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Auditor Report of Indus Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of INDUS FINANCE LIMITEDfthe Company'), which comprise the Balance Sheet as at 31st March, 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 forthe Financial Statements

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 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 specified 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 of 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 there under.

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. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on thefinancial statements.

Opinion

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 paragraphs 'Emphasis of Matter', the aforesaid financial 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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

(i) Refer Note 10 (d) in the Financial Statements : The Other loans & advances (secured, considered good) includes a loan amount of Rs.2.5 Crores (PY: Rs.2.5 Crores) against which no interest income has been accounted and no principal amount is being received during the Financial Year 2014-15. In absence of information, we are unable to comment about the regularity of repayment of principal & interest.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the central government in terms sub-section (11) of section 143 of the Act, we give in Annexure B a statement on matters specified in paragraph 3 &4 of the said order.

2. As required by Section 143 (3) of the Act, we reportthat:

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 ouraudit.

(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 those books.

(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 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2015from being appointed as a director in terms of Section 164 (2) of the Act.

(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 ouropinion 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 Refer Note 18.1 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 in Other Legal and Regulatory Requirements of Our Report of even date to the members of INDUS FINANCE LIMITED on the accounts of the company for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

No Material discrepancies were noticed on such verification.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are 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 records of Inventory, we are of the opinion that the company is maintaining proper records of its inventories.

No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) There is one company covered in the register maintained under section 189 of the Companies Act, 2013 to which the company has granted loans.

(b) The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(c) There is no overdue amount of loans granted to companies / firms / other parties listed in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regards to the purchase of inventories & fixed assets and with regards to sale of goods & services.

During the course of ouraudit, no major weakness has been noticed in the internal controls.

5. In ouropinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 & 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to deposits accepted from the public&from the members.

No Order has been passed by the Company Law Board or the National Company Law Tribunal or by any Court or by any other Tribunal with regard to such deposits.

6. Rules made by the Central Government for maintenance of Cost Records under section 148 (1) of the Companies Act, 2013 is not applicable.

7. (a) According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Sales-tax, Value Added Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty, Excise Duty, cess & other statutory dues applicable to it;

According to the information and explanations given to us, no undisputed amounts payable in respect of Sales-tax, Value Added Tax, Wealth Tax, Income Tax, Service Tax, Custom Duty and Excise Duty were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable;

(b) According the records of the company, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Value Added Tax, Service Tax, Excise Duty or Cess which have not been deposited on account of any dispute.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

8. The company does not have any accumulated losses as at 31st March, 2015. The Company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution and / or any bank.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

11. Based on our audit procedures and on the information given by the management, the term loans have been applied for the purpose for which they were raised.

12. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For V. Ramaratnam & Co Chartered Accountants FRN: 002956S

R. Sundar Partner Membership No. : 012339

Place: Chennai. Date: 15th June 2015










Mar 31, 2014

We have audited the accompanying financial statements of Indus Finance Corporation Limited ("the Company"), which comprise the Balance Sheet as at March 31 2014, 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''s Responsibility for the Financial Statements

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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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.

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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial 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 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. Emphasis of Matter

We draw your attention to Note No.20.1 which describes the demand raised by Income Tax Department. The Department has attached some of the investments of the company which is not yet lifted.

Our opinion has not been qualified in respect of above stated matters as it does not affect the financial statements materially.

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 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 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 those books;

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 account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013

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 is 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 Companies Act, 1956;.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Indus Finance Corporation Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. The Company is a non-banking finance company and does not hold any inventories. Accordingly, paragraph 4(ii) (a), (b) and (c) of the order are not applicable.

3. (a) According to the information and explanations given to us and on the basis of our examination

of the books of account, the Company has granted to/taken loans from companies, listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not granted loan or advances to any parties that are covered in the register maintained under Section 301 of the Act during the year. The amount involved during the year is NIL and the year end balance of such loans aggregates to Rs.4.85 Crores.

The Company has not taken any loans or advances from the parties that are covered in the register maintained under Section 301 of the Act during the year. The amount involved during the year is NIL and the year end balance of such loans aggregates to Rs.26.66 Crores.

(c) In our opinion the rate of interest and other terms and conditions on which loans have been granted / taken to / from companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the company.

(d) The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest.

(e) There is no overdue amount of loans granted to / taken from companies listed in the registers maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the service rendered. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section, b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lacs rupees in a financial year are made under any contracts or arrangements at the price at which it is made are reasonable to prevailing market price.

