1. We have audited the attached Balance Sheet of SIMMONDS MARSHALL
LIMITED as at March 31,201 land also the Profit and Loss Account and
Cash Flow Statement of the company 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.
2. 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
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 our opinion.
3. As required by the Companies (Auditor''s Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexurea
statement on the matters specified in paragraphs 4 and 5 of the said
4. Further to our comments in the Annexure referred to in paragraph 3
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 the
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 & Loss Account and the
Cash Flow Statement dealt with by this report are in compliance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956;
e. on the basis of written representations received from the directors
as on March 31, 2011 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on March 31,2011
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 explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2011;
(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(iii)in the case of the Cash Flow Statement of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS'' REPORT
(ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE
FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011 OF SIMMONDS
i. (a) The Company is in process of updating its records showing
particulars, including quantitative details and situation of fixed
(b) According to information and explanations provided to us the
company has decided to carry out the physical verification of fixed
assets over a period of five years instead of three years as originally
envisaged, in a phased manner which in our opinion is reasonable having
regard to the size of the company and nature of its business. As
explained to us, necessary adjustments in respect of discrepancies if
any, noticed will be made in the books on such verification and
updation of fixed assets records.
(c) The Company has not disposed off any substantial part of its fixed
assets so as to affect its going concern.
ii. (a) As explained to us, inventory have been physically verified
during the year by the management, except for inventory lying with
outside parties, for which confirmations have been obtained from them.
(b) In our opinion and according to the information and explanation
given to us, the procedures followed by the management for physical
verification of inventory, are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records of the
Company, we are of the opinion that, the Company is maintaining proper
records of its inventory. Discrepancies which were noticed on physical
verification of inventory as compared to book records have been
properly dealt with in the books of account.
iii. (a) According to the information and explanations given to us, the
Company has granted advance in the nature of loan to a firm covered in
the register maintained u/s 301 of the Companies Act, 1956. The maximum
amount involved during the year is Rs. 50,000/- and the year- end
balance of such loan is NIL.
(b) According to the information and explanations given to us, the
Company has taken unsecured loans from Companies, firms and other
parties covered in the register maintained u/ s 301 of the Companies
Act, 1956. The maximum amount involved during the year is Rs.
1,78,60,000/- and the year-end balance of such loans aggregates to Rs.
92,10,000/-. There are five parties including Companies and firms
covered in the register maintained u/s 301 of the Companies Act, 1956
from whom Company has taken loans.
(c) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions on
which loans have been taken from Companies, firms or other parties
listed in the register maintained u/s 301 of the Companies Act, 1956
are not, prima facie, prejudicial to the interest of the Company.
(d) There is no stipulation as to repayments of principal amount in
respect of aforesaid loans. The Company is regular in payment of
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business, for purchaseof inventory, fixed assets and for the sale of
goods and services. During the course of our audit, no major weaknesses
have been noticed in the internal controls.
v. (a) According to the information and explanations given to us, we
are of the opinion that during the year, the particu lars of
contracts/arrangements that need to be entered i n the register
maintained in pursuance of section 301 of the Companies Act, 1956 have
been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in register maintained u/s 301 of the Companies
Act, 1956 and exceeding the value of Rs. 5,00,000 have been made at
prices which are reasonable having regard to prevailing market prices
at the relevant time.
vi. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A and 58 AA of the Companies Act, 1956,
and the rules framed thereunder during the year. No order has been
passed by Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any Tribunal.
vii. The Company has no formal internal audit system as such, but its
control procedures and systems ensure reasonable internal checking of
its financial and other records.
viii. We have broadly reviewed the cost records pursuant to the Rules
made by the Central Government for the maintenance of cost records
under Section 209 (1) (d) of the Companies Act, 1956 and we are of the
opinion that prima facie, the prescribed accounts and records have been
made and maintained. We have, however, not made detailed examination of
records with a view to determine whether they are accurate.
ix. (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection fund, Employees''
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Cess and other statutory dues applicable to
it with the appropriate authorities. According to the information and
explanations given to us, there are no arrears of outstanding statutory
dues as mentioned above as at March 31,2011 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 Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs
DutyorCessoutstandingon account of any dispute except as mentioned
Name of the Financial Forum where matter Amount (Rs)
Statute Year is pending
Income Tax 2005-2006 Commissioner of 23,01,730
2006-2007 Income Tax (Appeal) 21,13,698
Income Tax 2009-2010 Assessing Officer 32,10,643
Professional Tax 2007-2008 Commissioner of 4,58,375
x. The Company does not have accumulated losses at the end of the
financial year and it has not incurred any cash losses in the current
and immediately preceding financial year.
xi. According to the information and explanations given to us and based
on the documents and records produced to us, the Company has not
defaulted in repayment of dues to banks.
xii. 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 and other securities.
xiii. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/mutual benefit
xiv.The Company does not deal or trade in shares, securities,
debentures and other investments.
xv. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions, the terms and conditions whereof are
prejudicial to the interest of the Company.
xvi.As informed to us, the term loans were applied for the purpose for
which the loans were obtained.
xvii. According to the information and explanations given to us on an
overall examination of Balance Sheet and Cash Flows of the Company, we
report that the Company has not utilised funds raised on short-term
basis for long term investment.
xviii. According to the infoimation and explanations given to us, ''he
Company has not made preferential allotment of shares during the year.
xix. The Company did not issue any debentures during the year.
xx. The Company has not raised any money through a public issue during
xxi. Based on the audit procedures performed and information and
explanations give by the management, we report that no fraud on or by
the Company has been noticed or reported during the year.
For S H R & CO.
FIRM No. 120491W
HITESH R. SHAH
Membership No. 104795
Mumbai, dated July 30, 2011