1. We have audited the attached Balance Sheet of VINTAGE CARDS &
CREATIONS LIMITED as at March 31,2011, the Profit and Loss Account and
the Cash Row 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 responsible assurance about whether the
financial are free of material misstatement. An audit includes
examining, on attest 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
3. AS required by the Companies (Auditor's Report) Order, 2003, issued
by the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraphs 4 and 5 of the Said Order.
4. Further to our comments in the Annexure referred to above. we
a) We have obtained all the information and explanation which to the
best of our knowledge and belief were necessary for the purpose of our
audit except for the items mentioned in d(l) to (v) below
b) In our opinion, proper books of accounts are required by law, have
been kept by the Company so far as it appears from the examination of
such books. .
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) We further report that:
(i) All balance of debtors, creditors, advance given , current
liabilities and fixed deposits pledged with the sales tax authorities
are subject to confirmation, reconciliation and consequential
adjustments, if any,
(ii) In absence of proper records, we are unable to comment on the
valuation of the inventories. We have placed the reliance oh the
management representation in this regard.
(iii) The Company had received Rs. 91.00 lacs from various parties and
had shown it as equity share application money in the Last year Balance
Sheet. ln absence of any Board Resolution or any documentation; we are
unable to comment on the nature of these amounts received and the
treatment of the same in computation of EPS. The Management has
converted the same to Unsecured Loans in the Current year, but the
management does not have any documentation for the Same being approved
by relevant parties.
(iv) Refer schedule S- Note No. 14 of Notes to Accounts: The Company is
yet to issue Convertible warrants till the end of this report
(v) On the date of Signing of the Balance Sheet the Company has either
sold off or written off Most of the Fixed Assets. Also the Agreement
with Hallmark Inc. USA for use of the HALLMARKr Trademark and Logo is
cancelled. Thus the Going Concern status of the Company seems to be
affected unless the Management takes some fresh equity and steps to
review the Company are initiated.
e) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow statement dealt with by this report comply with the '
Accounting standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, and subject to (d) above, the said
accounts read with the notes thereon, give the information required by
the Companies Act, 1956, in the manner so required and give a true and
fair view in the conformity with the accounting principles generally
accepted in India:
(i) ln the case of the Balance Sheet, of the state of affairs of the
Company as at March,31,2011.
(ii) In the case of the Profit and Loss Account of the Loss of the
Company for the year ended on that date and
(iii) ln the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date,
5. On the basis of the written representations received from the
Directors as on March 31,2011 and taken on record that none of the
Director is disqualified as on March 31,2011, 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 Auditor's Report
AS required by the Companies (Auditor's Report) Order, 2003, issued by
the Central Government of India in terms of Section 227(4A) of the
Companies Act, 1956, we further report that:
1. Fixed Assets:
a) The Company has not maintained proper records showing full
particulars, including quantitative details and situation of Fixed
b) AS per information and explanations given to us and in our opinion,
the fixed assets have not been physically verified by the management at
reasonable intervals. Due to this, we are unable to comment on whether
any material discrepancies were noticed and if so whether the same have
been properly dealt with in the books of account.
c) In our opinion and as per the information and explanations given to
us, there was no significant disposal of fixed assets during the year
but on the Data of Signing of the Audit report major fixed assets have
been disposed off so the going concern assumption seems affected.
a) The Company has not conducted physical verification of inventory
during the year. Due to this we are unable to comment on whether the
procedures of physical verification of stock are reasonable and
adequate in relation to size of the Company and the nature of its
b) The Company has not maintained proper records of inventory. In
absence of proper records, we are unable to comment about the
discrepancies, if any between the physical stock and the book stock, if
3. Loans & Advances:
aj According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies,
firms or other parties listed in register maintained under section 301,
of the Companies Act, 1956.
b) The question of commenting on rates of interest and other terms and
conditions on the loans granted being prejudicial to the interest of
the Company, receipt of regular principal and interest and reasonable
steps taken for recovery of principal and interest does not arise.
c) The Company has taken loans from its wholly owned subsidiary
company. In respect of the said loans, the maximum amount outstanding
at any time during the year is Rs. 0.86 lacs and the yearend balance is
d) As informed to us, the loans taker) from the wholly owned subsidiary
company were interest free loans.
e) In respect of loan taken from subsidiary company, we are unable to
comment on the regularity in payment of principal amount as the terms
of repayment have not been stipulated.
