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Zee Learn Ltd.

BSE: 533287 Sector: Services
NSE: ZEELEARN ISIN Code: INE565L01011
BSE 00:00 | 08 Dec 13.79 -0.21
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NSE 00:00 | 08 Dec 13.80 -0.20
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VOLUME 193685
52-Week high 20.12
52-Week low 9.75
P/E 26.52
Mkt Cap.(Rs cr) 450
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.00
CLOSE 14.00
VOLUME 193685
52-Week high 20.12
52-Week low 9.75
P/E 26.52
Mkt Cap.(Rs cr) 450
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Zee Learn Ltd. (ZEELEARN) - Auditors Report

Company auditors report

To

The Members of

Zee Learn Limited

Report on the audit of standalone financial statements

1. Opinion

We have audited the accompanying standalone financial statements of Zee LearnLimited (‘the Company') which comprise the balance sheet as at 31 March 2019the statement of profit and loss (including other comprehensive income)the statement ofchanges in equity and the statement of cash flows for the year then ended and notes tothe standalone financial statements including a summary of the significant accountingpolicies and other explanatory information (herein after referred to as "standalonefinancial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2019 and its profit total comprehensive incomechanges in equity and its cash flows for the year ended on that date.

2. Basis for opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) prescribed under Section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the Act and theRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements for the year ended 31March 2019. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matter Description of Auditor's Response
Accuracy of recognition measurement presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) Principal Audit Procedures
We assessed the Company's process to identify the impact of adoption of the new revenue accounting standard.
Sales are recognized when the control of the goods and services is transferred to the customer.
Revenue is recognized at the amount that reflect the considerations to which the Company expects to be entitled in exchange for transferring goods or services to customer. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
Evaluated the design of internal controls relating to implementation of the new revenue accounting standard.
Revenue is recognized over a time or point in time.
The Company focuses on revenue as a key performance measure which could create an incentive for revenue to be recognized before the control. Assessing the application of Company's accounting policies over revenue recognition and comparing the Company's accounting policies over revenue recognition with applicable accounting standards.
Identifying the nature of the revenues and identification of any unusual contract terms.
Testing the revenue recognized including testing of Company's control on revenue recognition when applicable. Our testing included tracing the information to agreements and payments.
Assessing the revenue recognized with substantive analytical procedures and
Assessing the Company's disclosure on revenue recognition.

4. Other information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board Report and Chairman's Statement but does notinclude the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other

information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

5. Management's responsibilities for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in

Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for

overseeing the Company's financial reporting process.

6. Auditor's responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements wether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(If the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going

concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying

transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of suchcommunication.

7. Report on other Legal and Regulatory requirements

I. As required by the Companies (Auditor's Report) Order 2016 issued by theCentral Government of India in terms of Section 143(11) of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the "Annexure A" a statement on the matters specified in theparagraph 3 and 4 of the Order.

II. As required by Section143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to thebest 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 bythe Company so far as it appears from our examination of those books;

c) The balance sheet the statement of profit and loss (including othercomprehensive income) the statement of cash flows and the statement of changes in equitydealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended; e) On the basis of writtenrepresentations received from the directors of the Company and taken on record by theBoard of Directors none of the directors is disqualified as on 31 March 2019 from beingappointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B".

g) With respect to other matters to be included in the Auditor's Report inaccordance with the requirements of section 197 (16) of the act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid/payable by the Company to its directors during the yearis in accordance with the provisions of Section 197of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 standalone financial statements;

ii. The Company did not have any long-term contracts including

derivative contracts having any material foreseeable losses; and

iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company during the year.

For MGB & Co LLP
Chartered Accountants
Firm Registration Number: 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Place: Mumbai
Date: 17 May 2019

Annexure - A to the Independent Auditor's Report

Annexure referred to in paragraph 7(I) under "Report on other Legal and Regulatoryrequirements" of our report of even date to the members of Company on the standalonefinancial statements for the year ended 31 March 2019

I (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) All the fixed assets of the Company have been physically verified by themanagement during the year which in our opinion is reasonable having regard to the sizeof the Company and the nature of its assets. As informed to us no discrepancies werenoticed on such verification.

(c) According to the information and explanations given to us and on the basisof our examination of the records of the Company the title deeds of immovable propertiesare held in the name of the Company.

ii. The physical verification of inventory including stocks lying with thirdparties have been conducted by the Management during the year at reasonable intervals. Asexplained to us no material discrepancies were noticed on physical verification ascompared to book records.

iii. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct.

iv. In our opinion and according to the information and explanations given to

us the Company has complied with the provisions of Section 185 and 186 of the Act inrespect of loan given and investments made and guarantees and securities provided duringthe year.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 to 76 of the Act.

vi. We have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Records and Audit) Rules 2014 as amended prescribed by the CentralGovernment under Section 148(1) of the Act and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have however not made adetailed examination of such records with a view to determine whether they are accurate orcomplete.

vii. According to the records of the Company examined by us and information andexplanations given to us:

(a) Undisputed statutory dues including provident fund employees' stateinsurance income tax sales tax service tax goods and services tax duty of customsduty of excise value added tax cess and others as applicable have generally beenregularly deposited with the appropriate authorities. There are no undisputed amountspayable in respect of aforesaid dues outstanding as at 31 March 2019 for a period of morethan six months from the date they became payable.

