zyden gentec ltd Auditors report


INDEPENDENT AUDITORS REPORT

To the MEMBERS OF zyden gentec limited

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of ZYDEN GENTEC LIMITED which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit & Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Managements Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards required 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 disclosures in the financial statements. The procedures selected depend on the auditors 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 auditors considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the 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; a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013. b) In the case of the Statement of Profit & Loss , of the Loss for the year ended on that date ; and c) In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

Emphasis of the matter

We draw your attention to the following paras stated in Note No.27- other explanatory information:

- Paras No. 2 and 3 regarding not providing the interest payable in respect of Term loans and other facilities taken by the company from banks and other financial institutions who have recalled the Term loans and other facilities due to defaults by the company; and

- Para No.18 regarding not providing depreciation in respect of building and plant and machinery of Hyderabad unit due to its being not in operation .

Our opinion is not qualified in respect of these matters.

Report on Other Legal and regulatory Requirements

1. As required by the Companies (Auditors Report) order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 our audit;

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 those books ;

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 account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on 31st March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For Anand Jain & Co.

Chartered Accountants

FRN: 001857C

Sd/-

Anand Prakash Jain

Proprietor

M. No.: 71045

Place: Jaipur

Dated: 30.05.2013

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Auditors Report of even date on the accounts of Zyden Gentec Limited, for the year ended 31st March, 2013)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof. However, such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets have been disposed off during the year.

ii) a) Inventory have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) As explained to us, the procedures for physical verification , followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number of parties and maximum amount involved was ONE & Rs 97.19 Lacs respectively. Year end balance was Rs. 93.85 lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of company; and

c) Receipt of principal and interest is also regular wherever stipulated;

d) There was no over due amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does not arise.

e) According to the information and explanations given to us, the Company has during the year taken loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved were THREE(Including parties with opening balance with no transactions during the year or whose accounts were squared up during the year) and Rs. 56.04 lacs respectively. Year end balance was Rs.39.43 lacs.

f) Rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company and payment of principal amount and interest is also regular wherever stipulated.

iv) There are generally 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. During the course of our audit, no continuing failure to correct major weakness in internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 in the register required to be maintained under that section and for transactions, the value of which exceeds Rupees five lacs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public, hence question of complying with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public does not arise. No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government of India, regarding maintenance of cost records under clause (d) of Sub Section (1) of Section 209 of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) On the basis of the records produced to us, the company is irregular in depositing with appropriate authorities undisputed statutory dues of Provident Fund, Employees State Insurance, TDS and Sales Tax(VAT). To the best of our knowledge and according to the information and explanations given to us there were arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable, of Rs. 284172/- towards PF, Rs. 223000/- towards ESI, and Rs. 30874/- towards ITDS.

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess:-- Demand disputed for ESI Rs. 210000/- Papers as regards authority with whom appeal was filed could not be produced.

x) The Company has brought forward accumulated losses and has incurred cash losses during the year covered by our audit as well as in the immediately preceding financial year.

xi) In our opinion the company has defaulted in repayment of dues to financial institutions and banks .Please refer para 2 19 Annual Report, 2012-2013 and 3 of note No.27- other explanatory information. Banks and financial institutions have recalled the loans and facilities.

xii) On the basis of verification of the accounts and records maintained by the company and as per explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The company is not a chit fund company.

xiv) In respect of dealing in shares, securities, debentures & other investments proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bank or financial institutions and hence question of terms and conditions thereof being prima facie prejudicial to the interest of the Company, does not arise.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to various records examined by us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xviii) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares .

xix) The Company has not issued any debentures during the year covered by our audit report , hence question of creation of security or charge for the same does not arise.

xx) The company has not raised any money by public issue during the year covered by our audit report, hence question of disclosure of end use of money raised does not arise. However end use of money raised in previous year by issue of shares on preferential basis to persons other than promoters has been disclosed and verified by us.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2013.

Sd/-
For ANAND JAIN & CO.
Chartered Accountants
FRN: 001857C
ANAND PRAKASH JAIN
Place : JAIPUR Proprietor
Dated : 30th May, 2013 M. No. 71045