Mar 31, 2016
INDEPENDENT SUDITORS REPORT
TO THE MEMBERS OF
M/s. ROSELABS FINANCE LIMITED
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying standalone financial statements of M/s. ROSELABS FINANCE LIMITED (''the Company''), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss and the Statement of Cash Flow for the year then ended, and notes to the Financial Statements including a summary of significant accounting policies and other explanatory information.
MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of 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 thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 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 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. 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 2016, and its Loss and its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:
1. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that :
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of 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, 2016 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''; and
g. With respect to the other matters to be included in the Auditors'' 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 information and explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Clause 1to3of Note 23 to the financial statements;
ii. The Company does not have any Long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. No amounts were required to be transferred, to the Investor Education and Protection Fund by the Company.
ANNEXURE ''A'' TO INDEPENDENT AUDITORS'' REPORT (Referred to in Paragraph (1) of our report of even date)
The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March, 2016 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) As informed to us, all fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such physical verification.
(c) According to the information and explanations received by us, none of the immovable properties of the company are held as Fixed Assets. Therefore, in our opinion, the requirement on reporting under Clause 1 (c) is not applicable to the Company.
(ii) The inventory (securities) which are held in dematerialized form has been verified by the management with reference to D'' mat statement. In our opinion, the frequency of verification is reasonable. No Discrepancies were noticed on verification of inventories in dematerialized form as compared to book records.
(iii) As the Company has not granted any loans or advances in the nature of loans to parties covered in the register maintained under Section 189 of the Act, the provisions of Clause 3 (iii) of the Order are not applicable to the Company.
(iv) In our Opinion and according to the information and explanations given to us, the company has not granted any loans or provided any guarantees or security in connection with any loan to any party covered under Section 185 of the Act. The Company being registered as non - banking financial company (NBFC) under Chapter IIIB of the Reserve Bank of India, 1934, the provisions of Section 186 of the act are not applicable to the Company.
(v) The Company has not accepted any deposits from the public.
(vi) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Act in respect of the activities carried on by the Company. Therefore, the provisions of Clause 3(vi) of the Order are not applicable to the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year 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 of income tax, sales tax, service tax, duty of customs, duty of excise, and value added tax which have not been deposited by the Company on account of disputes except for following:
Name of the statute |
Nature of dues |
Amount in (Rs.) Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
The Income Tax Act,1961 |
Tax and Interest |
18.38 |
April 2011 to March 2012 |
Commissioner of Income Tax (Appeals) |
The Income Tax Act,1961 |
Penalty |
7,635.36 |
April 2011 to March 2012 |
Commissioner of Income Tax (Appeals) |
(viii) In our opinion and according to the information and explanations given to us, as the Company has not borrowed any money from Financial Institutions or Banks or Governments nor issued any debentures, the provisions of clause 3 (viii) of the Order are not applicable to the Company.
(ix) As the Company has neither raised any moneys by way of Initial Public Offer or Further Public Offer (including debt instruments) nor obtained any term loan from banks and financial institutions, the provisions of clause 3 (ix) of the Order are not applicable to the Company.
(x) Based upon the audit procedures performed and information and explanations given by the management, we report that neither fraud on the Company by its officers or employees nor any fraud by the Company has been noticed or reported during the course of our audit.
(xi) As the Company has not paid or provided any managerial remuneration as defined under Section 197 of the Act during the year, the provisions of Clause 3(xi) of the Order are not applicable to the Company.
(xii) As the Company is not a nidhi company, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with section 177 and 188 of the Act, wherever applicable and details have been disclosed in the Financial Statements (refer Clause 8 of Note 23) as required by the applicable accounting standards.
(xiv) As the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, the provisions of clause (xiv) of the Order are not applicable to the Company.
(xv) As the Company has not entered into any non-cash transactions covered under Section 192 of the Act with the directors or persons connected with him, the provisions of paragraph 3(xv) of the Order are not applicable to the Company.
(xvi) The Company is registered under section 45-IA of the Reserve Bank of India Act 1934, vide registration no. 01.00190 dated 27th March, 1988.
REFERRED TO IN PARAGRAPH 2 (F) OF THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS of Roselabs Finance Limited on the standalone financial statements for the year ended 31st March, 2016.
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Act
We have audited the internal financial controls over financial reporting of M/s. ROSELABS FINANCE LIMITED (''the Company'') as of 31st March, 2016 in conjunction with our audit of the standalone 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 down and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note'') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of the management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.
