1. We have audited the attached Balance Sheet of Zensar Technologies
Limited (the Company) as at March 31, 2012, and the related Statement
of Profit and Loss and Cash Flow Statement for the year ended on that
date annexed thereto, which we have signed under reference to this
report. 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 the 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, as
amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
(together the Order), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of ''The Companies Act, 1956''
of India (the ''Act'') 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 give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the 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
(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
(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
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 Act;
(e) On the basis of written representations received from the
directors, as on March 31,2012 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, they said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2012;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure to Auditors'' Report
Refer to in paragraph 3 of the Auditors'' Report of even date to the
members of Zensar Technologies Limited on the financial statements for
the year ended March 31,2012
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of two years which, in our opinion, is reasonable having regard
to the size of the Company and the nature of its assets. Pursuant to
the programme, a portion of the fixed assets has been physically
verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
2. (a) The Company has granted unsecured loans, to two companies
covered in the register maintained under Section 301 of the Act. The
maximum amount involved during the year and the year-end balance of
such loans aggregated to Rs. 1,234.83 Lakhs and Rs. 1,164.23 Lakhs,
(b) In our opinion, the rate of interest and other terms and conditions
of such loans are not prima facie prejudicial to the interest of the
(c) In respect of the aforesaid loans, as stipulated, no installment of
principal and interest has fallen due during the year.
(d) In respect of the aforesaid loans, there is no overdue amount more
than Rupees One Lakh.
(e) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
3. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system 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. 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, no major weakness have been noticed or
4. (a) In our opinion, and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act 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 to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
5. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
6. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
7. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of income tax, provident fund, wealth tax, service tax, excise duty and
other material statutory dues, as applicable, with the appropriate
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income tax, sales tax, wealth tax and service tax as at March 31, 2012
which have not been deposited on account of a dispute, are as follows:
Name of the Nature of dues Amount Period to which the
statute (Rs. in Lakhs) amount relates pending
Sales Tax Sales Tax 1.96 Financial Year
Act Income Tax 7.94 Assessment Year
Act Income Tax 1.81 Assessment Year
Act Income Tax 41.27 Assessment Year
Act Income Tax 938.54* Assessment Year
Act Wealth Tax 29.92 Assessment Year
Service Tax Service Tax 18.46 Financial Year
Service Tax Service Tax 3.44 Financial Year
Name of the
statuta Forum where the
Sales Tax Andhra pradesh
Income Tax Assistant
of income Tax
Income Tax Deputy
of income Tax
Income Tax Assistant
of Income Tax
Wealth Tax commissioner
Act of Income Tax
Service Tax Commissioner
Service Tax Commissioner
* Rectification application has been filed by the Company against the
8. The Company has no accumulated losses.
9. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of destiny financial institution or bank or debenture
holders as at the balance sheet date.
10. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
11. The provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable to the
12. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
13. In our opinion, and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the Company.
14. The Company has not obtainnedany term loans.
15. On the basis of an overall examination of the balance sheet of the
Company, in our opinion, and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
16. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
17. The Company has not issued any debentures during the year; and
does not have any debentures outstanding as at the year end.
18. The Company has not raised any money by public issues during the
19. 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
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the Management.
20. The other clauses (ii), (viii), (xix) and (xx) of paragraph 4 of
the Companies (Auditor''s Report) Order 2003, as amended by the
Companies (Auditor''s Report) (Amendment) Order, 2004, are not
applicable in the case of the Company for the year, since in our
opinion there is no matter which arises to be reported in the aforesaid
For Price Waterhouse
Firm Registration Number: 301112E
Membership Number 48125