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Auditor Report of Golden Goenka Fincorp Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of "Golden Goenka Fincorp Limited" ("the Company"), which comprise the Balance Sheet as at 31st March, 2015 the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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 of these standalone 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 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone 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 there under.

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 judgement, 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 Directors, 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 audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 flows for the year ended on that date.

Emphasis of Matter

We draw attention to the fact that investment made in 800,000 equity shares of S2 Capital Services Pvt Ltd, shares of Rs 10 each issued at premium of Rs 40 per share amounting to Rs 400 lacs (Previous year- Rs 400 lacs), being included under the head Non Current Investments in accompanying statement of unaudited financial results, however the book value of the said investment as on 31st March 2014 was Rs 15.72 per share i.e Rs 125.76 lacs, which is lower than cost of the investment. The Company is of the view that the said investment is long term strategic investment, hence no provision for diminution in value of said investment has been made for the same by the management.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 those books

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone 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 Act.

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 does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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]

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(ii) In respect of shares and securities held as Stock for Trade:

(a) According to the information and explanations given to us, the Stock for Trade has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of Stock for Trade followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of Stock for Trade and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii (b) of the Order are not applicable to the Company and hence, not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of shares and securities held as Stock for Trade and fixed assets. The Company is a Non-Banking Financial (Non-Deposit Accepting or Holding) Company ('NBFC') providing Financial and Related Services but the internal control system with regards to documentation relating to granting of loans & advances needs to be further strengthened. However, we have not observed any other continuing failure to correct any weakness in the internal controls.

(v) The Company has not accepted any deposit from the public covered under Section 73 to 76 of the Companies Act, 2013. Therefore, the provisions of the Clause 4 (v) of the Order are not applicable to the Company.

(vi) Being a Non-Banking Financial Company, the provisions of Clause (v) of the Order are not applicable to the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues:-

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, service tax, and other material statutory dues as applicable have been generally regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income 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) According to the information and explanation given to us, there were no disputed taxes and duties as at 31st March, 2015.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The Company has no accumulated losses as at the end of the financial year covered by our audit. The Company has not incurred cash losses in the said financial year and the immediately preceding financial year.

(ix) According to the information and explanation given to us and on the basis of records examined by us, the Company has not taken any loan from banks or financial institutions, so default in repayment of dues to financial institutions or banks as at the end of the Balance Sheet date does not arise. The holding Company has not defaulted in repayment of dues to its debenture holders.

(x) In our opinion and according to the information and explanations given to us and other auditors, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are prima facie, prejudicial to the interest of the Company.

(xi) According to the information and explanations given to us, the Company has not taken any term loans, hence Clause (xi) of the order is not applicable to the Company.

(xii) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Das & Prasad Chartered Accountants (Firm's Registration No.303054E)

Anil Kumar Agarwal Place: Kolkata (Partner) Date: 13th May, 2015 (Membership No. 062368)




Mar 31, 2014

We have audited the accompanying financial statements of GOLDEN GOENKA FINCORP LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and the cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (''the Act'') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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 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 judgement, 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the 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 audit opinion.

Opinion

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:

(a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the statement of profit and loss, of the profit of the Company for the year ended on that date.

(c) in the case of the cash flow statement, on the cash flows for the year ended on that date.

Emphasis of Matter

a) We draw attention in respect of Investments in/Advances for Property Development aggregating to Rs. 7,45,00,000 (Previous Year Rs. 17,45,00,000). The Company is of the view that the amounts invested/advanced are towards ventures which would yield profits in future. Our opinion is not qualified in respect of this matter.

b) Further attention is drawn to investment made in 800,000 equity shares of S2 Capital Services Pvt Ltd shares of Rs. 10 each issued at premium of Rs. 40 per share amounting to Rs. 400 lacs (Previous year - Rs. 400 lacs), being shown as Unquoted/Non Current Investments in financial results of the company for year ended 31st March, 2014, the financial results for financial year 2012-13 and 2013-14 could not be made available to us, hence we are unable to form an opinion regarding valuation of said investment. The Company is of the view that the said investment is long term strategic investment, hence no provision for diminution in value of said investment has been made in the current financial year. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 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 those books;

(c) The Balance Sheet and the 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 statements comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

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]

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situations of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

(ii) In respect of shares and securities held as Stock for Trade:

(a) According to the information and explanations given to us, the Stock for Trade has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of Stock for Trade followed by the management are 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 Stock for Trade and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions stated in clauses 4 (iii)(a) to (d) of the Order are not applicable to the Company;

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken unsecured loans from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 1100 lacs in respect of three companies (2 companies having opening balances) and the year-end balance due to such party was Rs. NIL.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions for such loans are prima facie not prejudicial to the interest of the company.

(d) In respect of the aforesaid loans, the Company is regular in repaying the principal amount, as stipulated, and is also regular in payment of interest, as applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of shares and securities held as Stock for Trade and fixed assets. The Company is a Non-Banking Financial (Non- Deposit Accepting or Holding) Company (''NBFC'') providing Financial and Related Services but the internal control system with regards to documentation relating to granting of loans & advances needs to be further strengthened. However, we have not observed any other continuing failure to correct any weakness in the internal controls.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. five lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public covered under Section 58A and 58AA of the Companies Act, 1956.