FOR SHANKER AND KAPANI
Chartered Accountants
FIRM REGISTRATION NO.: 117761W
Sd/-
S. SANKAR
PLACE:- MUMBAI PARTNER
DATE:- 30 - MAY - 2016 MEMBERSHIP NO: - 40476
Mar 31, 2015
We have audited the accompanying fnancial statements of M/s. ROSELABS
FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at
31st March, 2015, the Statement of Proft and Loss, 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 Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these fnancial statements that
give a true and fair view of the fnancial position, fnancial
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 fnancial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the fnancial 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 fnancial
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 thereunder. We conducted our
audit in accordance with the Standards on Auditing specifed 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 fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation of
fnancial 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 fnancial control system over fnancial
reporting and the operating effectiveness of the such controls. An
audit also includes evaluating the appropriateness of 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 fnancial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Financial
Statements.
OPINION:
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid fnancial 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; its proft and its cash flows for the year ended on
that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:
1. As required by The Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the said
order.
2. As required by Section 143 (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 it appears from our examination of
those books;
c. The Balance Sheet, the Statement of Proft 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 fnancial 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 written representations received from the Directors
of the Company as on 31st March, 2015 and 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 sub - Section (2)
of Section 164 of the Act; and
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 having impact on
its fnancial position in its fnancial statements.
(ii) The Company does 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.
(Referred to in Paragraph (1) of our report of even date)
(i) a) The Company is maintaining proper records showing full
particulars including quantitative details and situation of the fxed
assets.
b) As informed to us, all fxed assets have been physically verified by
the management. No material discrepancies were noticed on such physical
verification.
(ii) a) The inventory (securities) which are held in dematerialized
form has been verified by the management with reference to D'Amato
statement. In our opinion, the frequency of verification is reasonable.
b) The procedures for verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and nature of its business.
c) The Company is maintaining proper records of inventory and no
discrepancies were noticed on verification of inventories in
dematerialized form as compared to book records.
(iii) As the Company has not granted, secured or unsecured, loans to
any party covered in the register maintained under Section 189 of the
Act, the provision of clause (iii)(a) and (b) of paragraph 3 of the
Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, the internal control system is commensurate with the size
of the Company and the nature of its business with regard to purchase
of inventory and for the sale of goods (securities) and services
(Advisory services). During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in the
internal control system.
(v) The Company has not accepted any deposits from the public.
(vi) As informed to us, the Central Government of India has not
prescribed maintenance of cost records under sub-section (1) of Section
148 of the Act for any of the products of the Company. Therefore, the
provision of clause (vi) of paragraph 4 of the Order is not applicable
to the Company.
(vii) a) According to the records of the Company, the Company is
regular in depositing the undisputed statutory dues including Provident
Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, duty of Customs, duty of excise, Value added tax, CASs and
other material statutory dues applicable to it with appropriate
authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid statutory dues
were outstanding as at the last day of the fnancial year for a period
of more than six months from the date they became payable.
b) According to the records of the Company, there are no dues in
respect of Sales Tax, Wealth Tax, Service Tax, duty of Customs, duty of
Excise, Value Added Tax and CASs, which have not been deposited on
account of any dispute.
c) There were no amounts which were required to be transferred, to the
Investor Education and Protection Fund by the Company in accordance
with the relevant provisions of the Companies Act,1956 (1 of 1956) and
rules made thereunder.
(viii) The Company's accumulated losses as at 31st March, 2015 exceeds
ffty percent of its net worth and has not incurred cash losses during
the fnancial year ended on that date, however, the Company has incurred
cash losses in the immediately preceding fnancial year.
(ix) As the Company has not borrowed money from bank or fnancial
institution, the question of dues payable to Bank or fnancial
institution does not arise. As the Company has not issued any
debentures, the question of dues payable to debenture holders does not
arise.
(x) As the Company has not given any guarantee / security as at 31st
March, 2015 for loan taken by others from banks or fnancial
institutions, the provision of clause (x) of paragraph 4 of the Order
is not applicable to the Company.
(xi) As the Company has not obtained any term loan, the provision of
clause (xi) of paragraph 4 of the Order is not applicable to the
Company.
(xii) 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 course of our
audit.
FOR SHANKER AND KAPANI
Chartered Accountants
(FIRM REGISTRATION NO.: 117761W)
S. SANKER
PLACE:- MUMBAI PARTNER
DATE:- 29th APRIL, 2015 MEMBERSHIP NO: - 40476
Mar 31, 2014
We have audited the accompanying financial statements of M/s. ROSELABS
FINANCE LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31, 2014 and the Statement of profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
MANAGEMENT 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 position,
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") (which continued to be
applicable in respect of Section 133 of The Companies Act, 2013 in
terms of general circular 15/2013 of the Ministry of Corporate
Affairs). 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 disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal 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 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 suffcient 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 March 31, 2014;
b. In the case of the Statement of profit and 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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:
1. As required by the Companies (Auditor''s 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 Act;
e. On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2014, from being
appointed as a Director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH
(1) OF OUR REPORT OF EVEN DATE)
1. a) The Company is maintaining proper records showing full
particulars including quantitative details and situation of the
fixed assets.
b) As informed to us, all fixed assets have been physically verifed by
the management. No material discrepancies were noticed on such physical
verifcation.
c) No fixed assets have been disposed off by the Company during the
year.
