1. We have audited the accompanying standalone financial statements of
Simmonds Marshall Limited (the Company), which comprise the Balance
Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (the Act) with
respect to the preparation of these standalone 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 principles generally accepted in India, including the
Accounting Standards referred in under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
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 standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
4. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. 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. An audit involves performing
procedures to obtain audit evidence about the amounts and the
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 financial control relevant to the Company''s preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the
Company''s Directors, 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 on the
standalone financial statements.
6. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone 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 balance sheet of the state of affairs of the Company
as at March 31,2015,
b. in the case of 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 (Auditors''Report) Order, 2015 (the
Order) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
8. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(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, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on March 31,2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2015
from being appointed as a director in terms of Section 164 (2) of the
(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as referred to in Note
31 to the financial statements.
(ii) The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts.
(iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
ANNEXURE TO THE AUDITORS'' REPORT
(ANNEXURE REFERRED TO IN PARAGRAPH 7 OF OUR REPORT OF EVEN DATE ON THE
FOR THE YEAR ENDED MARCH 31,2015 OF SIMMONDS MARSHALL LIMITED)
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 had carried out physical verification of its major assets viz.
plant and machineries in earlier year, 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
necessary adjustments in respect of discrepancies if any between
physical asset and book record will be made in the books on updation of
its fixed assets register.
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. 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.
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 and fixed assets and for the sale
of goods. During the course of our audit, no major weaknesses have been
noticed in the internal controls.
v. 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 73 to 76 or any other relevant provision
of the Companies Act and the rule 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.
vi. We have broadly reviewed the cost records pursuant to the Rules
made by the Central Government for the maintenance of cost records
under Section 143 (1) of the Companies Act, 2013 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.
vii. (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 31,2015 for a period of more than
six months from the date they became payable except Income Tax Demand of
Rs.3.68 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 Financial Forum where matter
Statute Year is pending
Income Tax 2006-2007 Appeal filed by the Departmental to
the Income Tax Appellate Tribunal
Income Tax 2007-2008 Rectification u/s. 154 to
Income Tax Officer
Income Tax 2008-2009 Rectification u/s. 154 to
Income Tax Officer
Income Tax 2009-2010 Rectification u/s. 154 to
Income Tax Officer
Income Tax 2010-2011 Commissioner of Income
Income Tax 2011 -2012 Commissioner of Income
Name of the Amount
Statute (Rs. in Lakhs)
Income Tax 21.14
Income Tax 6.62
Income Tax 32.11
Income Tax 58.99
Income Tax 0.31
Income Tax 3.36
(c) According to the information and explanations given to us and based
on the documents and records produced to us, the amount required to be
transferred to investor education and protection fund in accordance
with the relevant provision of the Companies Act, 1956 and the rules
made thereunder have been so transferred.
viii. 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.
ix. 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.
x. 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.
xi. According to the information and explanations given to us, the
term loans were applied for the purpose for which the loans were
xii. 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 29,2015 Membership No. 104795