To the Members of
M/s MARIS SPINNERS LIMITED
Report on the Audit of the Ind AS Financial Statements
I have audited the accompanying Ind AS financial statements of Maris Spinners Limited("the Company") No 11 Cathedral Road Chennai - 600 086 which comprise theBalance Sheet as at 31 March 2021 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Cash Flows and the Statement of Changes in Equityfor the year then ended and a summary of the significant accounting policies and otherexplanatory information.
In my opinion and to the best of my information and according to the explanations givento me except for the matters described in basis for qualified opinion paragraph theaforesaid Ind AS financial statements give the information required by the Companies Act2013 (the 'Act') in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including Indian AccountingStandards prescribed specified under section 133 of the Act of the statement of affairs(financial position) of the Company as at 31st March 2021 and its Profit (financialperformance including other comprehensive income) its cash flows and the changes inequityfor the year ended on that date.
Basis for Opinion
I conducted my audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). My responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of my report. I am independent of the Company in accordancewith the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)together with the independence requirements that are relevant to my audit of the financialstatements under the provisions of the Act and the Rules made thereunder and I havefulfilled my other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. I believe that the audit evidence I have obtained is sufficient andappropriate to provide a basis for my audit opinion on the financial statements.
Key Audit Matters:
Key audit matters are those matters that in my professional judgment were of mostsignificance in audit of the Ind AS financial statements for the financial year endedMarch 31 2021. These matters were addressed in the context of my audit of the Ind ASfinancial statements as a whole and in forming my opinion thereon and I do not provide aseparate opinion on these matters.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and my auditor's report thereon.
My opinion on the financial statements does not cover the other information and I donot express any form of assurance conclusion thereon.
In connection with my audit of the financial statements my responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or my knowledge obtained during thecourse of my audit or otherwise appears to be materially misstated.
If based on the work I have performed I conclude that there is a materialmisstatement of this other information; I am required to report that fact. I have nothingto report in this regard.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance (changes in equity) and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act read with relevant rulesissued thereunder. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the company's financialreporting process.
Auditor's Responsibility for the Audit of the Ind AS Financial Statements
My objective is to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement whether due to fraud or error and toissue an auditor's report that includes my opinion. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conducted in accordance with Standardson Auditing will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.
As part of an audit in accordance with Standards on Auditing I have exercisedprofessional judgment and maintained professional skepticism throughout the audit. I also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for my opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If I conclude that a material uncertainty existsI am required to draw attention in my auditor's report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify my opinion. Myconclusions are based on the audit evidence obtained up to the date of my auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
I have communicated with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that I identify during my audit.
I have also provided those charged with governance with a statement that I havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear on myindependence and where applicable related safeguards.
Report on other Legal and Regulatory Requirements
As required by Section 197(16) of the Act I report that the Company has paidremuneration to its directors during the year in accordance with the provisions of andlimits laid down under Section 197 read with Schedule V to the Act.
As required by the Companies (Auditor's Report) Order 2016 ("The Order")issued by the Central Government of India in terms of sub section (11) of Section 143 ofthe Companies Act 2013 I give in the "Annexure A" a statement of the mattersspecified in paragraphs 3 and 4 of The Order to the extent applicable.
As required by section 143(3) of the Act I report that:
a) I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purposes of my audit;
b) In my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books;
c) the Balance Sheet the Statement of Profit and Loss the statement of cash flows andthe statement of changes in equity dealt with by this Report are in agreement with thebooks of account;
d) In my opinion the aforesaid Ind AS financial statements comply with the AccountingStandards specified under Section 133 of the Act read with relevant rule issuedthereunder.
e) There are no financial transactions that have adverse effect on the functioning ofthe company;
f) On the basis of written representations received from the directors as on 31 March2021 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2021 from being appointed as a director in terms of Section 164(2) of theAct;
g) There are no qualification reservation or adverse remark relating to themaintenance of accounts and other matters connected therewith;
h) With respect to the adequacy of the internal financial controls of the Company andthe operating effectiveness of such controls the same is reported in "AnnexureB" to this report; and
i) With respect to the other matters included in the Auditor's Report in accordancewith rule 11 of the Companies (Audit and Auditors) Rules 2014 in my opinion and to mybest of my information and according to the explanations given to me
i. The Company does not have any pending litigations which would impact its financialposition except as detailed in Note No.24 (m).
ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended 31 March2021.
| ||VIJAYAKUMAR JANADRI |
|Place : Bangalore ||CHARTERED ACCOUNTANT |
|Date : 30.06.2021 ||(Membership No. 222127) |
| ||UDIN: 21222127AAACG3951 |
Annexure 'A' to the Independent Auditors' Report
The Annexure A referred to in the Independent Auditor's Report to the members of MarisSpinners Limited for the year ended on March 31 2021.
