section 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 are not applicable.
(viii) The Company's internal audit work is being carried out by M/s
S R M & co., Chartered Accountants, Mumbai. In our opinion, the Company
has an adequate internal audit system commensurate with the size and
the nature of its business.
(ix) The books of account maintained by the Company pursuant to the
rules made by the Central Government for maintenance of cost records in
respect of the Company's products under Section 209(1 )(d) of the
Companies Act, 1956, are broadly reviewed by us and we are of the
opinion that prima facie, the prescribed accounts and records are
maintained. We have not, however, made a detailed examination of the
records, with a view to determining whether they are accurate or
complete.
(x) According to the information and explanations given to us in
respect of Statutory and other dues:
(a) The Company has been generally regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income-tax, Sales-tax, VAT,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other
statutory dues with the appropriate authorities during the year.
(b) The disputed statutory dues that are pending before appropriate
authorities are as under:
SR. NAME NATURE OF AMOUNT FORUM
NO. OF THE DUES (RS. IN
LAKHS) WHERE
STATUTE DISPUTE IS PENDING
1 Central Sales Sales tax 203.56 Appellate
Tax Act, 1956 Authorities/
and Sales Tax Tribunal/
& VAT Acts of High Court
various States
2 Customs Act, Custom duty 305.72 Dy Commissioner
1962 of Customs,
Adjudication Cell,
Mumbai
3 Central Excise Excise duty 517.15 Asst. Commissioner
Act, 1944 of Central Excise
(Adj), Goa
4 BMC Act. Property tax 19.83 Small Causes
1888 Court, Mumbai
(xi) The Company neither has accumulated losses at the end of the year,
nor incurred cash losses during the current and the immediately
preceding financial year.
(xii) Based on the Audit procedures and on the information and
explanation given by the Management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks.
(xiii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks and financial institutions.
(xv) The term loan taken was applied for the purposes for which it was
taken.
(xvi) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the year for long term investment. _
(xvii) The Company has not made any preferential allotment during the
year.
(xviii) No securities have been created by issue of debentures during
the year.
(xix) The Company has not raised any money by public issue during the
year.
(xx) 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
was noticed or reported during the year.
For C.L. Khanna & Co.
Chartered Accountants
Place: Mumbai (C.L. KHANNA)
Date: 14th August, 2012 Proprietor
(MEM.SHIP NO.004988)
Mar 31, 2010
1. We have audited the attached Balance Sheet of Zenith Computers
Limited as at 31s1 March, 2010 and also the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conduct our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An Audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. 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 give in the Annexure, a statement on the
matters specified in paragraphs 4 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of accounts as required by law have
been kept by the Company so far as appears from our examination of such
books and proper returns adequate for the purposes of our audit have
been received from the branches.
(c) The Balance Sheet, Profit and 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 dealt with by this report 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 31st March, 2010 and taken on record by the Board of Directors,
we report that none of the Directors is disqualified as on 31st March,
2010 from being appointed as a Director in terms of Clause (g) of Sub
Section (1) of Section 274 of the Companies Act, 1956.
5. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with significant
accounting policies and other notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) In the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2010;
(ii) In the case of Profit and Loss Account of the profit 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 Re: Zenith Computers Limited
(Referred to in paragraph 3 of our report of even date)
(i) The nature of the Companys business activities during the year is
such that Clauses (xiii) and (xiv) of paragraph 4 of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company for
the year ended on 31st March, 2010.
(ii) In respect of Fixed Assets:
(a) The Company has maintained proper records to show full particulars,
including quantitative details wherever feasible and situation of fixed
assets.
(b) The fixed assets have been physically verified by the Management
periodically and the frequency of verification of fixed assets is
reasonable having regard to the size of the Company and the nature of
its assets.
(c) In our opinion and according to the information and explanations
given to us, the Company has not made any substantial disposals during
the year.
(iii) In respect of Inventories:
(a) The stocks of finished goods, stores, spare parts and raw materials
have been physically verified during the year by the management. In our
opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of stocks followed by the
management are reasonable and adequate in relation to the size of the
Company, and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) According to information and explanations given to us, the Company
has not granted any loans, secured or unsecured, to companies, firms or
other parties covered in the register maintained under Section 301 of
the Companies Act 1956.
(v) In our opinion and according to the information and explanations
given to us, 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.
(vi) In respect of particulars of contracts or arrangements entered in
the register maintained in pursuance of Section 301 of the Companies
Act 1956;
(a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and materials and
sale of goods, materials and services aggregating during the year in
excess of Rs. 5 Lakhs in respect of each party have been made at prices
that are reasonable having regard to the prevailing market prices of
such goods, materials or services or the prices at which transaction
for similar goods, materials or services have been made with other
parties.
(vii) The Company has not accepted any deposits from the public,
consequently the provisions of Section 58A, Section 58AA or any other
relevant provisions of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 are not applicable.
(viii) The Companys internal audit work is being carried out by M/s
SRM & co., Chartered Accountants, Mumbai. In our opinion, the Company
has an adequate internal audit system commensurate with the size and
the nature of its business.
(ix) The books of account maintained by the Company pursuant to the
rules made by the Central Government for maintenance of cost records in
respect of the Companys products under Section 209(1 )(d) of the
Companies Act, 1956, are broadly reviewed by us and we are of the
opinion that prima facie, the prescribed accounts and records are
maintained. We have not, however, made a detailed examination of the
records, with a view to determining whether they are accurate or
complete.
(x) According to the information and explanations given to us in
respect of Statutory and other dues:
(a) The Company has been generally regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other
statutory dues with the appropriate authorities during the year.
(b) Against the disputed dues of sales tax of Rs. 167.86 lakhs, Rs.8.08
lakhs has been deposited under protest as the matter is pending before
the Appellate Authorities.
(c) Against the disputed dues of excise duty of Rs.345.02 lakhs, entire
amount has been deposited under protest as the matter is pending before
the judicial authorities
(xi) The Company neither has accumulated losses at the end of the year,
nor incurred cash losses during the current and the immediately
preceding financial year.
(xii) Based on the Audit procedures and on the information and
explanation given by the Management, we are of the opinion that the
Company has not defaulted in the repayment of dues to banks.
(xiii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks and financial institutions.
(xv) The term loan taken was applied for the purposes for which it was
taken.
(xvi) According to the Cash Flow Statement and other records examined
by us and the information and explanations given to us, on an overall
basis, funds raised on short term basis have, prima facie, not been
used during the year for long term investment.
(xvii) The Company has not made any preferential allotment during the
year.
(xviii) No securities have been created by issue of debentures during
the year.
(xix) The Company has not raised any money by public issue during the
year.
(xx) 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
was noticed or reported during the year.
For C.L. Khanna & Co.
Chartered Accountants
Place: Mumbai (C.L. KHANNA)
Date: 29th May, 2010 Proprietor
(MEM.SHIP NO.004988)