2. a) The inventory (securities) which are held in dematerialized form
has been verifed by the management with reference
to D''Mat statement. In our opinion, the frequency of verifcation is
reasonable.
b) The procedures for verifcation of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and nature of its business.
c) The Company has maintained proper records of inventories and no
discrepancies were noticed on verifcation of inventories in
dematerialized form as compared to book records.
3. As Company has neither granted nor taken any loan, secured or
unsecured, to or from companies, firm or other parties covered under
registered maintained under Section 301 of the Act, the provision of
clause (iii) of paragraph 4 of the Order is not applicable to the
Company.
4. In our opinion and according to the information and explanations
given to us, the internal control system is commensurate with the size
of the Company and the nature of its business in respect of purchase of
fixed assets and inventories and for the sale of goods (securities).
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in the internal control system.
5. a) According to the information and explanations given to us, the
Company has entered the required particulars of contracts or
arrangement in the register maintained as referred to in Section 301 of
the Act.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements, exceeding the value of Rs. 5,00,000 in respect of each
party, have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time.
6. As the Company has not accepted any deposits from the public within
the meaning of Section 58A, 58AA or any other relevant provisions of
the Act and Rules framed there under, the provision of clause (vi) of
paragraph 4 of the Order is not applicable to the Company.
7. The Company has an internal audit system commensurate with its size
and nature of its business.
8. As informed to us, the Central Government of India has not
prescribed maintenance of cost records under Section 209(1) (d) of the
Act for any of the products of the Company. Therefore, the provision of
clause (viii) of paragraph 4 of the Order is not applicable to the
Company.
9. a) The Company is generally regular in depositing the undisputed
statutory dues including Provident Fund, Employees''
State Insurance, Wealth Tax, Income Tax, Service Tax, Customs Duty,
Excise Duty, Cess and other material statutory dues applicable to the
Company with appropriate authorities.
According to the information and explanations given to us, there are no
undisputed statutory dues outstanding for a period of more than six
months as at 31st March, 2014 from the date they became payable.
b) According to the records of the Company, there are no dues in
respect of Sales Tax, Income Tax, Service Tax, Customs Duty, Wealth
Tax, Excise Duty and Cess, which have not been deposited on account of
any dispute.
10. The Company accumulated losses exceeds fifty percent of its net
worth at the end of the financial year and has incurred cash losses
during the financial year covered by our audit and in the immediately
preceding financial year.
11. As the Company has not borrowed any money from Bank or Financial
Institution or issued any debentures, the provision of clause (xi) of
paragraph 4 of the Order is not applicable to the Company.
12. As the Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities, the provision of clause (xii) of paragraph 4 of the Order
is not applicable to the Company.
13. As the Company is not a chit fund or a nidhi / mutual benefit
fund/society, the provision of clause (xiii) of paragraph 4 of the
Order is not applicable to the Company.
14. The Company has maintained proper records of transactions and
contracts in respect of dealings in or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, debentures and other investments have been held by
the Company in its own name.
15. As the Company has not given any guarantee or security for loan
taken by others from banks or financial institutions, the provision of
clause (xv) of paragraph 4 of the Order is not applicable to the
Company.
16. As the Company has not obtained any term loan, the provision of
clause (xvi) of paragraph 4 of the Order is not applicable to the
Company.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, the funds raised on short term basis have not
been used for long term investment.
18. As 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, the provision of clause (xviii) of paragraph 4
of the Order is not applicable to the Company.
19. As the Company has not issued any secured debentures, the
provision of clause (xix) of paragraph 4 of the Order is not applicable
to the Company.
20. As the Company has not raised any money through public issue, the
provision of clause (xx) of paragraph 4 of the Order is not applicable
to the Company.
21. 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 course of our
audit.
For SHANKER AND KAPANI
Chartered Accountants
FIRM REGISTRATION No.: 117761W
K. G. SHANKER
Place : MUMBAI PARTNER
Date : 29th APRIL, 2014 MEMBERSHIP NO.: 36705
Mar 31, 2013
1 We have audited the attached Balance Sheet of ROSELABS FINANCE
LIMITED ("the Company") as at 31st March, 2013 and the Statement of
Profi t and Loss and also the Cash Flow Statement of the Company for
the year ended on that date annexed thereto. These fi nancial
statements are the responsibility of the Company''s management. Our
responsibility is to express an opinion on these fi nancial statements
based on our audit.
