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GOLDEN
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
We hereby certify that for the financial year 2009-10 we have reviewed the Annual Accounts, financial statements and the Cash Flow statement
and that to the best of our knowledge and belief:
1.
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
2.
These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards
applicable laws and regulations except to the extent explained in point 11A of schedule Q of the notes to accounts.
3.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year 2009-10 which are fraudulent,
illegal or violate the Company's code of conduct.
4.
We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of
internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee those
deficiencies, of which we are aware, in the design or operation of internal control systems and have taken the required steps to rectify the
deficiencies.
5.
We further certify that:-
a) There have been no significant changes in internal control over financial reporting during this year.
b)
There have been no significant changes in accounting policies during this year.
c)
There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an
employee having a significant role in the Company's internal control system over financial reporting.
J. P. KHETAN
A. K. JOSHI
(Managing Director)
Director (Finance)
XIII.
Compliance Certificate from Auditors of the Company is annexed to this Report.
J. P. KHETAN
A. K. JOSHI
(Managing Director)
Director (Finance)
Place: New Delhi
Dated: 25th May, 2010
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE AS
ANNEXURE TO THE REPORT OF THE DIRECTORS.
To the Members of Golden Tobacco Limited,
We have examined the compliance of the conditions of Corporate Governance by Golden Tobacco Limited ("the company)" for the year
ended on 31% March, 2010, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the
procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It
s neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the representations given by
the Management of the company, we certify that the Company has generally complied in all material with the conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreements except that there was no-Company Secretary during the year.
As required by the guidance note issued by the Institute of Chartered Accountants of India, we have to state that based on the report given
by the Registrar and Share Transfer Agent of the Company to the Share Transfer Cum Share Holders / Investors' Grievance Committee
as on 31" March, 2010 and as per the records maintained by the Company, there were no investor grievances matters against the
Company remaining unattended / pending for more than thirty days.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
For LODHA & CO.
Chartered Accountants
A. M. HARIHARAN
PARTNER
M.NO.38323
Place: Mumbai
Dated: 25th May, 2010
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Source: https://www.industrydocuments.ucsf.edu/docs/Isgj0223

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