We have audited the accompanying financial statements of M/s MARIS
SPINNERS LIMITED, (''the Company'') No. 11, Cathedral Road, Chennai - 600
086 at 31st March 2014, which comprise the Balance Sheet as at March
31, 2014, the Statement of Profit and Loss and the 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
The Management is responsible for the 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 referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (the Act) read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and fair presentation of
the financial statements that 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. We have conducted our audit in
accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India. These 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, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. 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 statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion.
Basis for Qualified Opinion
The balances of certain Debtors and Creditors and advances given to and
received from parties are subject to confirmation as mentioned in Note
No.24 (f). The balances of such parties are subject to reconciliation
of differences, if any.
The Management have sent letters of Confirmations to various parties
who are classified as Sundry Debtors and Creditors and to parties from
whom Trade advances have been received and to whom Trade advances are
Some of the Parties to whom such confirmation letters have been sent
have responded pursuant to which their accounts have been reconciled.
As all the Parties to whom the letters have been sent have not
responded due to which their accounts could not be reconciled, the same
cannot be treated as confirmed, although in the opinion of Management
the balances of such Parties are in order.
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the Basis for Qualified Opinion paragraph, the financial
statements, along with notes accompanying such statements, 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 March 31, 2014;
b) in the case of the Statement of Profit and Loss, 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, 2003 (the
Order) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required under provisions of section 227(3) of the Companies Act,
1956, 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 referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) on the basis of written representations received from the Directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors are disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
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.
ANNEXURE TO AUDITORS'' REPORT
Statement of matters to be reported as specified in Paragraphs 4 and 5
of COMPANY''S (AUDITORS'' REPORT) ORDER, 2003.
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 a substantial part of its fixed
assets during the year, reporting under Para 4(i)(c) of the Order does
ii. a. The inventory has been physically verified by the management
during the year. In our opinion, the frequency of such verification is
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. In our Opinion, the Company is maintaining proper records of
inventory. The discrepancies between the physical stocks and the book
stocks were not material and have been properly dealt with in the books
iii. a) The Company has not granted any secured loans to Companies,
firms or other parties covered in the register maintained under section
301 of the Act. The Company has granted an unsecured loan of Rs. 10
crores during the year to M/s Maris Power Supply Company Private
Limited a Company listed under the register maintained under section
301 of the Act.
b) The rate of interest and other terms and conditions of the loan
given are prima facie not prejudicial to the interest of the Company.
c) The Company has received repayment of the entire loan including
interest during the financial year.
d) As there is no outstanding balance recoverable form the Company to
whom an unsecured loan was given during the year as above, reporting
under this para does not arise.
e) The Company has not received secured loans from Companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. The Company has received unsecured loans from
the following parties covered in the register to be maintained under
section 301 of the Companies Act, 1956.
Sl. Name of the Party Relationship Balance as on
No. 01.04.13 (Rs.)
1. Sri. M. Rengaswamy Director 28,10,000
2. Sri. Anandkumar Rengaswamy Director 25,70,000
3. Maris Hotels &
Theatres Pvt Ltd Associate Concern 1,00,00,000
4. Sri. T. Raghuraman Director NIL
Sl. Name of the Party Payment Receipt Balance as
during the during the on 31.03.14
year (Rs.) year (Rs.)
1. Sri. M. Rengaswamy NIL NIL 28,10,000
2. Sri. Anandkumar Rengaswamy NIL 12,63,920 13,06,080
3. Maris Hotels &
Theatres Pvt Ltd NIL 1,00,00,000 NIL
4. Sri. T. Raghuraman 51,50,000 1,50,000 50,00,000
f) As per the information and explanations provided to us, the rate of
interest and terms and conditions of such loans are prima facie not
prejudicial to the interest of the company.
g) The Company has made repayment of principal and interest to a few
parties as mentioned above during the financial year.
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 Company''s 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, employee''s state insurance, Income-tax, custom
duty, excise duty and service tax, cess and any other statutory dues
except for marginal delays in a few cases.
x. The accumulated losses of the Company at the end of the financial
year does not exceed 50% of its net worth. The company has not
suffered cash losses during the present 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 banks 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, Indian Bank and Karur Vysya
Bank. On the basis of review of utilization of funds pertaining to the
term loans on an overall basis and related information made available
to us, the term loans taken by the Company have been primarily applied
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 a cash credit and
overdraft facility with Indian Overseas Bank and Karur Vysya Bank. On
the basis of review of utilization of funds pertaining to the short
term working capital loans on an overall basis and related information
made available to us, the short term loans taken by the Company as
above have been not been applied for long term investments.
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 and hence reporting
under Clause (xix) of the order does not arise.
xx. The Company has not raised any money by way of public issue during
the financial year under reporting and hence reporting under Clause
4(xx) does not arise.
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.
(Firm Registration No.: 007335S)
N.C. SUNDARA RAGHAVAN
Place : Bangalore PARTNER
Date : 30.05.2014 (Membership No. 5952)