We have audited the accompanying financial statements of Gemstone
Investments Ltd, which comprise the Balance Sheet as at March 31, 2015,
and 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 matter stated in section 134(5) of
the companies Act, 2013 (the Act) with respect to 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 specified undersection133
of the Act, read with rule 7 of the companies(Accounts) Rules,2014.
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.
Our responsibility is to express an opinion on these financial
statements based on our audit. Subject to the matters discussed in this
report, 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 policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Companies (Auditor''s Report) Order, 2015 (CARO)
As required by the Companies (Auditor''s Report) Order, 2015 (CARO)
issued by the Central Government in terms of sub Section (11) of
section 143 the Companies Act, 2013 (the Act) we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the said
Order, which is subject to the matters discussed in this report.
Basis of Opinion
We draw our attention to the following matters:
1. The balance of the loans and advances are subject to confirmation
2. The company has not stipulated any term for payment of interest and
repayment of loans at the time of sanctioning the loan but the company
follows the practice of providing interest at the year end.
3. One bank account with the HDFC bank is being freedged by the
investigation wing of the Income Tax Department in the year 2013-14 for
the inquiries in respect of some other companies.
4. During the year the company has classified unquoted investment
worth Rs. 429.00 lacs as Current investment and has disposed of them at
the book value during the year and has collected Rs. 310.00 lacs during
the year and balance amount of Rs. 119.00 lacs are receivables which is
shown as current investment in the balance sheet.
5. The company has not complied with the bank''s circular DNDS/(PD) CC
No. 200/03- 10001/2010-11 dated 17/09/2010 for all the NBFC being
credit institution are required to become member of at least one credit
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required subject to the our
comments in paragraph 1 to 5 in basis of opinion above, 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 of affairs of the
Company as at March 31, 2015;
b) in the case of the Profit and Loss Account, of the profit for the
year ended 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 (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, subject to the our
comments in paragraph 1 to 5 in basis of opinion above, 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
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
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
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards specified
under section 133 of the Act, read with Rule 7 of the companies
(Account) Rules, 2014.
e) Since the company has not filled the annual return with registrar of
companies for last three years the company has made defaults under
section 164(2) of the company Act, 2013.
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.
The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of Gemstone Investments Ltd on the accounts of the
company for the year ended 31st March, 2015.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.
2. According to information and explanation given to us, the company
is Non Banking Finance Company which does not carry any inventory.
3. (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 not granted any loans secured or unsecured to companies firms or
other parties listed in the register maintained under Section 189 of
the Companies Act, 2013 during the year. However the outstanding
balance as on 31/03/2015 is of Rs.20 lacs( previous year 20 lacs) to
M/S Asian Comtrade Pvt Ltd a company listed in the register maintained
under Section 189 of the Companies Act, 2013.
(b) We have been informed that the company is holding 24.48 % of the
shares of M/S Asian Comtrade Pvt. Ltd. The loan does not carry any
interest. The loan is granted to company for its working Capital to
carry business which is in the interest of The Company.
(c) The Outstanding balance of loan to M/S Asian Comtrade Pvt Ltd is of
Rs. 20 Lacs as on 31/03/2015.
(d) There are no Overdue amount exceeding Rs.1.00 Lacs
(e) The company has not taken any loans, secured or unsecured, from
companies, firms or other parties listed in the Register maintained
under Section 189 of the Act.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of fixed assets and payment for expenses.
However the company doesn''t have adequate internal control system for
sanctioning and review of loans and advances.
5. The Company has not accepted any deposits from the public covered
under Section 73 and 76 of the Companies Act, 2013 and rules framed
there under and hence the provisions of the clause of 4(vi) of the
Companies (Auditor''s Report) Order, 2015 (as amended ) are not
applicable to the company.
6. As per information & explanation given by the management,
maintenance of cost records has not been prescribed by the Central
Government under section 148(1) of the Act.
7. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorities. According to the information and explanations
given to us there were no outstanding statutory dues as on 31st of
March, 2015 for a period of more than six months from the date they
(b) According to the information and explanations given to us, except
income tax of Rs. 7.96 lacs (Asst year 2012-13) no undisputed amount
amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty and cess were in arrears as at
March 2015 for a period of more than six months from the date they
(c) There are no amounts which were required to be transferred to the
investor education and protection fund by the company in accordance
with the relevant provision of the Companies Act 1956 (1 of 1956) and
the rules made there under.
8. The Company does not have any accumulated loss and has not incurred
cash loss during the financial year covered by our audit and in the
immediately preceding financial year.
9. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
10. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
11. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.
12. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For N R Gala & Associates
FRN No.: 131744W
Membership No.: 040640