We have audited the attached Balance sheet of M/s MARIS SPINNERS
LIMITED, (the Company) No 9, Cathedral Road, Chennai - 600 086 at
31st March 2009, the related Profit and Loss Account for the year ended
on that date annexed thereto and the Cash Flow Statement for the year
ended on that date. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an
opinion on these 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 to
obtain reasonable assurance about whether the financial statements are
free from the material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosure in financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluate
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As required by the Companies (Auditors Report) Order, 2003, as amended
by the Companies (Auditors Report) (Amendment) Order 2004 (together
the Order) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956, and
according to the information and explanation given to us we enclose in
the Annexure a statement on the matters specified in Paragraphs 4 and 5
of the said Order to the extent applicable to the Company.
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 it appears from our examination of
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards (as applicable) referred to in sub-section (3C) of section
211 of the Companies Act, 1956 except Accounting Standard 15 to the
extent of the provision for Leave encashment of employees;
(e) On the basis of written representations received from the
directors, as on 31st March, 2009 and taken on record by the Koard of
Directors, we report that none of the Directors of the Company are
disqualified as on 31st March 2009 from being appointed as a director
in terms of clause (g) of sub-section (1) of section 274 of the
Companies Act, 1956;
(f) In our opinion and to the best of our information and according to
the explanation given to us, the said Balance Sheet and Profit and loss
account read together with notes thereon subject to Note No.8 with
regard to confirmation of balances of debtors & creditors, advances
received from and given to parties and Note No 1(viii)(B)(iii) on the
Provision for Leave Encashment, gives the information required by the
Companies Act, 1956 and in the manner so required give a true and fair
view and is 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, 2009; and
(b) in the case of the Profit and Loss Account, of the loss of the
Company for the year ended on - that date.
(c) in the case of the cash flow statement, of the cash flows for the
year ended on that date.
ANNEXURE TO AUDITORS REPORT Statement of matters to be reported as
specified in Paragraphs 4 and 5 of COMPANYS (AUDITORS REPORT) ORDER,
2003. PARA 4
i. a. The Company is maintaining proper records showing full
particulars including quantitative details and situation of its fixed
b. According to the information and explanations given to us, physical
verification of Fixed Assets have been carried out by the management at
reasonable intervals and no material discrepancies have been noticed on
c. As the Company has not disposed off substantial part of its fixed
assets, reporting under Para 4(i)(c) of the Order does not arise.
ii. a. As per the information and explanation given to us, the
management has conducted physical verification of inventory at
reasonable intervals during the year.
b. As per the information and explanation given to us and in our
opinion, the procedures of physical verification of inventory followed
by the management are reasonable and commensurate with the size of the
Company and the nature of its business.
c. The Company is maintaining proper records of inventory and as per
the information and explanation given to us and based on our
observation no material difference was noticed during the year.
iii. a. 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 Act and hence reporting under Clause (a), (b),
(c) & (d) of Para 4(iii) of the Order does not arise.
b. The Company has taken an unsecured loan from Maris Hotels &
Theaters Private Limited, a party covered under register required to be
maintained under Section 301 of the Companies Act, 1956. The liability
towards unsecured loan amounts to Rs. 310 Lakhs as on 31-03-2009.
c. In our opinion the rate of interest and other terms and conditions
of the above loan are not prima facie prejudicial to the interest of
d. There are no stipulations with regard to the repayment of such
loan. However the Company is regular in payment of interest on such
iv. There is an adequate internal control procedure commensurate with
the size of the Company and the nature of its business, with regard to
the purchase of inventory and fixed assets and for the sale of goods
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 we been informed of any
continuing failure to correct weaknesses in the aforesaid internal
v. a. All the transactions that need to be entered into a register in
pursuance of Section 301 of the Act have been entered.
b. In our opinion the prices at which such transactions have been
entered into are reasonable having regard to the prevailing market
prices for such transactions.
