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GOCL Corporation Ltd.

BSE: 506480 Sector: Industrials
NSE: GOCLCORP ISIN Code: INE077F01035
BSE LIVE 15:59 | 25 Sep 526.00 -15.15
(-2.80%)
OPEN

550.70

HIGH

558.15

LOW

520.05

NSE 15:31 | 25 Sep 529.45 -12.90
(-2.38%)
OPEN

549.95

HIGH

560.45

LOW

524.00

OPEN 550.70
PREVIOUS CLOSE 541.15
VOLUME 4988
52-Week high 587.00
52-Week low 223.00
P/E 163.35
Mkt Cap.(Rs cr) 2,606
Buy Price 0.00
Buy Qty 0.00
Sell Price 526.00
Sell Qty 22.00
OPEN 550.70
CLOSE 541.15
VOLUME 4988
52-Week high 587.00
52-Week low 223.00
P/E 163.35
Mkt Cap.(Rs cr) 2,606
Buy Price 0.00
Buy Qty 0.00
Sell Price 526.00
Sell Qty 22.00

GOCL Corporation Ltd. (GOCLCORP) - Auditors Report

Company auditors report

To the Members of GOCL Corporation Limited

1. This certificate is issued in accordance with the terms of our engagement letterdated September 29 2016

2. We Deloitte Haskins & Sells Chartered Accountants the Statutory Auditors ofGOCL CORPORATION LIMITED ("the Company") have examined the compliance ofconditions of Corporate Governance by the Company for the year ended on 31st March 2017as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paraC and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (the Listing Regulations).

Managements' Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of theManagement. This responsibility includes the design implementation and maintenance ofinternal control and procedures to ensure the compliance with the conditions of theCorporate Governance stipulated in Listing Regulations.

Auditor's Responsibility

4. Our responsibility is limited to examining the procedures and implementationthereof adopted by the Company for ensuring compliance with the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

5. We have examined the books of account and other relevant records and documentsmaintained by the Company for the purposes of providing reasonable assurance on thecompliance with Corporate Governance requirements by the Company.

6. We have carried out an examination of the relevant records of the Company inaccordance with the Guidance Note on Certification of Corporate Governance issued by theInstitute of the Chartered Accountants of India (the ICAI) the Standards on Auditingspecified under Section 143(10) of the Companies Act 2013 in so far as applicable for thepurpose of certificate and as per the Guidance Note on Reports or Certificates for SpecialPurposes issued by the ICAI which requires that we comply with the ethical requirements ofthe Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard onQuality Control (SQC) 1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the relevant records and according to the informationand explanations provided to us and the representations provided by the Management wecertify that the Company has complied with the conditions of Corporate Governance asstipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para Cand D of Schedule V of the Listing Regulations during the year ended 31st March 2017.

9. We state that such compliance is neither an assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the Management has conductedthe affairs of the Company.

For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No. 008072S)
Ganesh Balakrishnan
Partner
Secunderabad May 29 2017 (Membership No. 201193)

TO THE MEMBERS OF

GOCL CORPORATION LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GOCL CorporationLimited ("the Company") which comprise the Balance Sheet as at 31st March 2017the Statement of Profit and Loss and the Cash Flow Statement for the year then ended anda summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsprescribed under section 133 of the Act.

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

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit of the standalone financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the standalone financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the standalone financial statements. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone financial statements that give atrue and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone financialstatements. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its profit and its cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act based on our audit we report to theextent applicable that: a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit. b) In our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books. c) The BalanceSheet the Statement of Profit and Loss and the Cash Flow Statement dealt with by thisReport are in agreement with the relevant books of account. d) In our opinion theaforesaid standalone financial statements comply with the Accounting Standards prescribedunder section 133 of the Act. e) On the basis of the written representations received fromthe directors as on 31st March 2017 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2017 from being appointed as a director interms of Section 164 (2) of the Act. f) With respect to the adequacy of the internalfinancial controls over financial reporting of the Company and the operating effectivenessof such controls refer to our separate Report in "Annexure A". Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of theCompany's internal financial controls over financial reporting. g) With respect to theother matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 as amended in our opinion and to the best ofour information and according to the explanations given to us: i. The Company hasdisclosed the impact of pending litigations on its financial position in its standalonefinancial statements. ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses. iii. There hasbeen no delay in transferring amounts required to be transferred to the InvestorEducation and Protection Fund by the Company. iv The Company has provided requisitedisclosures in the standalone financial statements as regards its holding and dealings inSpecified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November2016 of the Ministry of Finance during the period from 8th November 2016 to 30th December2016. Based on audit procedures performed and the representations provided to us by themanagement we report that the disclosures are in accordance with the books of accountsmaintained by the Company and as produced to us by the Management. However as stated inNote 17 to the standalone financial statements as represented to us by the Managementamounts aggregating to ` 0.30 lakhs have been received towards transactions which are notpermitted.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No.008072S)
Ganesh Balakrishnan
Place: Secunderabad Partner
Date : 29th May 2017 (Membership No. 201193)

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and RegulatoryRequirements' Section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GOCLCorporation Limited ("the Company") as of 31st March 2017 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of Management and Directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No.008072S)
Ganesh Balakrishnan
Place: Secunderabad Partner
Date : 29th May 2017 (Membership No. 201193)

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date) (i) (a) The Company has maintainedproper records showing full particulars including quantitative details and situation offixed assets.