(vii) The Company has an internal audit system, the scope and coverage of which, in our opinion requires to be enlarged to be commensurate with the size and nature of its business.

(viii) Being a Non-Banking Financial Company, the provisions of clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) According to the information and explanation given to us, no undisputed amount payable in respect of Provident fund, Employee''s State Insurance, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, cess and other materal statutory dues were outstanding, as on the Balance Sheet date for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us and according to the books and records produced and examined by us, the Company does not have any disputed statutory dues in respect of income-tax and statutory dues, as applicable to it, with the appropriate authorities.

(x) The Company has no accumulated losses as at the end of the financial year covered by our audit. The Company has not incurred cash losses in the said financial year and the immediately preceding financial year.

(xi) As in our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted 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 or a nidhi / mutual benefit fund / society. Therefore, the provisions of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In respect of dealing or trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any secured debentures during the year under audit.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Das & Prasad For Vasudeo & Associates

Chartered Accountants Chartered Accountants

[Firm''s Registration No.: 303054E] [Firm''s Registration No.: 319299E]

Anil Kumar Agarwal V. D. Agarwal

Partner Partner

Membership No.: 062368 Membership No.: 054784

Place: Kolkata Date : 30th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Golden Goenka Fincorp Limited (''the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s 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 posi- tion, 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 require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial 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 auditor considers internal control relevant to the Company''s 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 audit 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 and Loss, of the profit 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 Matter

We draw attention to Note No. 15(a) to the financial statements, in respect of Investments in/Advances for Property Development aggregating to Rs. 174,500,000/-. The Company is of the view that the amounts invested/advanced are towards ventures which would yield profits in the future. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) [''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.

ANNEXURE TO THE AUDITORS'' REPORT

[Referred to in our report of even date, to the members of Golden Goenka Fincorp Limited]

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

(b) According to the information and explanations given to us, the fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off any fixed assets. (ii) In respect of shares and securities held as stock for trade:

(a) According to the information and explanations given to us, the stock for trade has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of stock for trade followed by the management are 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 stock for trade and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions stated in clauses 4 (iii)(a) to (d) of the Order are not applicable to the Company;

(e) During the year, the Company had taken unsecured loans from three Companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 601,346,131/- and the year-end balance of loans taken from such parties was Rs. 70,000,000/-;

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the aforesaid loans taken are not, prima facie, prejudicial to the interest of the Company;

(g) In respect of the aforesaid loans taken, the Company is regular in repaying the principal amount and the interest.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of shares and securities held as Stock for Trade and fixed assets. The Company is a Non-Banking Financial (Non- Deposit Accepting or Holding) Company (‘NBFC'') providing Financial and Related Services but the internal control system with regards to documentation relating to granting of loans & advances and investments in/advances for property development needs to be further strengthened. However, in our opinion, the management is taking reasonable steps to correct the said weaknesses and we have not observed any other continuing failure to correct major weaknesses in internal controls.

(v) (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 into 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 entered in the register maintained under Section 301 of the Act and exceeding the value of five lakh rupees 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.

(vi) According to the information and explanations given to us, 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 thereunder.

(vii) The Company has an internal audit system, the scope and coverage of which, in our opinion requires to be enlarged to be commensurate with the size and nature of its business.

(viii) Being a Non-Banking Financial Company, the provisions of clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax and other material statutory dues applicable to it. As explained to us, the Company did not have any dues on account of provident fund, investor education and protection fund, employees'' state insurance, sales-tax, wealth-tax, custom duty, excise duty and cess during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of income- tax, service tax and other material statutory dues, were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues as on 31st March, 2013 of income- tax, service tax and other material statutory dues which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses as at the end of the financial year covered by our audit. The Company has not incurred cash losses in the said financial year and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has maintained adequate documents and records in cases where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In respect of dealing or trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, term loans have been prima facie applied for the purposes for which the loans were obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

(xviii) 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.

(xix) According to the information and explanations given to us and the records examined by us, security or charge has been created in respect of debentures issued by the Company during the year. Further, the Company also has unsecured debentures outstanding during the year on which no security or charge is required to be created.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) 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.

For Haribhakti & Co. For Vasudeo & Associates

Chartered Accountants Chartered Accountants

[Firm''s Registration No. 103523W] [Firm''s Registration No. 319299E]

Anand Kumar Jhun jhunwala V. D. Agarwal

Partner Partner

Membership No. 056613 Membership No. 054784

Place: Kolkata Date: 30th May, 2013


Mar 31, 2011

1. We have audited the attached Balance Sheet of GOLDEN SECURITIES LTD., as at 31 st March, 2011, the Profit & Loss Account 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 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 our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) 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;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account 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 Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and explanation given to us, the said accounts together with notes thereon give the information required by the Companies Act, 1956, in the manners so required and give a true and fair view in conformity with the accounting principles generally accepted

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011;

(b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

(c) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report Referred to in paragraph 3 of our report of even date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets, no material discrepancies were notice on such verification.