(b) There are no amounts on account of goods and service tax duty of customs andduty of excise which are yet to be deposited on account of any dispute. The disputed duesof service tax sales tax and value added tax which have not been deposited as under:

Name of the Statute Nature of the Dues Amount (In lakhs) Period to which the amount relate Forum where dispute is pending
The Central Sales Tax Act 1956 Sales Tax 49.95 F.Y. 2005 - 2006 Deputy Commissioner of Sales Tax Appeals
The Central Sales Tax Act 1956 Sales Tax 90.81 F.Y. 2010 - 2011 Joint Commissioner of Sales Tax
The Central Sales Tax Act 1956 Sales Tax 14.73 F.Y. 2010 - 2011 Deputy Commissioner of Sales Tax
The Central Sales Tax Act 1956 Sales Tax 50.49 F.Y. 2012 - 2013 Joint Commissioner of Sales Tax
The Maharashtra Value Added Value Added Tax 74.64 F.Y. 2005 - 2006 Deputy Commissioner of Sales Tax
Act 2002 Tax Appeals
The Maharashtra Value Added Value Added 46.55 F.Y. 2005 - 2006 Deputy Commissioner of Sales Tax
Tax Act 2002 Tax - Penalty Tax Appeals
The Maharashtra Value Added Tax Act 2002 Value Added Tax 42.85 F.Y. 2010 - 2011 Joint Commissioner of Sales Tax
The Maharashtra Value Added Act 2002 Value Added Tax 0.89 F.Y. 2010 - 2011 Deputy Commissioner of Sales Tax
The Maharashtra Value Added Tax Act 2002 Value Added Tax 41.08 F.Y. 2012 - 2013 Joint Commissioner of Sales Tax
The Central Excise Act 1944 Service Tax 17.90 F.Y 2009 - 2010 to F.Y. 2011 2012 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service Tax 7.24 F.Y. 2012 - 2013 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service Tax 19.49 F.Y 2007 - 2008 to F.Y. 2010 2011 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service Tax 1.61 F.Y. 2011 2012 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service Tax 2.66 F.Y. 2012 - 2013 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service tax 512.33 F.Y. 2011 2012 to F.Y. 2014 - 2015 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service Tax - Penalty 553.97 F.Y. 2011 2012 to F.Y. 2014 - 2015 Central Excise and Service Tax Appellate Tribunal
The Central Excise Act 1944 Service Tax 602.73 F.Y. 2016 - 2017 to F.Y. 2017 - 2018 Commissioner of Central Goods and Service Tax

viii. According to the records of the Company examined by us and the informationand explanations given to us the Company has not defaulted in repayment of loans orborrowings to banks and debenture holders. The Company does not have any loans fromGovernment.

ix. In our opinion and according to the information and explanations given to usthe Company has not raised any money by way of initial public offer or further publicoffer (including debt instruments) .The term loans raised during the year have beenapplied for the purposes for which they were raised.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have been informed of any such case by theManagement.

xi. According to the records of the Company examined by us and information andexplanations given to us the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to usthe Company is not a Nidhi company and the Nidhi Rules 2014 are not applicable to it. xiii.According to the information and explanations given to us and based on our examination ofthe records of the Company transactions with the related parties are in compliance withSections 177 and 188 of the Act and details of such transactions have been disclosed inthe standalone Ind AS financial statements as required by the applicable AccountingStandards.

xiv. According to the records of the Company examined by us and information andexplanations given to us the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us and information andexplanations given to us the Company has not entered into non-cash transactions withdirectors or persons connected with him.

xvi. The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934.

For MGB & Co LLP
Chartered Accountants
Firm Registration Number: 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Place: Mumbai
Date: 17 May 2019

Annexure - B to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 7(II)(f)under "Report on other Legal and Regulatory requirements" of our report of evendate to the members of Zee Learn Limited on the standalone financial statements for theyear ended 31 March 2019

We have audited the internal financial controls over financial reporting of Zee LearnLimited ("the Company") as of 31 March 2019 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial control based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on "Audit of Internal Financial Controls over FinancialReporting" (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial

Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theInstitute of Chartered Accountants of India.

For MGB & Co LLP
Chartered Accountants
Firm Registration Number: 101169W/W-100035
Sanjay Kothari
Partner
Membership Number 048215
Place: Mumbai
Date: 17 May 2019

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