2 We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the fi
nancial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the fi nancial statements. An audit also includes
assessing the accounting principles used and signifi cant estimates
made by management, as well as evaluating the overall fi nancial
statement presentation. We believe that my audit provides a reasonable
basis for our opinion.
3 As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order'') as amended by the Companies (Auditor''s Report) (Amendment)
Order, 2004 , issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956 (''the Act''),
and according to the information and explanations given to us during
the course of the audit and on the basis of such checks of the books
and records of the Company as we considered appropriate, we give in the
Annexure a statement on the matters specifi ed in paragraphs 4 & 5 of
the said Order, to the extent applicable to the Company.
4 Further to our comments in the Annexure referred to in Paragraph 3
above, we state 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 such
books.
c) The Balance Sheet, the Statement of Profi t & Loss and Cash Flow
Statement referred to in this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, the Statement of Profi t & Loss
and Cash Flow Statement dealt with by this report comply with the
requirements of 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 March 31, 2013 and taken on record by the Board of Directors, we
report that none of the directors of the Company is disqualifi ed from
being appointed as director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accouts read together with the
notes thereon, give the information required by the Companies Act, 1956
in the manner so required and give a true and fair view inconformity
with the accounting principles generally accepted in India :- i) in the
case of the Balance Sheet of the state of affairs of the Company as at
31st March, 2013 and
ii) in the case of the Statement of Profi t and Loss of the loss of the
Company for the year ended on that date. ii) in the case of Cash Flow
Statement, of the cash fl ows for the year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN
TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE
BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE , WE FURTHER STATE
THAT :
1 (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) All the Fixed assets have been physically verifi ed by the
management during the year but there is a regular programme of verifi
cation 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 verifi cation.
(c ) In our opinion, the company has not disposed off substantial part
of fi xed assets during the year and the going concern status of the
company is not affected.
2 (a) The inventory has been physically verifi ed during the year by
the management. In our opinion, the frequency of verifi cation is
reasonable. The Company has received confi rmation of Shares lying with
depository participants at regular intervals.
(b) The procedures of physical verifi cation of inventories followed by
management are reasonable and adquate in relation to the size of the
company and nature of its business.
(c ) The Company is maintaining proper records of inventory. The
discrepancies noticed on verifi cation between the physical stocks and
the book records were not material.
3 (a) The Company has not granted nor obtained loans as per register
maintained under Section 301 of the Companies Act, 1956.
4 In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fi xed assets and also with regard to the sale
of goods & services. During the course of our audit, we have not
observed any continuing failure to correct major weakness in internal
control systems.
5 (a) The Clause (a) & (b) are not applicable as per Nil Register
produced before us. (b) In our opinion and according to the
information and explanations given to us, the transaction made in
pursuance of contracts or arrangements entered in the register
maintained under section 301 of the Companies Act, 1956 and exceeding
the value of rupees fi ve lacs in respect of any party during the year
have been made at prices which are reasonable having regards to
prevailing market prices at relevant time.
6 The Company has not accepted any deposits from the public within the
meaning of Sections 58A and 58AA and directions issued by the Reserve
Bank of India or any other relevant provisions of the Act and the rules
framed there under.
7 The Management had taken adequate steps but not installed internal
audit system.
8 We have been informed by the management that Central Government has
not prescribed maintainance of cost records under Section 209(I) (d) of
the Companies Act, 1956 in respect of products manufactured by the
Company.
9 In respect of statutory dues :
(a) According to the records of the Company, the Company is regular in
depositing with appropriate authorities the undisputed statutory dues
including providend fund, investor education protection fund, employees
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues
applicable to it. According to the information and explanations given
to us, no undisputed amounts payable in respect of aforesaid dues were
outstanding as at 31st March, 2013 for a period of more that six months
from the date they become payable.
10 The Company''s accumulated losses as at 31st March, 2013 exceeds fi
fty percent of its net worth and has incurred cash losses in the fi
nancial year ended on that date and in the immediately preceding fi
nancial year.
11 As the Company has not borrowed from fi nancial institutions or
banks or issued debentures. Hence in our opinion, the question of
reporting on defaults in repayment of dues to fi nancial institutions
or banks or debenture holders does not arise.
12 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, Therefore, the provisions of clause 4(xii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
13 In our opinion, the Company is not a chit fund or a nidhi/mutual
benefi t fund/society. Therefore, the provisions of clause 4 (xiii) of
the Companies (Auditor''s Report) Order, 2003 are not applicable of the
Company.
14 The Company has maintained proper records of transactions and
contracts in respect of dealings in or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, debentures and other investments have been held by
the Company in its own name.
15 As the Company has not given any guarantee for loans taken by others
from bank or fi nancial institutions. Therefore, the provisions of the
Act are not applicable to the Company. Therefore, the provisions of
clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the Company.
