1. We have audited the attached Balance Sheet of GSL SECURITIES
LIMITED as on 31st March, 2012 and also the Profit & Loss Account and
the Cash Flow Statement 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 misstatements. 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
3. As required by the Companies (Auditor''s Report) Order, 2003
(Order) issued by the Company Law Board in terms of Section 227
(4A) of the Companies Act, 1956 and in terms of the information and
explanations given to us and also on the basis of such checks, as we
considered appropriate we set out in the Annexure, a statement on the
matters specified in paragraphs 4 & 5 of the said Order.
4. Further to our comments in Annexure referred to in paragraph 3
above we report that: -
a) We have obtained all the information and explanation, which to the
best of our knowledge and belief were necessary for the purpose of our
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
c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of accounts;
d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement have been prepared, in all material respects in
compliance with the Accounting Standards referred to in Section 211(3C)
of the Companies Act,1956.
e) On the basis of the written representations received from the
Directors as on 31st March, 2012, and taken on the record by the Board
of Directors, we report that none of the Directors is disqualified as
on 31st March, 2012 from being appointed as a Director in terms of
clause (g) of sub-section (1) of section 274 of the Companies Act,
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other Notes generally give the
information required by the Companies Act, 1956, in the manner so
required and also give, a true and fair view : -
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2012;
(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure to the Auditors'' Report
(Referred to in paragraph 3 of our report of even date to the members
of GSL Securities Limited for the year ended 31.03.2012)
i. a) The Company has maintained proper records to show full
particulars including quantitative details and situation of fixed
b) As explained to us, during the year the fixed assets have been
physically verified by the management at reasonable intervals and no
material discrepancies have been noticed on such verification.
c) No part of fixed assets of Company has been disposed off during the
ii. According to information and explanations given to us, during the
year, the Company does not have any trading activity and hence does not
have any inventory. Therefore the question of physical verification,
adequacy of procedures of physical verification and maintenance of
proper records of inventory does not arise.
iii. a) As per information and explanations given to us, during the
year the Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, sub clause
(a), (b), (c) and (d) of clause (iii) of paragraph 4 of the Companies
(Auditor''s Report) Order, 2003 is not applicable to the Company.
b) According to the information and explanation given to us the company
has taken unsecured loan from a party covered in the Register
maintained under section 301of the Companies Act, 1956. The maximum
Amount involved during the year was Rs 1.55 Lacs and the year end
balance of such loan taken was Rs 1.50 Lacs
c) In our opinion the rate of interest and other terms and conditions
of such loan are not prima facie prejudicial to the interest of the
d) According to the information and explanations given to us in respect
of such loans taken by the Company, the same are at call and no
stipulations have been made regarding payment of principal and interest
iv. In our opinion and according to the information and explanations
given to us, it appears that there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business with regard to purchase of shares & securities, other assets
and for the sale of shares & securities and services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanation given to us, we have
neither come across nor have been informed of any continuing failure to
correct major weakness in the aforesaid internal control system.
v. According to the information and explanations given to us, during
the year no contracts or arrangements referred to in section 301 of the
Act, have been entered by the Company. Accordingly, Clause 4(v) (b) of
the Order is not applicable to the Company.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from public
during the year, within the meaning of Section 58-A and 58AA and other
relevant provisions of the Companies Act, 1956 and rules framed there
vii. The Company does not have an internal audit system. However,
effective internal controls are being exercised by the management,
which is broadly commensurate with the size of the Company and nature
of its business.
viii. According to the information and explanations given to us, the
maintenance of Cost records has not been prescribed by the Central
Government under Section 209 (1) (d) of the Companies Act, 1956.
ix. a) According to the records of the Company and information and
explanationsgiven to us, the Company has been regular in depositing
undisputed statutory dues including Provident Fund, Employees State
Insurance, Income tax, Sales Tax, Wealth Tax, Custom Duty, Investor
Education and Protection Fund, Excise Duty, Cess, Service Tax or any
other statutory dues, wherever applicable, with the appropriate
authorities and there were no arrears under the above heads which were
due for more than six months from the date they became payable as at
the close of the year.
b) According to the information and explanations given to us, there are
no dues of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Sales Tax and Cess and any other statutory dues which have not
been deposited on account of any dispute.
x. The Company has accumulated losses as at the end of the financial
year and has not incurred cash losses in the current financial year but
has incurred cash losses in the immediately preceding financial year.
xi. Based on our examination of record and information and
explanations given to us the company has not taken loan from financial
institutions or banks or debenture holders during the year.
xii. Based on our examination of record and information and
explanations given to us the company has not granted any loans or
advances on the basis of security by way of pledge of shares,
debentures or other securities.
xiii. The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
xiv. The Company has maintained proper records of transactions and
contracts in respect of investments in shares, securities debentures
and other investments and those timely entries have been made therein.
The shares, securities debentures and other investments have been held
by the Company in its own name except to the extent of the exemption
granted under section 49(4) of the Companies Act, 1956.
xv. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks and financial institutions.
xvi. The Company has not taken any terms loans during the year.
xvii. In our opinion and according to the information and explanation
given to us, and on an overall examination of the Balance Sheet and
Cash Flow of the Company, fund raised on short-term basis have, prime
facie, not been used for long term investment.
xviii. According to the information and explanation given to us,
during the year, the Company has not made any preferential allotment of
shares to parties and companies covered in the register maintained
under Section 301 of the Companies Act, 1956.
xix. According to the information and explanation given to us, during
the year, the Company has not issued any Debentures and hence no
securities or charges are required to be created in respect thereof.
xx. The Company has not raised any money by way of public issues
during the period covered under the audit report.
xxi. During the course of our examination of books of account, carried
out in accordance with generally accepted auditing practices in India,
and according to the examinations given to us, we neither come across
any incidence of any material fraud, on or by the Company, noticed or
reported during the year, nor have been informed of any such case by
For VIJAY R. TATER & CO.
Firm Registration No. 111426W
Place: Mumbai Sd/-
Date :30/05/2012 (Suresh G. Kothari)
Membership No. 47625