(b) Some of the fixed assets were physically verified during the year by the Managementin accordance with a programme of verification which in our opinion provides for physicalverification of all the fixed assets at reasonable intervals. According to the informationand explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deeds / transfer deeds /conveyance deeds provided to us we report that the title deeds comprising all theimmovable properties of land and buildings which are freehold are held in the name of theCompany as at the balance sheet date. Immovable properties of land whose title deeds havebeen pledged as equitable mortgage for loans obtained by subsidiaries the Company andco-developer are held in the name of the Company based on the confirmations directlyreceived by us from lenders (Refer Note 26(iv) 28(1) and 28(2)). In respect of immovableproperty of land that has been taken on lease and disclosed as fixed asset in thefinancial statements the lease agreement is in the name of the Company where the Companyis the lessee in the agreement and is under dispute [Refer Note 28(4)].

(ii) As explained to us the inventories except material lying with third partieswhich have been confirmed by such parties were physically verified during the year by theManagement at reasonable intervals and no material discrepancies were noticed on physicalverification. (iii) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. (iv) In our opinion and accordingto the information and explanations given to us the Company has complied with theprovisions of Sections 185 and 186 of the Companies Act 2013 in respect of grant ofloans making investments and providing guarantees and securities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year. There are no unclaimed deposits to which provisionof section 73 to 76 or any other relevant provisions of the Companies Act 2013 apply.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013.We have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended and prescribed by the Central Government under sub-section (1) of Section 148of the Companies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been made and maintained. We have however not made a detailed examinationof the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has been regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income-tax Sales Tax Service Tax CustomsDuty Excise Duty Value Added Tax cess and other material statutory dues applicable toit to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax Customs Duty Excise Duty ValueAdded Tax cess and other material statutory dues in arrears as at 31st March 2017 for aperiod of more than six months from the date they became payable.

(c) Details of dues of Income-tax Sales Tax Service Tax Customs duty Excise Dutyand Value Added Tax which have not been deposited as on March 31 2017 on account ofdisputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Involved Amount Deposited
(` Lakhs) (` Lakhs)
Central Excise Assistant Commissioner 1980-81 to 1986-87 and 1999-00 22.91 16.78
Excise Act Duty to 2002-03
1944 Deputy Commissioner 2000-01 0.90 0.90
Commissioner Appeals 1992-93 to 1995-96 & 2000-01 3.57 1.70
Central Excise and Service Tax 2006-07 and 2007-08 631.44 -
Appellate Tribunal
High Court of Andhra Pradesh & Telangana 2003-04 1.91 -

 

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Involved Amount Deposited
(` Lakhs) (` Lakhs)
Sales Tax Sales Assistant Commissioner 2000-01 to 2003-04 and 2007-08 65.96 16.77
and VAT Act Tax and Deputy Commissioner 2007-08 to 2011-12 77.81 11.89
VAT
Additional Commissioner 2011-12 to 2012-13 277.44 70.32
Joint Commissioner 2005-06 to 2011-12 227.95 73.80
Commissioner Appeals 1976-77 to 1983-84 and 1997-98 233.32 181.61
Sales Tax Tribunal 1992-93 1994-95 1995-96 1793.80 269.00
1998-99 and 2002-03 to 2005-06
High Court 1976-77 to 1987-88 1989-90 and 2787.94 537.41
1990-91
Finance Act Service Commissioner Appeals 2010-11 to 2013-14 11.64 0.50
1994 Tax Central Excise and Service Tax 2006-07 to 2008-09 and 2012-13 1802.10 13.21
Appellate Tribunal to 2014-15
Income-tax Income Commissioner Appeals 1994-95 1996-97 2001-02 2002- 1168.02 906.94
Act 1961 Tax 03 2008-09 2009-10 and 2013-14
Income Tax Appellate Tribunal 2011-12 63.51 3.00
High Court 2010-11 6.28 6.28
Supreme Court 2005-06 14.89 14.49

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to financialinstitutions and banks. The Company has not obtained any loan from government and has notissued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause (ix) ofthe Order is not applicable. (x) To the best of our knowledge and according to theinformation and explanations given to us no fraud by the Company and no material fraud onthe Company by its officers or employees has been noticed or reported during the year.(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements etc. as requiredby the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its holding subsidiary or associate company or personsconnected with them and hence provisions of section 192 of the Companies Act 2013 are notapplicable. (xvi) The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No.008072S)
Ganesh Balakrishnan
Place: Secunderabad Partner
Date : 29th May 2017 (Membership No. 201193)