1. We have audited the attached Balance Sheet of M/s Vital
communications Ltd. as at 31st March, 2011 profit & Loss Account and
Cash Flow Statement of that date for the period ended on that date
annexed thereto. These financial statements are the responsibility of
the Company''s management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with 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
3. As required by the Companies (Auditor''s Report) Order 2003, issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Companies act, 1956 (hereinafter referred to as the
Act''), we enclosed in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the said Order, to the extent applicable:
4. Further to our comments in paragraph 3 above, we report that;
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
(ii) In our opinion, proper books of accounts as required by law have
been kept by the Company, so far as it appears from our examination of
(iii) The Balance Sheet and Profit & Loss Account dealt with by this
report are in agreement with the books of account.
(iv) In our opinion the Profit & Loss Account and the Balance Sheet
comply with the Accounting Standards referred to in Sub-section (3C) of
Section 211 of the Companies Act,1956.
(v) On the basis of written representations received from the
directors, as on 31st March, 2011 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(l) of section 274 of the Companies Act,1956.
(vi) In our opinion and to the best of out information and according to
the explanations given to us, the said accounts 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.
(a) In the case of Balance Sheet of the state of affairs of the Company
(b) In the case of Profit & Loss Account of the Loss for the year ended
on that date, and
(c) In the case of Cash Flow Statement for the year ended on that date
ANNEXURE TO THE AUDITORS REPORT
and on the basis of such checks of the books & records of the company
as we considered appropriate and according to the information and
explanations given to us, we further report that:
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
(b) The Company has physically verified during the year all its Fixed
Assets, in accordance with a programme of verification, which in our
opinion provides for physical verification of the fixed assets at
reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
(c) In our opinion and according to the information and explanations
given to us, the Company has not made any disposals of any fixed assets
during the year.
(ii) (a) The Inventory has been physically verified by the management
during the current year. In our opinion the frequency of such
verification is reasonable.
(b) The procedure for the physical verification of inventories followed
by the management are reasonable and adequate in relation to the size
of the company and the nature of its business.
( c) The company has maintained proper records of inventory. No
discrepancies were noticed on the physical verification between the
physical stock and books records were not material.
(iii) (a) The Company has neither taken nor granted any loans, secured
or unsecured from Companies, Firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956.
(b) Since the company has neither taken nor granted Loans to Companies,
covered in the Register maintained under Section 301 of the Companies
Act, 1956. Therefore issue of rate of interest and other terms and
conditions of loan are not applicable.
( c) The company has neither taken nor granted loan to , companies ,
covered in the Register maintained under Section 301 of the Companies
Act, 1956, Therefore issue of payment of principal are not applicable.
(d) Since the company has neither taken nor granted any loans from
Companies, Firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, therefore issue of
overdue balance is not applicable.
(iv) 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 the
business for the purchase of inventory and fixed assets and for the
sale of goods.
(v) (a) Based on the audit procedure applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there is no transactions that need to be entered into the
register maintained under Section 301.
(b) In our opinion and according to the information and explanations
give to us, there are no transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 and
exceeding the value of Five lakh rupees in respect of any party during
(vi) The company has not accepted any deposit during the year from the
public with in the meaning of provisions of Section u/s 58 A and 58 AA
of the Companies Act 1956 and the rules made there under. Hence, this
clause is not applicable to the company.
(vii) In our opinion, the company has an internal audit system
commensurate with its size and the nature of its business.
(viii) As informed to us, the Central Government has not prescribed the
maintenance of cost records under section 209(1 )(d) of the companies
(ix) According to the information and explanations given to us, the
company is regular in depositing undisputed statutory dues, including
Provident Fund, Investor Education and Protection Fund, Employees''
State Insurance, Income- tax, Sales tax, Wealth Tax, Custom Duty,
Excise Duty, cess and any other statutory dues as applicable with
appropriate authorities during the year. As at 31.3.2011 there are no
undisputed dues payable for a period of more than six months from the
date they became payable.
(x) The Company neither have accumulated losses at the end of the year,
nor incurred cash losses during the current year and the immediately
preceding financial year.
(xi) According to the information and explanation given to us there has
been dispute of the company with the financial institution and bank
with regard to the loan amount since a long time therefore repayment of
loan stands pending.
(xii) The company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
(xiii) The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
(xiv) In our opinion the company is not dealing in shares, securities,
debentures and other investments.
(xv) According to the information and explanation given to us, the
company has not given any guarantee for the loans taken by others from
banks and financial institutions.
(xvi) The company has not taken any term loan during the year.
(xvii) In our opinion and according to the information and explanations
given to us and as shown by the records examined by us no funds raised
on short term basis have been used for long term investment and vice
(xviii) The company has not made any preferential allotment of shares
to parties and companies covered in the register maintained u/s 301 of
the Companies Act, 1956 during the year.
(xix) The company has not issued any debenture, therefore the clause is
(xx) The company has not raised any money by public issues during the
(xxi) 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 G.P.Keshri & Associates
Place : New Delhi
(Gopal Prasad keshri)
Dated : 05 September2011 Prop.