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Rose Merc. Ltd.

BSE: 512115 Sector: Others
NSE: N.A. ISIN Code: INE649C01012
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Rose Merc. Ltd. (ROSEMERC) - Auditors Report

Company auditors report

TO MEMBERS TO THE SHARE HOLDERS OF ROSE MERC LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Rose Merc Limited whichcomprise the Balance Sheet as at March 31 2017 and the Statement of Profit and Loss andCash Flow Statement for the year then ended and a summary of significant accountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the matters stated in section 134(5) of the CompaniesAct 2013("the Act") with respect to the preparation of these financialstatements that give a true and fair view of the financial position financial performanceand cash flows of the Company in accordance wit h the accounting principles generallyaccepted in India including accounting standards referred to in section 133 of the Actread with Rule 7 of the Companies (Account) Rules 2014. This responsibility also includesmaintenance of adequate accounting reco rds in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand 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 ouraudit.

We have taken into account the provisions of the Act and the Rules made there underincluding the accounting standards and matters which are required to be included in theaudit report. We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act and other applicable authoritativepronouncements issued by the Institute of Chartered Accountants of India. Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements.

The procedures selected depe nd on the auditor's judgment including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal control relevantto the Company's preparation and fair presentation of the financial statements in order todesign audit procedures that are appropriate in the circumstances but not for the purposeof expressing an opinion on whether the company has place an adequate internal financialcontrol s system over financial reporting and the operating effectiveness of suchcontrols.

An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by management as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(i) In the case of the Balance Sheet of the state of affairs of the Company as atMarch 312017;

(ii) In the case of the Statement of Profit and Loss of the profit for the year endedon that date;

(iii) Cash Flow Statement 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 ("theOrder") issued by the Central Government of India in terms of section 143(11) of theAct we give in "Annexure A" a statement on the matter specified in theparagraph 3 and 4 of the Order.

2. As required under provisions of section 143(3) of the Companies Act 2013 wereport that:

a. We have obtained all the information and explanations which to the best of ourknowledge and belief where necessary for the purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;

c. The Balance Sheet and Statement of Profit and Loss dealt with this report are inagreement with the books of account;

d. In our opinion the Balance Sheet and Statement of Profit and Loss comply with theaccounting standards referred to in section 133 of the Act read with Rule 7 of theCompanies (Account) Rules 2014;

e. On the basis of written representations received from the directors as on March 312017 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2017 from being appointed as a director in terms of section 164(2) of theAct.

f. With respect to the adequacy of the internal financial controls over financialreporting of the company and operating effectiveness of such controls referred to ourseparate report in" Annexure B".

g. With respect to other matters to be included in the Auditor s Report in accordancewith Rule 11 of the Companies (Audit and Auditor) Rules 2014 in our opinion and to thebest of our knowledge and belief and according to the information and explanations givento us:

(a) The Company does not have any pending litigation as at March 31 2017 on itsfinancial position in its financial statements except as mentioned in below:

Name of the status Nature of Dues Amount (Rs.) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 14149263/- A.Y. 2009-10 CIT (A)

(b) The Company did not have any long-term and derivative contracts as at March 312017.

(c) There has been no delay in transferring amounts required to be transferred theInvestor Education and Protection Fund by the Company during the year ended March 312017.

(d) The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Note 27 to the financial statements.

For Doshi Maru & Associates
Chartered Accountants
F.R.N. 0112187W
Sarvesh A. Gohil
Place: Jamnagar Partner
Date: May 24 2017 M.No. 135782

ANNEXURE "A" TO THE AUDITORS' REPORT

In terms of the information and explanations given to us and the books and recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe state as under:

I. In respect of Its Fixed Assets:

According to the information and explanation given to us and in the basis of ourexamination of the records of the company the company does not have any fixed assetsduring the year. Accordingly this clause is not applicable to the company.

II. The stock of inventory has been physically verified during the year by theManagement at reasonable intervals except stock lying with third parties. Confirmationsof such stocks with third parties have been obtained by the Company in most of the cases.The discrepancies noticed on physical verification of stocks as compared to book recordswere not material; however the same have been properly dealt with the books of account.

III. The company has not granted any loans secured or unsecured to companiesfirms Limited Liability Partnerships or other parties covered in the register maintainedunder section 189 of the Companies Act 2013. Therefore the provisions of Clause 3(iii)(a) (iii)(b) and (iii)(c) of the said order are not applicable to the company.

IV. In our opinion and according to the information and explana tions given to usthe Company has granted loans guarantees and investments covered under the provisions ofsection 185 and 186 of the Companies Act 2013 and it has complied with provisions ofsection 185 and 186 of the Companies Act 2013.

V. The company has not accepted any deposits from the public within the meaning ofsections 73 to 76 or any relevant provisions of the 2013 act and the rules framed thereunder to the extent notified.

VI. The Central government has not prescribed the maintenance of cost records bythe company under section 148(1) of the companies Act 2013 for any of its products.

VII. In respect of Statutory Dues:

(a) The company is regular in depositing with appropriate authorities undisputedstatutory dues including Provident Fund Employees State Insurance Income Tax Sales TaxService Tax Duty of Customs Duty of Excise Value Added Tax Cess and any otherstatutory dues applicable to it. According to the information and explanations given tous no undisputed amounts payable in respect of income tax sales tax customs dutyexcise duty and cess were in arrears as at 31.03.17 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us there are no dues ofsales tax income tax custom duty wealth tax excise duty and cess which have not beendeposited on account of any dispute except the following :

Name of the status Nature of Dues Amount Period to which the amount relates Forum where dispute is pending
(Rs.)
Income Tax Act 1961 Income tax 14149263/- A.Y. 2009-10 CIT (A)

VIII. Based on our audit procedures and according to the information andexplanations given to us we are of the opinion that the Company has not defaulted inrepayment of loans or borrowing to financial institutions banks or Government. Thecompany has not issued any debentures as at the balance sheet date.

IX. The Company has not raised any money by Initial Public Offer or Further PublicOffer including Debt instruments and term loans. Hence this clause is not applicable tothe company.

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

XI. In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct.

XII. In our opinion and according to the information and explanations given to usthe Company is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

XIII. According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the related parties are incompliance with sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the financial statements etc. as required by the applicableaccounting standards;

XIV. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review.

XV. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

XVI. The company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.

For Doshi Maru & Associates
Chartered Accountants
F.R.N. 0112187W
Sarvesh A. Gohil
Place: Jamnagar Partner
Date: May 24 2017 M.No. 135782

ANNEXURE "B" TO AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ('the Act')

We have audited the internal financial controls over financial reporting of Rose MercLimited ('the Company') as of March 31 2017 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company s management is responsible for establishing and maintaining internalfinancial 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 Reporting (the'Guidance Note') issued by the Institute of Chartered Accountants of India (the 'ICAI').These responsibilities include the design implementation and maintenance of adequateinternal finan cial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' 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 and the Standards on Auditing issued by the ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor s judgment including the assessment of therisks 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 toprovide a basis for our audit opinion on the Company s internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.

For Doshi Maru & Associates
Chartered Accountants
F.R.N. 0112187W
Sarvesh A. Gohil
Place: Jamnagar Partner
Date: May 24 2017 M.No. 135782