I report that:
i. In respect of the Company's fixed assets:
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
b) According to the information and explanation given to me and in my opinion themanagement has carried out physical verification of Fixed Assets at reasonable intervalsand no material discrepancies have been noticed on such verification;
c) On the basis of my verification all the title deeds of the immovable propertiesowned by the company are held in the name of the company;
ii. According to the information and explanation given to me and in my opinion theinventory has been physically verified at reasonable intervals during the year underreview by the management and no material discrepancies have been noticed on suchverification.
iii. a) The Company has not granted any loans secured or unsecured to Companies firmsor other parties covered in the register maintained under section 189 of the CompaniesAct 2013.
b) As the company has not granted any loans secured or unsecured to companies firmsor other parties covered in the register maintained under section 189 of the CompaniesAct 2013 reporting under clause (iii) of paragraph 3 of the Order does not arise.
iv. According to the information and explanation given to me and in my opinion thereare no loans investments guarantees and security granted by the company which attractsprovisions of section 185 and 186 of the Companies Act 2013;
v. The Company has not accepted deposits and hence reporting under clause (v) ofparagraph 3 of the order does not arise;
vi. vi. I have reviewed the books of account maintained by the Company pursuant to therules made by the Central Government under section 148(1) of the Companies Act 2013 forthe maintenance of cost records and I am of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However I have not made a detailedexamination of the records with a view to determine whether they are accurate or complete.
vii. a) According to the information and explanations given to me the company has beengenerally regular in depositing undisputed statutory dues including Provident FundEmployees State Insurance Income-Tax Sales Tax Service Tax Custom Duty Excise DutyValue Added Tax Goods and Service Tax Cess and any other statutory dues with theappropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of the above were in arrears as at March 31 2021for a period of more than six months from the date on which they became payable.
b) According to information and explanations given to me and the records of the Companyexamined:
the gross disputed statutory dues of value added tax amounts to Rs.16868603in aggregate as on 31st March 2021 out of which Rs.1106000 has been deposited underprotest/adjusted by tax authorities and the balance has not been deposited on account ofmatters pending before appropriate authorities as detailed below:
|Name of the Statute ||Nature of disputed statutory dues ||Period to which amount relates ||Forum from where the dispute is pending ||Gross Amount Due ||Amount Deposited under Protest |
|1 Tamilnadu VAT ||Input Credit ||2013-14 ||Assistant Commissioner Woraiyur Assessment Circle Trichy ||400032 ||Nil |
|2 Tamilnadu VAT ||Input Credit ||2008-09 to 2012-13 ||Assistant Commissioner Woraiyur Assessment Circle Trichy ||2146430 || |
|3 Tamilnadu VAT ||Input Credit ||2012-13 to 2014-15 ||Assistant Commissioner Woraiyur Assessment Circle Trichy ||6345971 ||906000 |
|4 Tamilnadu VAT ||VAT Claim ||2015-16 ||Assistant Commissioner Woraiyur Assessment Circle Trichy ||5985510 ||Nil |
|5 Tamilnadu VAT ||VAT Claim ||2016-17 ||Assistant Commissioner Woraiyur Assessment Circle Trichy ||1990660 ||200000 |
| || ||Total || ||16868603 ||1106000 |
the company has disputed and filed appeal against the assessment order u/s143(3) passed by the by the Deputy Commissioner of Income Tax/Income Tax AuthorityNational e-Assessment Centre Delhi for making addition of Rs.3764463/- as disallowanceof common expenditure attributable to Windmill undertaking out of the total expenditure oftwo manufacturing units for the Assessment Years from 2018-19 and is confident ofobtaining complete relief in the matter hence no provision has been made in the accountsfor the said claims.
viii. According to the information and explanation given to me and on the basis of myexamination of the records the company has not defaulted in the repayment of dues toBanks or financial institutions. As per the information and explanation received thecompany has neither availed borrowings from Governments nor issued Debentures and hencereporting on the repayment of loans to Government or dues to Debenture Holders does notarise;
ix. The Company did not raise any money by way of initial public offer or furtherpublic offer including debt instruments during the year. On the basis of review ofutilization of funds pertaining to the term loans on an overall basis and relatedinformation made available to me the term loans taken by the company have been utilisedfor the purposes for which they were obtained.
x. According to the information and explanation given to me and in my opinion no fraudby or on the Company has been noticed or reported during the year under review;
xi. According to the information and explanation given to me and in my opinion theManagerial Remuneration paid/ provided is in accordance with the provisions of section 197read with Schedule V of the Companies Act 2013; xii. As the Company is not in the natureof Nidhi Company reporting under sub-clause (xii) of paragraph 3 of the order does notarise;
xiii. According to the information and explanation given to me and in my opiniontransactions with all the related parties are in compliance with section 177 and 188 ofthe Companies Act 2013 and where applicable the company has disclosed the details in thefinancial statements etc. as required by the applicable accounting standards;
xiv. According to the information and explanation given to me the company has not madeany preferential or private placement of shares or fully or partly convertible debenturesduring the year under review reporting under subclause (xiv) of paragraph 3 of the orderdoes not arise;
xv. In my opinion and according to the information and explanation given to me thecompany has not entered into any non-cash transactions with directors or persons connectedwith them and hence reporting under sub-clause (xv) of paragraph 3 of the order does notarise;
xvi. The company is not engaged in the business of non-banking financial institution.Hence it is not required by the company to obtain registration under section 45-IA of theReserve Bank Act 1934.
| ||VIJAYAKUMAR JANADRI |
|Place : Bangalore ||CHARTERED ACCOUNTANT |
|Date : 30.06.2021 ||(Membership No. 222127) |
Annexure 'B' to the Independent Auditors' Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
I have audited the internal financial controls over financial reporting of M/s MarisSpinners Limited ("the Company") No.9 Cathedral Road Chennai - 600086 as of31st March 2021 in conjunction with my audit of the financial statements of the Companyfor the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those Standards and the Guidance Note requirethat I comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.
My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting:
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting:
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In my opinion to the best of my information and according to the explanations given tome the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2021 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
| ||VIJAYAKUMAR JANADRI |
|Place : Bangalore ||CHARTERED ACCOUNTANT |
|Date : 30.06.2021 ||(Membership No. 222127) |