4. In our opinion, internal control system of the company needs to be
strengthened in order to be commensurate to the size of the Company and
nature of its business, for the purchases of the inventory, fixed
assets and for the sale of goods and services. Further on the basis of
our examination of the books and records of the Company and according
to the information and explanations given to us, we have not observed
and continuing failure to correct major weaknesses in the internal
control systems, except in the areas of inventory and fixed assets.
5. a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in Section 301, of t
he Companies Act, 1956 have been entered in the register required to be
maintained under that section. b) In our opinion and according to the
information and explanations given the contracts or arrangements
entered into the register maintained under section 301 of the Companies
Act, 1956 are reasonable having regards to the prevailing market prices
at the relevant time and there are no transactions exceeding the value
of Rs 5,00,000/-in respect of any party during the year.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public within the
meaning of section 58A, section 58AA, or any other relevant provisions
of the companies Act 1956, and the Rules framed there under.
7. In our opinion, the Company needs to strengthen the internal audit
system considering the size of the Company and the nature of the
8. AS informed to us, the Central Government has not prescribed the
maintenance of cost records under section 209(1) (d) of the Companies
Act, 1956, for any of the products of the Company.
9. Statutory Dues:
a) According to the information and explanations given to us, and as
per the records of the Company in our opinion the Company is not
regular in depositing undisputed statutory dues including dues
permitting to Investor Education and Protection Fund, Provident Fund,
Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Value
added Tax, Service Tax, Custom Tax, Cess, and any other material
statutory dues as applicable with the appropriate authorities. WE have
been informed that the undisputed dues in respect of Income Tax, Sales
Tax, Employees State Insurance and Provident Fund were in arrears, as
on March 31,2011 for period of more than six months from the date they
became payable. The details are as follows:
Name of Statute Nature of dues Period to which Amount Rs.
Income Tax Act TDS on Salary 2009-10 266862
TDS on Rent 2006-07 324088
TDS on contracts 2007-08 177125
TDS on Professional 2007-08 239613
Fees 2009-10 45125
TDS on Commission 2007-08 40086
Sales Tax Act Sales tax dues Up to September 2010 4784588
Profession Tax Act Profession Tax 2007-08 135000
Fund and Provident Fund dues 1.4.09 to 30.9.10 324178
Insurance Act, ESIC dues Up to September 2010 47816
b) As according to the information and explanations given to us , there
are no dues of Income Tax, Sales Tax, Wealth Tax, Value added _Tax,
Service Tax, Custom duly or Cess outstanding on account of any dispute
other than the following.
Name of Statute Amount in Rs. Forum where dispute
Maharashtra Sales Tax Act 2734595/- Assistant Commissioner
of Commercial Taxes
Maharashtra Sales Tax Act 2071218/- Maharashtra Sales Tax
Income Tax Act, 1961 1553557/- Commissioner Appeals
10. According to the information and explanations given to us, the
Company has accumulated Losses as at the end of the financial year
which exceeds One Hundred percent of its net worth and it has incurred
cash losses in the current financial year and the immediate preceding
11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in the repayment of loans to banks. There are no dues to
financial institutions or debenture holders.
12. According to the information and explanations given to us and
based on the documents and records produced before us the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or any other securities.
13. In our opinion and according to the information and explanations
given to us, the nature of the activities of the business does not
attract any special statute applicable to chit fund and nidhi/mutual
14. In our opinion and according to the information and explanations
given to us, the Company does not deal or trade in shares, securities,
debentures and other investments.
15. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
other from banks or financial institutions.
16. The Company has not taken any new term loan during the year.
17. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, The
Cash Flow Statement and other records examined by us, the Company has
not used funds raised on short term basis for long term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Companies Act, 1956 during the year.
19. According to the information and explanations given to us, during
the year covered by our audit report, the Company has not issued any
20. The Company has not raised any money through a public issue during
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instances of
material fraud on or by the company, noticed or reported during the
year, nor have been informed of such case by management. '
For Uttam Abuwala &Co.,
(Firm Regn No:111184W)
Membership No: 135053