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. () - Auditors Report

Company auditors report



Report on the Financial Statements

We have audited the accompanying financial statements of Mrs. Gemmia Oiltech (India)Limited ("the Company") which comprise the Balance Sheet as at 31st March 2014 the Statement of Profit and Loss and the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for 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 with the Accounting Standards referred to insub-section (3C) of section 211 of the Companies Act 1956 ("the Act"). Thisresponsibility includes the design implementation and maintenance of internal controlrelevant to the preparation and presentation of the financial statements that give a trueand 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 ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withthe ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers the internal control relevant to the Company's preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theManagement as well as evaluating the 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.

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

(a) in the case of the Balance Sheet of the state of affairs of the Company as at31stMarch 2014;

(b) in the case of the Statement of Profit and Loss of the profit of the Company forthe year ended on that date of 31st March 2014;

(c) in the case of the Statement of cash flow of the Company for the year ended on thatdate of 31st March 2014;

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 ofthe Act we give in the Annexure a statement on the matters specified in paragraphs 4 and5 of the Order.

2. As required by Section 227(3) of the Act we report that:

(i) " We are unable to express our opinion on the value of investments held inoverseas subsidiaries due to non availability of financial statements audit reportsthereon or the degree of control exercised by this Company as a holding company"

(ii) "Subject to impairment of trade receivables to the extent of Rs.15.34Crores"

(a) We have obtained all the information and explanations which to the best of ourknowledge 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 theCompany so far as it appears from our examination of those books.

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

(d) In our opinion the Balance Sheet Statement of Profit and Loss and the Cash FlowStatement comply with the Accounting Standards referred to in sub-section (3C) of section211 of the Act.

(e) On the basis of the written representations received from the directors as on 31stMarch 2014 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2014 from being appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the Act.

For R Ravindran & Associates
Chartered Accountants
Firm Registration No. 003222S
R. Ravindran
Membership No 23829
Chennai 30th May 2014

Annexure A

(Referred to in paragraph 3 of our report of even date)

1. Fixed Assets

The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets and has been periodically verified bythe management during the year. None of the fixed assets were revalued during the year.The company has not disposed any part of the Fixed Assets during the year

2. Inventory

The company does not carry any inventory as on balance sheet date.

3. Loan to / from directors and interested parties

a) The Company has granted loans during the year to its two subsidiaries and the twoparties listed in the Register maintained under Section 301 of the Companies Act 1956.The maximum amount given during the year is Rs 13637258 and the year end balance is Rs25768727

b) The Company has taken unsecured loans from two parties register maintained underSection 301 of the Companies Act 1956. The maximum amount involved during the year was Rs2740001 and the year ended balance of loans received from such parties wasRs.12972154

According to the information and explanations provided to us the rate of interest andother terms and conditions of loans given by the Company are prime facie not prejudicialto the interest of the Company.

The principal amounts are repayable on demand and there is no repayment schedule.Interest is not charged during the year.

During the year there have been repayments towards principal. No Interest is providedon any loan account. In the absence of proper loan agreements and any other terms andconditions on which loan taken we are unable to comment on the regularity of repayment ofprincipal and payment of interest.

4. Internal Control

In our opinion and according to the information and explanations given to us theinternal control procedures are adequate with the size of the company and the nature ofits business for the purchase of inventory fixed assets and the sale of goods andservices.

5. Transaction covered by section 301

To the best of our knowledge and belief and according to the information andexplanations given to us the company has not entered into any of contracts orarrangements referred to in section 301 of the Companies Act 1956.

In our opinion and according to the information and explanations given to us thecompany has not made sales and service aggregating during the period to Rs. 500000/- ormore in respect of each party in pursuance of contracts or agreements referred to inunder section 301 of the Companies Act 1956.

6. Deposits from Public

The Company has not accepted any deposit in violation of Section 58A of the CompaniesAct 1956.

7. Internal Audit

In our opinion and according to the information and explanations given to us thecompany did not have an internal audit system commensurate with the size and nature of thebusiness.

8. Cost Accounting Records

The Provision of section 209(1)(d) of the Companies Act 1956 regarding maintenance ofcost records is not applicable to the company.

9. Statutory Dues

According to the information and explanations given to us the company is not regularIn depositing undisputed statutory dues with the appropriate authorities in respect of:

The undisputed dues which are outstanding for more than six months as at the BalanceSheet date from the date they became payable were as follows.

Nature of Due More than Six Months In Rs.
VAT 82 576
ROC Fee 90 00 000
Income Tax (AY 2012-13) 20 27 800
Income Tax (Pr.Yrs) 41 97 774

10. Cash Losses

As per Clause (x) of Paragraph 4 of CARO 2003 the Company has incurred a cash lossduring the financial year and the cash losses as at the end of the financial year is lessthan Fifty per cent of the Net worth.

11. Repayment of dues

The Company has defaulted in repayment of dues to the banks.

12. Loans and Advances on the basis of securities

The company has not granted loans and advances on the basis of security by way ofpledge of shares debentures and other securities.

13. Applicability of provisions to Chit fund Nidhi/mutual benefit fund/societies

The company is not a chit fund or a nidhi /mutual benefit fund/society hence the clause(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

14. Trading in shares securities debentures and other investments

As per information's and explanations provided the Company is not dealing or trading inshares securities debentures and other investments.

15. Guarantee given for others

According to the information and explanations given to us the Company has not givenany guarantee for loans taken by others from banks or financial institutions. Accordinglyclause (xv) of the Order is not applicable.

16. End use of term loans

According to the information and explanations given to us the company has not obtainedterm loan during the year.

17. Preferential allotment of shares

The company has not made any preferential allotment to a person referred in sec 301 ofthe Act. The price at which the allotment is made is not prejudicial to the interest ofthe company.

18. Debentures

The company has not issued any debenture during the period covered by our audit.Accordingly clause 4(xix) of the order is not applicable.

19. End use of public issue proceeds

The company has not raised funds by public issue during the year.

20. Reporting of Frauds

According to the information and explanations given to us no significant fraud on orby the company that causes a material misstatement to the financial statements has beennoticed or reported during the year.

For R. Ravindran & Associates
Chartered Accountants
Firm Registration No. 003222S
R. Ravindran
M. No. 023829
Chennai 30th May 2014