vi. The Company has not accepted any deposits from the public within
the meaning of Section 58A and 58AA of the Companies Act 1956 and the
rules framed thereunder, and hence reporting under Clause 4(vi) of the
Order does not arise.
vii. According to the information made available and explanation given
to us and in our opinion, the Companys present internal audit system
is commensurate with its size and nature of its business.
viii. We have reviewed the books of accounts maintained by the Company
pursuant to the Order made by the Central Government for the
maintenance of Cost records under section 209(1) (d) of the Companies
Act, 1956 and are of opinion that prima-facie the prescribed accounts
and records have been maintained.
However, we have not made a detailed examination of the records with a
view to determining whether they are accurate or complete.
ix. According to the books of accounts and other records as produced
before us and examined by us, the Company is regular in depositing
undisputed statutory dues including provident fund, investor education
and protection fund, employees state insurance, Income-tax, wealth
tax, custom duty, cess and any other statutory dues with the
appropriate authorities. However the Company has pending disputes with
regard to excise duty of Rs.2,86,776/- with Deputy Commissioner of
Central Excise - II,A Wing, Williams road, Cantonment, Trichy, Stamp
Duty of Rs.42,395/- with Special Deputy Collector (Stamps). [Clause
4(ix (a) &(b)]
x. The accumulated losses of the Company at the end of the financial
year are not more than 50% of the Net Worth of the company. The Company
has not incurred any cash losses in the current financial year and in
the immediately preceding financial year.
xi. According to the records made available to us, the Company has not
defaulted in repayment of its dues to any financial institutions or
banks and hence reporting under Clause 4(xi) does not arise
xii. The Company has not granted loans and advances on the basis of the
security by way of pledge of shares, debentures and other securities
and hence reporting under Clause 4(xii) of the order does not arise.
xiii. In our opinion, considering the nature of activities carried on
by the Company during the year, the provisions of any special statute
applicable to chit fund / nidhi / mutual benefit fund/ societies are
not applicable to it, hence reporting under Clause 4(xiii) of the order
does not arise.
xiv. The Company is not dealing or trading in shares, securities,
debentures and other investments, hence reporting under Clause 4(xiv)
of the order does not arise
xv. According to the information made available and explanation given
to us and in our opinion, the Company has not given any guarantee for
loans taken by others from bank or financial institutions, and
therefore reporting under Clause 4(xv) of the order does not arise.
xvi. The Company has obtained term loans under the Textile Upgradation
Fund scheme from the Indian Overseas Bank and the Karur Vysya Bank Ltd.
On the basis of review of utilization of funds pertaining to the term
loans on overall basis and related information made available to us,
the term loan taken by the Company have been primarily applied for the
purposes for which they were obtained. However, it not possible to
ascertain with reasonable accuracy as to whether such loans were wholly
used for the purposes for which they were obtained.
xvii. According to the information made available and records produced
before us and in our opinion, the Company has used the short-term funds
obtained by it primarily only for the purpose of meeting its working
capital requirements. However it is not possible to ascertain with
reasonable accuracy as to whether such short- term funds were also used
for long-term purposes.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Act. Hence reporting under Clause 4(xviii) of the order does
xix. The Company has not issued any debentures.
xx. The Company has not raised any money by way of public issue during
the financial year under reporting. The Company had raised funds
through a public issue of shares in the year 1995-96 and according to
information made available and explanation given to us and in our
opinion; the funds raised through the public issue were used only for
the purposes of the business of the Company. However a complete
disclosure of the end use of money raised by public issue has not been
made by the management as on date, as there was no legal requirement to
do so under the Companies Act 1956.
xxi. According to the information made available to us and explanations
given to us, no fraud on or by the Company has been noticed or reported
during the year.
For N.C.S.RAGHAVAN & CO.,
(N.C. SUNDARA RAGHAVAN)
Place: Bangalore PARTNER
Date : 01.09.2009 Membership No.5952