| We have audited the accompanying financial statements of GOLD ROCK
INVESTMENTS LIMITED ("the Company"). which comprise the Balance Sheet
as at March 31. 2013, 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'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 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). 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.
Auditor's 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. An audit also includes evaluating the appropriateness of
accounting polities used and the reasonableness of die 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
Basis of Qualified Opinion
We draw attention to;
1. Note No.26 of financial statement, regarding the outstanding
balances of some of the Borrowings, loans and advances, Deposits and
Trade Payables being subject to confirmation from the respective
parties and consequential reconciliation/ adjustments arising there
from, If any. the impact of the same on the loss, assets and
liabilities of the Company is not ascertained,
2.Note No. 1(viii) and Note No.1 (iii) of financial statements
regarding Gratuity, Leave Encashment and Dividend income being
accounted for on cash basis. The same is not in line with Accounting
Standard 15 "Employee Benefits" and Accounting standard 9 Revenue
Recognition issued by the Institute of Chartered Accountants of India.
The impact thereof on the Loss and liabilities of the Company is not
ascertained.
3.Note No. 25 of financial statements relating of the current
liabilities pertaining to erstwhile Syscom Corporation division not
being restated at the yearend exchange rate in accordance with
Accounting Standard I I "The Effects of Changes in Foreign Exchange
Rate". issued by the Institute of Chartered Accountants of India, the
impact thereof an Loss for the year, liabilities and the reserves of
the Company are not ascertainable
4. The Company has not recognized and accounted for the Deferred Tax
Liability /Asset (amount not ascertained) in accordance with Accounting
Standard 22 "Accounting for Taxes on Income" issued by the Institute of
Chartered Accountants of India.
Qualified Opinion
In our opinion and to the best of our information and according to the
explanations to us. except for the effects of the matter described in
the Basis for Qualified Opinion paragraph, the financial statements
give the information required by the Act 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 affairs of the Company
as at March 31, 2013;
b) in the case of the Statement of Profit and Loss for the year endue
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 Auditors Report Order, 2003 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act. we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that;
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b) in our opinion proper books of account as required by law have been
kept by the company so far as appears from our examination of those
books.
c) the Balance Sheet, Statement of Profit and loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.
d) Except for the effects of the matter described in the Basis for
Qualified Opinion paragraph, in our opinion, the Balance Sheet.
Statement of Profit and Loss. and Cash Flow Statement comply with the
Accounting Standards referred to subsection 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,
none of the directors is disqualified as on March 31 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f) Since the Central Government has not Issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act. 1956 nor has it issued any Rules under the said
section, prescribing the manner in which such cess is to be paid,no
cess is due and payable by the Company...
1. (a) The Company has maintained proper records Showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us the fixed assets have been physically verified
by the management and no material discrepancies. were noticed on such
verification. In our opinion the frequency of verification is
reasonable having regard to the size of the company and nature of its
business.
(c) During the year. the Company has not disposed off any material part
of fixed assets.
2. The Company does not have any inventory. accordingly Clause
4(ii)(a), (b) &(c) of the Order are not applicable.
3. (a) The Company has granted loans to various parties covered in the
register maintained. u/s.301 of the Companies Act. 1956. The maximum
amount involved during the year was Rs, 43192261/- and the year-end
balance of Joans granted to such parties was Rs 43192261/-
(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 are, prima-facia. prejudicial to the interest of the
company.
(c) As per the information and explanation given to us, the loans
granted are repayable on demand and no repayment schedule stipulated.
(d) In view of (c) above. there is no overdue amount in respect of the
loans given by the Company.
(e) The Company has taken unsecured loans from parties covered in the
register maintained u/s.301 of the Companies Act, 1956 amounting to
Rs.1204201/- (maximum outstanding at any time during ihe year
Rs.1204201/-)
(f) In our opinion and according to the information and explanations
given to us the rate of interest and wherever applicable and other
terms and conditions are. prima- fecie. not prejudicial to the interest
of the company,
(g) As per the information and explanation given to us the loan taken
are repayable on demand and no repayment schedule is stipulated.
4. In our opinion, and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with size of the Company and nature of its business for the purchase of
fixed assets. During the course of audit we have not observed any,
major weakness in the internal control systems.
5. (a)According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or
arrangements that need to be entered in 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 explanations
given to us. the transactions made in pursuance of contracts and
arrangements entered in the register maintained under section 301 of
the Companies Act 1956 and exceeding value of Rs. Five lakhs in respect
of any party during the year have been made at prices which are
reasonable having regard to prevailing market prizes at the relevant
time.
6. According to the Information and explanations given to us, the
Company has not accepted any deposits from public and consequently, the
directives issued by the Reserve Bank of India. the provision of
Sections 58A and 58AA of the Companies Act, 1956 and the rules framed
there-under are not applicable.
7. According to the information and explanations given to us, the
Company did not have internal audit system during the year.
8. According to the information and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of sub-section (1) of Section 209 of the Companies
Act. 1956 in respect of activities carried on by the Company
9. (a) According to the Information and explanations given to us. and
on the basis of our examination of the books of account, the Company
has been generally regular in depositing with appropriate authorities
undisputed statutory dues including Sales tax. Income-tax. Wealth tax,
Service tax Custom duty Excise duty. Cess and any other material
Statutory dues applicable to it, According to die information and
explanations given to us. there are no undisputed amount payable in
respect of aforesaid dues as at March 31, 2013 for a period of more
than 6 months from the date they became payable.
(b) According to the information and explanation given to us. there are
no dues in respect of sales tax. income tax, service tax, custom duty,
wealth tax. excise duty and cess that have not been deposited with the
appropriate authority on account of say dispute except for income tax
demand of Rs. 312980/- for the AY 2010-2011..
10. The Company does not have accumulated losses at the end of the
financial year and has not incurred cash losses in the current
financial year and in the immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us the Company has not defaulted in repayment of dues to a
financial institution, bank or debenture holders.
12. As per the information and explanations given to us, the Company
has not granted loans and advances on the basis if security by way of
pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund or a society. Accordingly, the provisions of clause 4
(xiii) of the Order are not applicable to the Company.
14. According to the information and explanations given to us. the
Company is maintaining records of transactions and contracts in respect
of dealing in shares, debentures and other securities and generally
timely entries have been made therein, All shares. debentures and other
securities have been held by the Company in its own name except to the
extent of the exemption granted under section 49 of the Companies Act.
1956 and save for certain shares which are either lodged for transfer
or held with valid transfer forms.
15. The Company has given an undertaking to various Financial
Institution. not to transfer, assign, pledges, hypothecate or otherwise
dispose off in any manner its investments in equity shares LML Ltd.
without prior approval of the institutions so long as the loans,
advances to LML. Ltd, by the institutions remains outstanding.
16. In our opinion and according to the information and explanations
giver to us. the term loans taken during the year, have been utilised
for the purpose for which the loans were taken,
17. According to the information and explanations given to us and on an
overall examination of the Balance sheet or the Company as at March 31,
2013. we are of the opinion that the Company has not Utilised funds
raised from short term sources towards long, term investments.
18. 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.
19, According to the information and explanations given to us, the
Company has not. issued any secured debentures during the year.
20. The Company has not raised any money by public issue during the
year covered by our audit.
21. Based on the audit procedures performed and according in the
information and explanations given to us. ,no fraud on or by the
Company has been noticed or reported during the year.
For KHANDELWALJAIN & CO.
Chartered Accountants
Firm Registration no. 105049W
(SHIVRATAN AGARWAL)
PARTNER
Membership No. 104180
Place: Mumbai
Date : May 30.2013
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