16 The Company has not raised any term loan during the year. Therefore,
the provision of the Act are not applicable to the Company. Therefore,
the provisions of clause 4(xvi) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the Company.
17 According to the information and explanations given to us and on an
overall examination of the Balance sheet of the Company, we are of the
opinion that no funds raised on short term basis have been used for
long term investment.
18 According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
year to any parties and companies covered in the register maintained
under Section 301 of the Companies Act, 1956. Therefore, the provisions
of clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are
not applicable of the Company.
19 As Company has not issued any debentures during the year. Therefore,
the provisions of clause 4(xix) of the Companies (Auditor''s Report)
Order, 2003 are not applicable of the Company.
20 As the Company has not raised any money by way of public issue
during the year. Therefore, the provisions of clause 4(xx) of the
Companies (Auditor''s Report) Order, 2003 are not applicable of the
Company.
21 In our opinion 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 MEHTA KOTHARI & ASSOCIATES
CHARTERED ACCOUNTANTS
(PRADIP C. MEHTA)
PARTNER.
Membership No. : 35447
PLACE : MUMBAI
DATE : 30th May, 2013
Mar 31, 2012
1 We have audited the attached Balance Sheet of ROSELABS FINANCE
LIMITED ("the Company") as at 31st March, 2012 and the Statement of
Profit and Loss and also the Cash Flow Statement of the Company for the
year ended on that date annexed thereto. These financial statements are
the responsibility of the Company''s management. Our responsibility is
to express an opinion on these financial statements based on our audit.
2 We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in 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 my audit provides a reasonable basis for
our opinion.
3 As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order'') as amended by the Companies (Auditor''s Report) (Amendment)
Order, 2004 , issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956 (''the Act''),
and according to the information and explanations given to us during
the course of the audit and on the basis of such checks of the books
and records of the Company as we considered appropriate, we give in the
Annexure a statement on the matters specified in paragraphs 4 & 5 of
the said Order, to the extent applicable to the Company.
4 Further to our comments in the Annexure referred to in Paragraph 3
above, we state 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 such
books.
c) The Balance Sheet, the Statement of Profit & Loss and Cash Flow
Statement referred to in this report are in agreement with the books of
account.
d) In our opinion, the Balance Sheet, the Statement of Profit & Loss
and Cash Flow Statement dealt with by this report comply with the
requirements of 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 March 31, 2012 and taken on record by the Board of Directors, we
report that none of the directors of the Company is disqualified from
being appointed as director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accouts read together with the
notes thereon, give the information required by the Companies Act, 1956
in the manner so required and give a true and fair view inconformity
with the accounting principles generally accepted in India
i) in the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2012 and
ii) in the case of the Statement of Profit and Loss of the loss of the
Company for the year ended on that date, iii) in the case of Cash Flow
Statement, of the cash flows for the year ended on that date.
ANNBXURE TO THE AUDITORS REPORT
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN
TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE
BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE , WE FURTHER STATE
THAT :
1 (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets,
(b) All the Fixed assets have been physically verified by the
management during the year but there is a regular programme 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 ) In our opinion, the company has not disposed off substantial part
of fixed assets during the year and the going concern status of the
company is not affected.
2 (a) The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable, The Company has received confirmation of Shares lying with
depository participants at regular intervals.
(b) The procedures of physical verification of inventories followed by
management are reasonable and adquate in relation to the size of the
company and nature of its business.
(c ) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
3 (a) The Company has not granted nor obtained loans as per register
maintained under Section 301 of the Companies Act, 1956.
4 In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also with regard to the sale of
goods & services. During the course of our audit, we have not observed
any continuing failure to correct major weakness in internal control
systems.
5 (a) The Clause (a) & (b) are not applicable as per Nil Register
produced before us.
(b) In our opinion and according to the information and explanations
given to us, the transaction made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lacs in
respect of any party during the year have been made at prices which are
reasonable having regards to prevailing market prices at relevant time.
6 The Company has not accepted any deposits from the public within the
meaning of Sections 58A and 58AA and directions issued by the Reserve
Bank of India or any other relevant provisions of the Act and the rules
framed there under.
7 In our opinion, the Company has not maintained internal internal
audit system due to smallness of the business,
8 We have been informed by the management that Central Government has
not prescribed maintainance of cost records under Section 209(1) (d) of
the Companies Act, 1956 in respect of products manufactured by the
Company.