(c) During the year, the Company has disposed off a major part of the plant and machinery. According to the information and explanations given to us, we are of the opinion that the sale of the said part of plant and machinery has not affected the going concern status of the Company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and of its business.

(c) In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The Company had neither granted nor taken any loans, secured or unsecured to / from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, Sub-Clause (b), (c), (d), (f) and (g) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of shares and fixed assets and with regard to the sale of shares and service. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. Sub-Clause (b) is not applicable.

(vi) The Company had not accepted deposits from public and as such the question of compliance of Section 58A and 58AA of the Companies Act, 1956 does not arise.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company is not a manufacturing company and no cost records have been prescribed under Section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us, during the year there were no employees eligible for Provident Fund and Employee State Insurance Fund. Accordingly, the directions relating to Provident Fund and Employee's State Insurance are not applicable to the Company. Further, based on our examination of the records maintained during the year, the Company is not liable to make any payments towards Investor Education Protection Fund, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Service Tax, Excise Duty & Cess. The Company has been regular in depositing Profession Tax and Income Tax dues with the appropriate authority and there were no undisputed amounts payable thereof which are outstanding, as at 31st March, 2011 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Service Tax, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) The Company has not taken any Loans from any Bank or Financial Institution and has not issued any debentures.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) The Company has maintained records of the transaction and contracts of dealing or trading in shares, debentures, and timely entries have been made there in. The shares, securities, debentures and other investments are held in the name of the Company.

(xv) The Company has not given any guarantee for loans taken by others bank or financial institution.

(xvi) The Company has not raised any term loan.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short-term funds basis have been used to finance long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) According to the information and explanations given to us, 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.

(xix) The Company has not issued any debentures during the financial year and therefore, the question of creating security or charges in respect thereof does not arise.

(xx) The Company has not raised any funds from public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For VASUDEO & ASSOCIATES

Chartered Accountants

V. D. AGARWAL

Partner Membership No. 54784 F. R.N0.319299E

Place: Kolkata Date : 30th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of GOLDEN SECURITIES LTD., as at 31st March, 2010, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys 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 our opinion.

3 As required by the companies (Auditors Report) order, 2003 issued by the central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4 Further to our comments in the Annexure 3 referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) 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.

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, subject to point no. B(9) of Annexure 11, the Balance Sheet, Profit and Loss Account 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 Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub -section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and explanation given to us, the said accounts together with notes thereon give the information required by the Companies Act, 1956, in the manners so required and give a true and fair view in conformity with the accounting principles generally accepted.

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

(b) in the case of the Profit and Loss Account, of the Loss for the year ended on that date; and

(c) in case of Cash Flow Statement, of the Cash flows for the year ended on that date.

Annexure to the Auditors Report

Referred to in paragraph 3 of our report of even date.

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification 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.

(c) During the year, the company has not disposed off any fixed assets.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and of its business.

(c) In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) The company had neither granted nor taken any Loans, Secured or Unsecured to / from Companies, Firms, or other parties covered in the register maintained Under Section 301 of the Companies Act, 1956. Accordingly, Sub-Clause (b), (c), (d), (f) and (g) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of shares and fixed assets and with regard to the sale of shares and service. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. Sub-Clause (b) is not applicable.

(vi) The Company had not accepted deposits from public and as such the question of compliance of Section 58A and 58AA of the Companies Act, 1956 does not arise.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company is not a manufacturing Company and no cost records have been prescribed under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us, during the year there were no employees eligible for Provident Fund and Employee State Insurance Fund. Accordingly, the directions relating to Provident Fund and Employees State Insurance are not applicable to the company. Further, based on our examination of the records maintained during the year, the Company is not liable to make any payments towards Investor Education Protection Fund, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty & Cess. The Company has been regular in depositing Profession Tax and Income Tax dues with the appropriate authority and there were no undisputed amounts payable thereof which are outstanding, as at 31st March, 2010 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Service Tax, Wealth Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

(x) The company has accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit but had incurred the cash losses in the immediately preceeding financial year.

(xi) The company has not taken any Loans from any Bank or Financial Institution and has not issued any debentures.

(xii) We are of the opinion that the Company has maintained adequate records where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) The company has maintained records of the transaction and contracts of dealing or trading in shares, debentures, and timely entries have been made there-in. The shares, securities, debentures and other investments are held in the name of the Company.

(xv) The company has not given any guarantee for loans taken by others, Bank or financial institution.

(xvi) The company has not raised any term loan.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term funds basis have been used to finance long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii)According to the information and explanations given to us, 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.

(xix) The company has not issued any debentures during the financial year and therefore, the question of creating security or charges in respect thereof does not arise.

(xx) The Company has not raised any funds from public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and as per the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For VASUDEO & ASSOCIATES

Firm Reg. No. 319299E

5, Fancy Lane, 3rd Floor, Chartered Accountants

Kolkata - 700 001 V. D. AGARWAL

Dated : 31st day of May, 2010. Partner

(Membership No. 54784)





 
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