We have audited the attached Balance Sheet of SPECULAR MARKETING &
FINANCING LIMITED, as at 31st March, 2012, the Statement of Profit and
Loss 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.
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 misstatement. An audit also 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
As required by the Companies (Auditors'' Report) Order, 2003 as amended
by the Companies (Auditors Report) (Amendment) Order, 2004 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of The Companies Act, 1956 (the ''Act'')
and on the basis of such checks of the books and records of the Company
as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
Further to our comments in the Annexure referred to above, we report
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes 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
(c) The Balance Sheet and the Statement of Profit and Loss and Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of Section 211 of
(e) On the basis of written representations received from the Directors
and taken on 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 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
notes thereon, give the information required by the Act, in the manner
so required and 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 31st March, 2012;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date;
(c) in the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in our Report of even date on the accounts of Specular
Marketing & Financing Limited for the year ended 31st March, 2012)
1. (a) The Company has maintained its fixed assets register to show
full particulars including quantitative details and situation of fixed
(b) The Company has carried out physical verification of its fixed
assets during the year. No discrepancy has been found.
(c) During the year, the Company has not disposed off any part of the
2. The Company did not have any inventory during the year.
Accordingly, provisions of clauses 4(ii)(a), 4(ii)(b) and 4(iii)(c) of
the Companies (Auditor''s Report) Order, 2003, in respect of physical
verification of inventory, procedure of physical verification followed
by the Company and maintenance of proper records of inventory are not
applicable to the Company.
3. The Company has not granted or taken any loans, secured or
unsecured, to or from Companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly provisions of clauses 4(iii) (a), 4(iii) (b), 4(iii) (c),
and 4(iii) (d) of the Companies (Auditors Report) Order, 2003, in
respect of loans are not applicable to the Company.
4. There were no purchases of inventory and fixed assets and the sale
of any goods during the year and hence, the question of reporting on
the adequacy of the internal control procedure with regards to the
purchase or sale of the aforesaid items does not arise. During the
course of our audit, we have not observed any continuing failure to
correct major weakness in internal controls.
5. (a) In our opinion and according to the information and
explanations given to us, all transactions that need to be entered in
the register maintained in pursuance of Section 301 of the Companies
Act, 1956 have been so entered.
(b) There are no transactions exceeding the value of rupees five lacs
in respect of any party, made in pursuance of contracts or arrangements
entered in the register maintained under Section 301 of the Companies
Act, 1956, and accordingly, the question of reporting whether these
transactions have been made at the prices which are reasonable having
regard to prevailing market price at the relevant time does not arise.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from public
within the meaning of Sections 58A and 58AA of the Companies Act, 1956
and the Companies (Acceptance of Deposits) Rules, 1975.
7. The Company does not have any formal internal audit system. However
it has adequate internal control procedure commensurate with the size
of the Company and the nature of its business.
8. We have been informed that Central Government has not prescribed
maintenance of cost records under Section 209 (1)(d) of the Companies
Act, 1956 for any of the products of the Company.
9. (a) The Company has been regular in depositing with the appropriate
authorities undisputed statutory dues including income-tax and other
dues. According to the information and explanations given to us, the
provisions of the Employees'' Provident Fund and Miscellaneous
Provisions Act, 1952 and Employees'' State Insurance Act, 1948 are not
applicable to the Company. The Company is also not liable to pay
wealth-tax. There are no dues payable to the credit of Investor
Education and Protection Fund by the Company. According to the records
of the Company, there were no arrears of the aforesaid statutory dues
outstanding as on 31st March, 2012, for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of income tax which have not been deposited on account of
10. The Company has no accumulated losses as at year-end and has not
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
11. The Company has not borrowed any amounts from any financial
institutions or banks or by way of debentures and accordingly, clause
(xi) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 in
respect of default in repayment of dues to a financial institution or
bank or debenture holders is not applicable to the Company.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund company or a
nidhi/mutual benefit fund/society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
applicable to the Company.
14. In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the Company.
15. The Company has not given any guarantee for loans taken by others
from banks or financial institutions.
16. The Company has not taken any term loan during the year.
17. During the year, the Company has not raised short-term/long-term
funds, and accordingly, the question whether funds raised on short-term
basis have been used for long-term investment and vice-versa does not
18. In our opinion and according to the information and explanations
given to us, the Company has not made any preferential allotment of
shares during the year to parties and companies covered in the register
maintained under Section 301 of the Companies Act, 1956.
19. The Company has not issued any debentures during the year and
accordingly, the question of creating security in respect thereof does
20. The Company has not made any public issues during the year, and
accordingly, the question of disclosing the end use of money raised by
public issue does not arise.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
For H. DIWAN & ASSOCIATES
Membership No. 35079
Date : 29-05-2012