9 In respect of statutory dues :
(a) According to the records of the Company, the Company is regular in
depositing with appropriate authorities the undisputed statutory dues
including providend fund, investor education protection fund, employees
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues
applicable to it. According to the information and explanations given
to us, no undisputed amounts payable in respect of aforesaid dues were
outstanding as at 31st March, 2012 for a period of more that six months
from the date they become payable,
10 In our opinion, the accumulated losses of the Company are not more
than fifty percent of its networth. The Company has incurred cash
losses during the financial year coverd by our audit. However, has not
incurred cash losses in the immediately preceding financial year.
11 As the Company has not borrowed from financial institutions or banks
or issued debentures. Hence in our opinion, the question of reporting
on defaults in repayment of dues to financial institutions or banks or
debenture holders does not arise.
12 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, Therefore, the provisions of clause 4(xii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
13 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 of the
Company.
14 The Company has maintained proper records of transactions and
contracts in respect of dealings in or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, debentures and other investments have been held by
the Company in its own name.
15 As the Company has not given any guarantee for loans taken by others
from bank or financial institutions. Therefore, the provisions of the
Act are not applicable to the Company. Therefore, the provisions of
clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the Company.
16 The Company has not raised any term loan during the year. Therefore,
the provision of the Act are not applicable to the Company. Therefore,
the provisions of clause 4(xvi) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the Company.
17 According to the information and explanations given to us and on an
overall examination of the Balance sheet of the Company, we are of the
opinion that no funds raised on short term basis have been used for
long term investment.
18 According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
year to any parties and companies covered in the register maintained
under Section 301 of the Companies Act, 1956. Therefore, the provisions
of clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are
not applicable of the Company.
19 As Company has not issued any debentures during the year. Therefore,
the provisions of clause 4(xix) of the Companies (Auditor''s Report)
Order, 2003 are not applicable of the Company.
20 As the Company has not raised any money by way of public issue
during the year. Therefore, the provisions of clause 4(xx) of the
Companies (Auditor''s Report) Order, 2003 are not applicable of the
Company.
21 In our opinion 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 MEHTA KOTHARI & ASSOCIATES
CHARTERED ACCOUNTANTS
Sd/-
(PRADIP C. MEHTA)
PARTNER.
Membership No. : 35447
PLACE : MUMBAI
DATE : 30th May, 2012
Mar 31, 2011
We have audited the attached Balance Sheet of "ROSELABS FINANCE
LIMITED" as at 31st March,2011 and the Profit and Loss Account and the
Cash Flow Statement of the Company for the year ended on that date
annexed thereto and 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.
1 We conducted our audit in accordance with auditing standard 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.
2. As required by the Companies (Auditor's Report) Order,2003 ('the
Order') as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Companies Act, 1956 ('the
Act'), and according to the information and explanation given to us
during the course of the audit and on the basis of such checks as we
considered appropriate, We have enclosed in the Annexure a statement on
the matters specified in paragraphs 4 & 5 of the said order, to the
extent applicable to the Company.
3. Further to our comments in the Annexure referred to in Paragraph 1
above, we state 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 accounts as required by Law have been
kept by the Company so far as appears from our examination of such
books.
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
referred to in this report are in agreement with the books of accounts.
d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the requirements
of the accounting standards referred to in Sub Section (3C) of
Section211 of the Companies Act, 1956.
e) On the basis of written representations received from the directors
as on March 31, 2011 and taken on record by the Board of Directors, we
report that none of the directors of the Company are disqualified from
being appointed as director in terms of clause (g) of sub-section (1)
of Section 274 of the Act.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet, the Profit and
Loss Account and Cash Flow Statement read together with the notes
thereon give the information required by the Companies Act, 1956 in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India :-
i) in so far as it relates to the Balance Sheet of the state of affairs
of the Company as at 31st March,201 land
ii) in so far as itfelates.to the Profit and Loss Account of the Loss
of the Company for the year ended on that date.
iii) in so far as it relates to the Cash Flow Statement, of the cash
flows for the year ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE AND IN
TERMS OF THE EXPLANATIONS AND THE INFORMATION GIVEN TO US AND ON THE
BASIS OF SUCH CHECKS AS WE CONSIDERED APPROPRIATE, WE FURTHER STATE
THAT:
1. In respect of Fixed Assets:
(a) The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of information available.
(b) All the assets have not been physically verified by the management
during the year but there is a regular programme 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) In our opinion, the company has not disposed off substantial part
of fixed assets during the year and the going concern status of the
company is not affected.
(d) None of the Fixed Assets have been revalued during the year.
2. In respect of loans, secured or unsecured, granted or taken by the
company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
(a) The company has granted and obtained loans to Companies covered in
the register maintained under section 301 of the Companies Act, 1956.
The amount of loan is as per notes to accounts.
(b) In our opinion, and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions of loans given are not prima facie prejudicial to the
interest of the company.
(c) The parties have repaid the principal amounts as stipulated and
have been regular in the payment of interest wherever applicable.
