1. We have audited the accompanying financial statements of SIMMONDS
MARSHALL LIMITED (the Company), which comprise the Balance Sheet as
at March 31, 2013, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
2. 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). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those 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.
4. 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. 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.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
6. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements, read together
with notes to the accounts 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 March 31,2013;
(b) in the case of the Profit and Loss Account, 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
7. 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 Annexurea
statement on the matters specified in paragraphs 4 and 5 of the Order.
8. As required by section 227(3) of the Act, 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 to the extent applicable.
e. on the basis of written representations received from the directors
as on March 31,2013 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on March 31, 2013
from being appointed as a director in terms of Clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;
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 REFERREDTO IN PARAGRAPH 7 OF OUR REPORTOF EVEN DATE ONTHE
FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2013 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 carried out physical verification of its major assets viz.
plant and machineries in accordance with its policy to conduct physical
verification once in five years in a phased manner, which in our
opinion, is reasonable having regard to the size of the company and
nature of its business. We have been informed that the company is in
process of updating its fixed assets register and necessary adjustments
in respect of discrepancies if any between physical assets and book
record will be made in the books on such updation.
(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 not granted any loan to any party covered in the register
maintained u/s 301 of the Companies Act, 1956.
(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.808.81 lakhs
and the year-end balance of such loans aggregates to Rs.733.84 lakhs.
There are seven parties including Companies, firms and other parties
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 purchase of 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 particulars of
contracts/arrangements that need to be entered in 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 lakhs have been made at prices
which are reasonable having regard to prevailing market prices at the
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 there under 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, Value Added 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 31,2013 for a period of more than
six months from the date they became payable except Income Tax Demand
of Rs.3.80 lakhs, which the company expects to get adjusted against
refund arising on account of pending rectifications.
(b) According to the information and explanations given to us, there
are no dues of Value Added Tax, Wealth Tax, Service Tax, Excise Duty,
Customs Duty or Cess outstanding on account of any dispute except as
Name of the
Year Forum where matter is pending Amount (Rs.)
Income Tax 2004-2005 Commissioner of Income Tax 0.76
Income Tax 2005-2006 Rectification u/s. 154 to Income 7.60
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. According to the information and explanations given to us, the
term loans were applied for the purpose for which the loans were
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. The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
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 given 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.
HITESH R. SHAH
Mumbai, May 30,2013 PARTNER
Membership No. 104795