6. The Company has not accepted any deposits from the public to which directives issued by the Reserve Bank of India and the provisions of under section 58A and 58AA of the Companies Act, 1956 and any other relevant provisions and the rules framed there under apply.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management and in our opinion, the company is predominantly a "Non- Banking Finance Company" and hence not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1)of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales-tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. 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, debentures and other securities.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing or trading in shares, securities, debenture, mutual funds & other Investments. The Company has invested surplus fund in the schemes of mutual funds and other investments.

According to the information and explanations given to us, proper records have been maintained of transactions and contract and timely entries have been made therein.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. Accordingly, Paragraph 4 (xv) of the Order is not applicable to the company.

16. Based on our audit procedures and on the information given by the management, the company has not obtained any term loans from banks or financial institutions during the year. Accordingly, Paragraph 4 (xvi) of the Order is not applicable to the company.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of Companies Act, 1956 during the year. Accordingly, Paragraph 4 (xviii) of the Order is not applicable to the company.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures during the year. Accordingly, Paragraph 4 (xix) of the Order is not applicable to the company.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised any money by public issue during the year. Accordingly, Paragraph 4 (xx) of the Order is not applicable to the company.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For V. Ramaratnam & Co Chartered Accountants FRN:002956S

R. Sundar Partner Membership No. : 012339

Place: Chennai - 600 034.

Date: 30th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Indus Finance Corporation 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''s Responsibility for the Financial Statements

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 CompaniesAct, 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.

Auditor''s Responsibility

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 obtainreasonableassuranceaboutwhetherthefinancial statements arefreefrom 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. 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 audit opinion.

Basis for Qualified Opinion:

1. Deviation from Accounting Policy. (Refer Note 2.1)ln case of Sale of Fixed Asset, the company has disclosed the Sale Consideration as Income and the Written Down Value is adjusted against the Reservesin the Balance Sheet. Consequent of which profitof the year isoverstated byRs.43,36,665/-;and

2. Non - Provisioning for NPA as per prudential norms stipulated by RBI: (Refer Note 2.18) The Company has not provided for Sub-Standard and Doubtful Asset as stipulated by Reserve Bank of India. Consequent of which Profit and Assets for the year are overstated by Rs.500,000/-(Sub Standard Asset Rs.5,000,000/-)

Opinion

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 paragraph "Basis for Qualified Opinion", the financial statements give the information required bytheActin the mannerso required andgiveatrue and fairviewin conformitywiththeaccounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company a sat 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) inthecaseoftheCashFlowStatement.ofthecashflowsfortheyearendedonthatdate.

Emphasis of Matter

We draw your attention to Note No.21.1 which describes the demand raised by Income Tax Department. The Department has attached some of the investments of the company which is not yet lifted.

Our opinion has not been qualified in respect of above stated matters as it does not affect the financial statements materially.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Governmentof India in terms of sub-section (4A)of section 227 of theAct.wegive in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. Asrequiredbysection227(3)oftheAct,wereportthat:

a) we have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

b) inouropinionproper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreementwith the books of account;

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 31,2013, and taken on record by the Board of Directors, 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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Indus Finance Corporation Limited on the accounts ofthecompanyfortheyearended31stMarch,2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative detailsand situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted to/ taken loans from companies, listed in the registermaintainedunderSection301oftheCompaniesAct,1956.

(b) The Company has granted loan and advances to 2 parties that are covered in the register maintained under Section 301 of the Act. The amount involved during the year and the year-end balance of such loans aggregates to Rs.3,00,00,000/- & Rs.3,20,00,000/- respectively. The Company has taken loan from 2 parties that are covered in the register maintained under Section 301 of the Act. The amount involved during the year and the year-end balance of such loansaggregatestoRs.3,25,51,652/-&Rs.32,95,19,114/-respectively.

(c) In our opinion the rate of interest and other terms and conditions on which loans have been granted / taken to / from companies, firms or other parties listed in the registers maintained underSection 301 are not, primafacie, prejudicial to the interest of the company.

(d) The parties have repaid the principal amounts as stipulated and have been regular in the paymentofinterest.

(e) There is no overdue amount of loans granted to / taken from companies listed in the registers maintainedundersection301oftheCompaniesAct,1956.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act exceeds five lacs rupees in a financial year are made under any contracts or arrangements at the price at which it is made are reasonable to prevailing market price.