(d) There is no overdue amount of loans granted to the companies, firms
or other parties listed in the Register maintained under section 301 of
the Companies Act, 1956.
(e) The company has taken loans from parties covered in the register
maintained under Section 301 of the Companies Act, 1956.
3. In our opinion and according to the information and explanations
given to us, there are adequate infernal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also with to the sale of goods
& services. During the course of our audit, we have not observed any
continuing failure to correct major weakness in internal controls
system.
4. In respect of transactions covered under section 301 of the
Companies Act, 1956:
(a) According to the information and explanation given to us, we are of
the opinion that the particulars of contracts or arrangements that need
to be entered into the register maintained under Section 301 of the
Companies Act, 1956 have been so entered.
(b] In our opinion and according to the information and explanation
given to us, the transaction made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lacs in
respect of any party during the year have been made at prices which are
reasonable having regards to prevailing market prices at relevant time.
5. The company has not accepted any deposits from the public.
6. In our opinion, the Company has an internal audit system
commensurate with the size of the company and the nature of its
business.
7. We have been informed by the management that Central Government has
not prescribed maintainance of Cost Records under section 209(1) (d) of
the Companies Act, 1956 in respect of products manufactured by the
company.
8. In respect of statutory dues :
(a) According to the records of the company, the company is regular in
depositing with appropriate authorities undisputed statutory dues
including providend fund, investor education protection fund, employees
state insurance, income tax, sales tax, wealth tax, service tax, custom
duty, excise duty, cess and other material statutory dues applicable to
it, According to the information and explanations given to us, no
undisputed amounts payable in respect of aforesaid dues were
outstanding as at 31st March, 2011 for a period of more that six months
from the date they become payable.
(b) According to the information and explanations given to us, no
government dues are Outstanding.
9. in our opinion, the accumulated losses of the company are not more
than fifty percent of its networth. The company has not incurred any
cash losses during the financial year covered by our audit or in the
immediately preceding financial year.
10. According to the records of the company, the company has not
borrowed from financial institutions or banks or issued debentures till
31st March, 2011. Hence in our opinion, the question of reporting on
defaults in repayment of dues to financial institutions or banks or
debenture holders does not arise.
11. 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.
12. In our opinion, the company is not a chit fund or a nidhi/mutual
benefit fund/society. Hence clause 4 (xiii) of the Companies
(Auditor's Report) Order 2003 is not applicable of the company.
13. The Company has maintained proper records of transactions and
contracts in respect of dealings in or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, debentures and other investments have been held by
the company in its own name.
14. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
or financial institutions.
15. The company has not raised any term loan during the year.
16. According to the information and explanations given to us and on an
overall examination of the Balance sheet of the company, we are of the
opinion that no funds raised on short term basis have been used for
long term investment.
17. According to the information and explanations given to us, the
company has not made any preferential allotment of shares, during the
year, to parties and companies covered in the register maintained under
section 301 of the Companies Act, 1956.
18. The company has not issued any debentures during the year.
19. During the period covered by our Audit Report, the company has not
raised any money by way public issue during the year.
20. In our opinion and according to the information and explanations
given to us, no fraud on or by the company has been noticed or reported
during the year.
21. As per the information and explanations given to us, Other matter
under the order are either Nil or Not Applicable.
FOR MEHTA KOTHARI & ASSOCIATES
CHARTERED ACCOUNTANT
SD/-
DATE: 11TH AUGUST, 2011. PRADIP C. MEHTA
PLACE: MUMBAI PARTNER
Mar 31, 2010
We have audited the attached Balance Sheet of "ROSELABS FINANCE
LIMITED" (the Company) as at 31st March,2010 and the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date annexed thereto and 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.
1. We conducted our audit in accordance with auditing standard
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
bur opinion.
2. As required by the Companies (Auditors Report) Order,2003 (the
Order) as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Companies Act, 1956 (the
Act), and according to the information and explanation given to us
during the course of the audit and on the basis of such checks as we
considered appropriate, we have enclosed in the Annexure a statement on
the matters specified in paragraphs 4 & 5 of the "said order, to the
extent applicable to the Company.
3. Further to our comments in the Annexure referred to in Paragraph 1
above, we state 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 accounts as required by Law have been
kept by the Company so far as appears from our examination of such
books.
