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0.25 (0.46%) | Auditor's Report (Zylog Systems) | Year End : Mar '12 |
1. We have audited the attached balance sheet of Zylog Systems Limited
(the Company) as at March 31, 2012, the statement of profit and loss
and also the cash flow statement 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 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 financial statements. An audit includes assessing the
accounting principles used and significant estimates made by the
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 (Auditor''s Report) Order, 2003, as
amended, by the Companies (Auditor''s Report) (Amendment) Order, 2004
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 matters specified in paragraph 4 & 5 of the said order.
4. Based on the written representations received from the directors as
on March 31,2012 and considered by the board, we report that none of
the directors is disqualified from being appointed as a director as on
March 31,2012 , in terms of section 274 (1) (g) of the Companies Act,
1956.
5. 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 purpose of the
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
those books; and proper returns adequate for the purpose of our audit
have been received from the branch in United States.The branch
auditor''s report has also been forwarded to us which was appropriately
dealt with.
(c) The balance sheet, statement of profit and loss and the cash flow
statement dealt with by this report are in agreement with the books of
account and with the audited returns from the branch.
(d) In our opinion, the balance sheet, statement of profit and loss and
cash flow statement dealt with by this report comply with accounting
standards referred to in sub section (3C) of section 211 of the
Companies Act, 1956.
(e) In our opinion and to the best of our information and according to
the explanations given to us,the said accounts give the information as
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 the affairs of the Company as at March 31, 2012;
(ii) in the case of the Statement of Profit and Loss account,of the
profit of the Company 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 Referred To In Paragraph 3 of the Auditors''Report
1. The provisions of Clauses of Paragraph 4 of the Companies
(Auditor''s Report) Order, 2003 as amended listed below are not
applicable to the Company for the year.
a) Clause 4 (viii) regarding maintenance of cost records under Section
209(1)(d) of the Companies Act,1956 is not applicable since no Cost
records have been prescribed.
b) Clause 4 (xiii) regarding special statute applicable to Chit Funds
and Nidhis / Mutual Benefit Fund and Societies since the Company does
not carry on such businesses.
2. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.The fixed
assets of the Company have been physically verified by the management
according to a phased program 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 verification.
3. No fixed assets have been disposed off during the year under review
which would give rise to the question of whether the status of the
Company has been impaired as a going concern.
4. The company is rendering InformationTechnology related
services.While majority of the activities of the company does not
require holding any inventory,the company has projects of executing
e-governance projects for State Governments. As part of project
implementation,the company buys pre-enabled smart cards and issues them
to the State Governments for the execution of the projects.This is
considered to be an item of stores inventory.The company has carried
out a physical verification of the inventory which procedures are
reasonable in relation to the size of the company and the nature of its
business.The company has maintained proper records of inventory and no
discrepancies were noticed on physical verification.
5. The Company has not given any loans,secured or unsecured,to any
company, firm or other parties listed in the Register maintained under
section 301 of the Act except to its wholly owned subsidiaries.
Accordingly, clauses (iii) (b), (iii) (c) and (iii) (d) of paragraph 4
of the Order are not applicable for the year.
6. The Company has not taken any loans, secured or unsecured, from any
company, firm or other parties listed in the Register maintained under
section 301 of the Act.Accordingly, clauses (iii) (e), (iii) (f) and
(iii) (g) of paragraph 4 of the Order are not applicable for the year.
7. In our opinion and according to the information and explanation
given to us, there are no contracts or arrangements the particulars of
which need to be entered into the register maintained in pursuance of
section 301 of the Companies Act.Accordingly, the requirements
prescribed by paragraph 4 (v) of the Order are not applicable.
8. 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 services.There is no
continuing failure to correct major weaknesses in internal control
system.
9. The company has not accepted any deposits from the public and hence
the requirements prescribed by paragraph 4 (vi) of the Order are not
applicable.
10. In our opinion and according to explanations given to us,the
Company has an internal audit system commensurate with the size and
nature of its business
11. (a) According to the information and explanations furnished to us,
the Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, ESI,
IncomeTax,SalesTax,Wealth Tax, Service Tax, Customs Duty, Excise Duty,
Cess and other material statutory dues applicable to it although there
have been slight delays in a few cases. There are no dues to be paid
into theInvestor Education Protection Fund.There were no arrears as
at 31st March 2012 for a period of more than six months from the date
they became payable.
(b) According to the information and explanations given to us, the
following are the dues unpaid in respect of Income Tax, Sales
Tax,Wealth Tax, Service Tax, Customs Duty and Excise Duty on account of
disputes.
Statute Nature of
the Dues Amt in lakhs Period to
which Forum where
the Dues
amount
relates of rupees
dispute is
pending
The Income
Tax Act, 1961 Disallowance
of expenses 16.22 AY 2001-02 Appellate Tribunal
The Income
Tax Act, 1961 Disallowance
of expenses 91.00 AY 2002-03 Appellate Tribunal
The Income
Tax Act, 1961 Disallowance
of expenses 3820.05 AY 2009-10 CIT (Appeals)
TN General Commercial Taxes
Sales tax Act. Sales tax
demand 19.32 2004-2005 Department
Service Tax
under Wrong
availment Commissioner of
the Finance
Act, 1994 of Cenvat
credit 77.69 2009-10 Service Tax
12. The Company has no accumulated losses as at March 31, 2012. The
Company has not incurred cash losses during the financial year covered
by our audit or in the immediately preceding financial year.
13. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks.There are no borrowings from financial institutions.
14. The requirements prescribed under Clause 4 (xii) regarding loans
granted against pledge of shares and securities etc. are not applicable
since the Company has not granted such loans.
15. The requirements prescribed under Clause 4 (xiv) regarding dealing
or trading in shares, securities, debentures or other investments etc.
are not applicable since the Company does not deal or trade in them.
16. The company has given guarantees for loans taken on behalf of its
subsidiaries to banks. In our opinion, the terms and conditions are not
prejudicial to the interest of the company.
17. In our opinion and according to the information and explanations
given to us, the term loans raised have been used for the purpose for
which the loans were obtained.
18. According to the information and explanation given to us and on an
overall examination of the balance sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment by company.
19. According to the information and explanation given to us, the
Company has not made any preferential allotment of shares to the
parties and companies covered in the register maintained u/s 301 of the
Companies Act 1956.
20. The requirements prescribed under Clause 4 (xix) regarding
creation of securities in respect of debentures are not applicable
since no issue of debentures has been made.
21. The Company has not raised any money by public issue during the
year.
22. According to the information and explanations given to us,no fraud
on or by the Company has been noticed or reported during the year under
audit.
For Brahmayya &Co
Chartered Accountants
Chennai Firm Reg No:000511S
May 25, 2012
P S Kumar
Partner
Membership No. 15590 |
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