6. The Company has not accepted any deposits from the public covered under section 58Aand 58AAof the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management and in our opinion, the company is predominantly a "Non- Banking Finance Company" and hence not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund,

Investor Education and Protection Fund, Employees'' State Insurance, Sales-tax, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on31st of March, 2013 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bankordebenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advanceson the basisof security byway of pledgeof shares, debentures and othersecurities.

13. The Company is not a chit fund or a n id hi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & furtherinvestmentsspecified are held in theirown name.

15. According to the information and explanations given to us, the Company has not given any guaranteesfor loan taken by othersfromabankorfinancial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheetofthe Company as at31stMarch,2013, we reportthat no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For V.Ramaratnam & Co

Chartered Accountants

FRN: 002956S

R. Sundar

Partner

Membership No.: 012339

Place: Chennai

Date:28-May-2013


Mar 31, 2010

We have audited the.attached Balance Sheet of SUBUTHI FINANCE LIMITED, as at 31st March, 2010 and the Profit and Loss Account of the Company for the same period ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors report) Order 2003, issued by the Central Government of India in terms of Section 227 (IV) (a) of the Companies Act, 1956, we annex hereto a statement of the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the statement referred to in paragraph 1 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 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 such books.

c. The Companys Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d. In our opinion the Profit & Loss Account and the Balance Sheet comply with the applicable Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e. On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 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 read with the notes thereon under Schedule give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in confirmity with the accounting principle generally accepted in India

1 In the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2010 and

2 In the case of the Profit and Loss Account, profit for the period ended on that date.

Annexure -1 RE: SUBUTHI FINANCE LIMITED Referred to Paragraph 2 of our report of even date

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the Assets have been physically verified by the management during the year and the Company has regular programme of verification which, in our opinion, is reasonable having regard to the nature of the Company and its size. No material discrepancies were noticed.

(c) The Company has not disposed off substantial portion of the fixed assets during the year, affecting the concern.

2. As the Company is a Non Banking Finance Company, the requirement for verification of inventory is not applicable.

3. The company has not taken any unsecured loan from a company covered under register maintained under section 301 of the Act.

4. 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 nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the Register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us and according to the contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956, the value of transactions exceeding Rs.5,00,000/- with those parties, are reasonable having regard to the prevailing market price.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public to which the provisions of section 58A and 58AA

of the Companies Act, 1956 and the Rules framed there under are applicable and therefore paragraph 4{vi) of the Order is not applicable.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. As the Company is Non Banking Finance Company, it is not required to maintain Cost Audit Records under the Act.

9. In our opinion and according to the information and explanations given to us, the company does not have any undisputed statutory dues, as at 31st March, 2010 for a period of more than six months from the date they became payable to investor education protection fund, employees state insurance, sales tax, wealth tax, customs duty, excise duty, cess and other statutory dues, if any, with the appropriate authorities except Income Tax where the Income Tax Assessing Authorities have passed orders disallowing depreciation claimed by the Company and have demanded Rs. 1,02,43,906/- by way of Income Tax for the block assessment period 1993 - 94 to 1996 - 97 on 29th October, 1997, and have also raised a Tax demand of Rs. 99,32,914/- by disallowing certain lease expenses for the assessment years 1996-97,1997-98 and 1998-99. Also for the AY 2004-05, the department had raised a demand of Rs. 2,15,48,229/-.

10. The Company has neither accumulated losses nor incurred cash loss during the financial year covered under our audit and preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has no overdue of Installments payable to any financial Institutions.

12. In our opinion the company has maintained adequate records for loans granted on the basis of security by way of pledge of shares.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund, society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, where the company has given any guarantees for loans taken by others from banks or financial institutions the terms and conditions are not prejudicial to the interest of the Company.

15. The Company has not taken term loans during the period covered under our audit and there is no term loan outstanding as on the date of audit.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no short-term funds were invested in long-term investment.

17. According to the information and explanations given to us, there is no allotment of share capital during the period under our audit.

18. According to the information and explanations given to us during the period covered under our audit, the company has not issued any debentures during the year and hence, the provisions of clause no 4 (xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

19. According to the information and explanations given to us, the company has not raised any money by way of public issue during the year and therefore paragraph 4 (xx) of the Order is not applicable to the company.

20. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For S. VASUDEVAN & ASSOCIATES

Chartered Accountants

CHENNAI S. Vasudevan

02.07.2010 Partner

 
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