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
referred to in this report are in agreement with the books of accounts.
d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement complied with the requirements of the accounting
standards referred to in Sub Section (3C) of Section211 of the
Companies Act, 1956.
e) On the basis of written representations received from the directors
as on March 31,2010 and taken on record by the Board of Directors, we
report that none of the directors of the Company are disqualified from
being appointed as director in terms of clause (g) of sub-section (1)
of Section 274 of the Act.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet, the Profit and
Loss Account and Cash Flow Statement read together with the notes
thereon give the information required by the Companies Act, 1956 in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India :-
i) in so far as it relates to the Balance Sheet of the state of affairs
of the Company as at 31st March,2010 and
ii) in so far as it relates to the Profit and Loss Account of the Loss
of the Company for the year ended on that date.
iii) in so far as it relates to the Cash Flow Statement, of the cash
flows for the year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
Referred to in Paragraph (1) of our report of even date.
1. In respect of Fixed Assets:
(a) The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of information available.
(b) All the assets have not been physically verified by the management
during the year but there is a regular programme 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) In our opinion, the company has not disposed off substantial part
of fixed assets during the year and the going concern status of the
company is not affected.
(d) None of the Fixed Assets have been revalued during the year.
2. In respect of loans, secured or unsecured, granted or taken by the
company to/from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
(a) The company has granted a loan to a Company covered in the register
maintained under section 301 of the Companies Act, 1956. The Amount of
loan is as per notes to accounts.
(b) In our opinion, and according to the information and explanations
given to us, the rate of interest, wherever applicable and other terms
and conditions of loans given are not prima facie prejudicial to the
interest of the company.
(c) The parties have repaid the principal amounts as stipulated and
have been regular in the payment of interest wherever applicable.
(d) There is no overdue amount of loans granted to the companies, firms
or other parties listed in the register maintained under section 301 of
the Companies Act, 1956.
(e) The company has taken loans from parties covered in the register
maintained under Section 301 of the Companies Act, 1956.
3. In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and also with to the sale of goods
& services. During the course of our audit, we have not observed any
continuing failure to correct major weakness in internal controls
system.
4. In respect of transactions covered under section 301 of the
Companies Act,1956:
(a) According to the information and explanation given to us, we are of
the opinion that the particulars of contracts or arrangements that need
to be entered into the register maintained under Section 301 of the
Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanation
given to us, the transaction made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lacs in
respect of any party during the year have been made at prices which are
reasonable having regards to prevailing market prices at relevant time.
5. The company has not accepted any deposits from the public.
6. In our opinion, the Company has an internal audit system
commensurate with the size of the company and the nature of its
business.
7. We have been informed by the management that Central Government has
not prescribed maintainancp of Cost Records under section 209(1) (a) of
the Companies Act, 1956 in respect of products manufactured by the
company.
8. In respect of statutory dues :
(a) According to the records of the company, the company is regular in
depositing with appropriate authorities undisputed statutory dues
including providend fund, investor education protection fund, employees
state insurance, income tax, sales tax, wealth tax, service tax, custom
duty, excise duty, cess and other material statutory dues applicable to
it, According to the information and explanations given to us, no
undisputed amounts payable in respect of aforesaid dues were
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, the
following government dues have not been paid.
Rs.
TDSPAYABLE (2009-2010) NIL
-ESIC - EMLOYEES CONTRIBUTION NIL
INCOME TAX ON SALARY 39914
PROFESSION TAX 1600
PROVIDENT FUND 20299
PROVISION FOR F.B.T NIL
61813
9. In our opinion, the accumulated losses of the company are not more
than fifty percent of its networth. The company has not incurred any
cash losses during the financial year coverd by our audit or in the
immediately preceding financial year.
10. According to the records of the company, the company has not
borrowed from financial institutions or banks or issued debentures till
31st March, 2010. Hence in our opinion, the question of reporting on
defaults in repayment of dues to financial institutions or banks or
debenture holders does not arise.
11. 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.
12. In our opinion, the company is not a chit fund or a nidhi/mutual
benefit fund/society. Hence clause 4 (xiii) of the Companies (Auditors
Report) Order 2003 is not applicable of the company.
13.. The Company has maintained proper records of transactions and
contracts in respect of dealings in or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, debentures and other investments have been held by
the company in its own name.
14. According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from bank
or financial institutions.
15. The company has not raised any term loan during the year.
16. According to the information and explanations given to us and on
an overall examination of the Balance sheet of the company, we are of
the opinion that no funds raised on short term basis have been used for
long term investment.
17. According to the information and explanations given to us, the
company has not made any preferential allotment of shares, during the
year, to parties and companies covered in the register maintained under
section 301 of the Companies Act, 1956.
18. The company has not issued any debentures during the year.
19. The company has not raised any money by way public issue during
the year.
20. In our opinion and according to the information and explanations
given to us, no fraud on or by the company has been noticed or reported
during the year.
21. As per the information and explanations given to us, Other matter
under the order are either Nil or Not Applicable.
FOR MEHTA KOTHARI & ASSOCIATES
Chartered Accountants
Place : MUMBAI (PRADIP C. MEHTA)
Date : 06th July, 2010. Partner