1. Report on the Financial Statements
We have audited the accompanying financial statements of MT Educare
Limited, which comprise the Balance Sheet as at 31st March, 2015,
Statement of Profit and Loss and the cash flow statement for the year
then ended, and a summary of the significant accounting policies and
other explanatory information.
2. Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (the Act) with respect
to the preparation and presentation of the financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
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.
3. Auditor''s Responsibility
Our responsibility is to express an opinion on the financial statements
based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. 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 the 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 financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Board of Directors,
as well as evaluating the overall presentation of the financial
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flow for the year
ended on that date.
5. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and 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 account as required by law have
been kept by the Company so far as it appears from our examination of
(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
(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements- refer note no. 26.1.1
to the financial statements.
ii. The Company has made provision as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure to the Independent Auditors'' Report
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
The Annexure referred to in our Independent Auditors'' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, we report that:
i. (a) The Company has maintained location wise records of fixed
assets in terms of value and quantity.
(b) All fixed assets have not been physically verified by the
management during the year but there is an annual programme of
verification in a phased manner which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
As informed, no material discrepancies were noticed on such
ii. (a) As explained to us by the Management, the production/making of
content requires various types of media to store the same. The
Management has physically verified such media CDs/ pen-drive/ SD Cards/
Tablets on which content is stored, at year end and we have relied on
the certificate issued by the Management for the physical count.
(b) The procedure for physical verification of inventory followed by
the Management is reasonable and adequate in relation to the size of
the Company and the nature of the 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
iii. In respect of the loans, secured or unsecured, granted by the
Company to companies, firms or other parties covered in the register
maintained under Section 189 of the Companies Act, 2013.
(a) The principal amount and interest thereon are receivable on demand
at the discretion of the company. In our opinion and according to the
information and explanation given to us, there is no irregularity found
in receipt of the principal and interest in current reporting period.
(b) In respect of the said loans and interest thereon, there are no
overdue amounts of more than Rupees One lakh.
iv. 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 fixed assets, for the purchase and sale of inventories and
for the sale of services. During the course of our audit no major
weakness has been noticed in the internal control system in respect of
v. In our opinion and according to the information and explanations
given to us the Company has not accepted any deposits from the public
so as to require any compliance of the directives of Reserve Bank of
India or the provisions of section 73 or 76 of the Companies Act, 2013.
As explained to us, the Company has not received any order passed by
the Company Law Board or the National Company Law Tribunal or any court
or other forum.
vi. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under Section 148(1)(d) of the
Companies Act, 2013 and are of the opinion that, prima facie, the
prescribed accounts and cost records have been maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Income Tax, Sales Tax/ Value
Added Tax, Service Tax and material statutory dues have been regularly
deposited during the year by the Company with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Employees'' State Insurance, Wealth Tax, Customs Duty and
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Income Tax,
Sales Tax/ Value Added Tax, Service Tax and other material statutory
dues were in arrears as at 31st March 2015 for a period of more than
six months from the date they became payable.
(b) Details of dues of income tax which have not been deposited as on
March 31, 2015 on account of any dispute are given below:
Rs. in lakhs
Nature Nature Amount Period Forum
of of Dues Involved to which where the
Statute the dispute is
The Income 57.48 A.Y. Rectification
Income- Tax 2007-08 pending
Tax Act, before A.O.
The Income 9.95 A.Y. ACIT
Income- Tax 2010-11
The Income 1.03 A.Y. ACIT
Income- Tax 2011-12
(c) The Company was not required to transfer any amount to investor
education and protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made there
viii. The Company has no accumulated losses as on 31st March, 2015.
The Company has not incurred any cash losses in the Current financial
year and in the immediately preceding financial year.
ix. Based on our audit procedures and on the information and
explanation given to us, in our opinion the Company has not defaulted
in repayment of dues to a bank as at the Balance sheet date and did not
have any amount outstanding to financial institutions or debenture
x. The Company has given guarantees for loans taken by others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
xi. The Company has raised term loans during the year and the same has
been applied for the purposes for which they were raised.
xii. During the course of our examination of the books and records of
the Company and according to the information and explanations given to
us, no material fraud on or by the Company has been noticed by us or
reported by the management.
For Shaparia Mehta & Associates LLP
(Firm''s Registration No. 1 12350W / W-100051)
Membership No. 034950
Date: May 13, 2015