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Auditor Report of Nam Securities Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Nam Securities Limited, regd. Office: LGF, Plot no.410, Sector 31, Gurgaon-122001, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The company''s Board of Directors Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (the Act),with respect to 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 u/s 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 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 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 & are free from material mis-statement, 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 disclosures in the financial statements. The procedures selected depend upon the auditor''s judgment, including the assessment of 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 of the financial statements that give true and fare view in order to design audit procedures that are appropriate in the circumstances, but for not 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 accounting policies used and the reasonableness of the accounting estimates made by the Company 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 audit opinion in the financial statements.

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, of the state of affairs of the Company as at March 31, 2015, and its Profit and its Cash Flows for the year ended on that date.

Other Matters

In our opinion there is no other matter which needs any qualification.

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 provisions of Act, we give in the Annexure, a statement on the matters specified in Para(s) 4 & 5 of the Order;

2. 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 purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by Company so far as appears from our examination of books.

c) The Balance sheet, Statement of Profit and Loss, & 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 specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on 31.03.2015, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2015, from 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 Auditors Report in accordance with the 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, if any, on its financial positions in its financial statements,

(ii) The company has made provisions, as required under the applicable law or Accounting Standards, for material foreseeable losses if any, and as required in long term contacts including derivatives contacts.

(iii) That there were no amounts which were required to be transferred by the Company to the Investor Education and Protection Fund.

Annexure to the Auditors'' Report

As referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' of our Report of even date to the members of Nam Securities 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

Explanations given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programe of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals/ (at the end of the year) by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable.

(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 the purchase of inventory, fixed assets and for the sale of goods (and/services). During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) In our opinion and according to the information and explanation given to us, the company has not received any public deposits during the year.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund

(viii) The company does not have the accumulated losses at the end of financial year. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(xi) The company has not obtained any term loan during the year, so this para of order is not applicable.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For: SANJAY BRAHARUA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn. No.: 07144N

-Sd/ Place: New Delhi (Mohit Gupta) Date: 1st June, 2015 Prop. (M.No.526902)


Mar 31, 2014

We have audited the accompanying financial statements of M/s Nam Securities Limited, regd. Office: LGF, Plot no.410, Sector 31, Gurgaon-122021, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, 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 Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th Setember, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 & are free from material mis-statement, 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 upon the auditor''s judgement, including the assessment of 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 auditor procedures that are appropriate in the circumstances, but for not the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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 case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014.

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of cash flows for the year ended on that date.

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 para(s) 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 accounts as required by law have been kept by Company so far as appears from our examination of books.

c) The Balance sheet, Statement of Profit and Loss,&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 applicable Accounting Standards notified under the Act, read with General Circular 15/2013 dated 13th 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, we report that none of the directors are 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 Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Referred to in Paragraph I under the Heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

As required by the Companies (Auditors'' report) Order, 2003 made by the central Government under section 227 (4A) of the Companies Act, 1956, we state that:

1. a. The Company has maintained proper records showing full particulars including quantities details and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c. Fixed assets of a substantial part affecting going concern, have not been disposed off during the year.

2. a. The management has carried out physical verification of inventories at reasonable intervals.

b. The procedure of verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. The company during the year has not granted nor taken any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 310 of the Companies act, 1956.

4. In our opinion and according to the Explanation and Information given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business for the purchase of inventory, fixed assets and for sale of goods and services and there is no continuing failure to correct major weaknesses in internal control System.

5. a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the registered maintained under that section.

b. Transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any public deposits.

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

8. The Central Govt has not prescribed maintenance of Cost Records U/s 209 (1(d)) of the Companies Act, 1956.

9. According to the records and on basis of information/explanation given by the company, there are no statutory dues outstanding as at 31st march,2014 for a for a period of more than six months from the date they become payable.

10. Based on our Audit Procedures and on the basis of information and explanation given to us by the Management, we are of the opinion that the company has not defaulted in repayment of dues to banks.

11. In our opinion and on the basis information and explanation given to us by the Management, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures & other securities and hence maintenance of adequate documents and records for such cases does not arise.

12. The Company has no Accumulated Losses as on March 31st 2014 and has not incurred cash losses during the financial year ended on that date and also in the immediately preceding financial year.

13. According to the information and explanation given to us by the Management, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

14. The company is not a Chit Fund, Nidhi or Mutual Benefit Society. Hence the requirement of items (xiii) of paragraph 4 of the Order is not applicable to the company.

15. In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

16. As per the information and explanations given to us, there is no term loan borrowed by the company during the year.

17. As per the information and explanations given to us, funds raised on short term basis have not been used for Long Term Investments.

18. On the basis of the information and explanation furnished by the company, no fraud on or by the Company has been noticed or reported during the year.

19. According to the information and explanations given to us, no preferential allotment of shares has been made by the company to companies, firms, or parties listed in the register maintained under section 301 of the Companies Act, 1956.

20. The company has not issued any debentures. Hence the requirement of clause (xix) of paragraph 4 of the Order is not applicable to the company.

21. During the period covered by our audit report, the company has not raised any money by public issue.

For SANJAY BRAHARUA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn. No.: 07144N

Place: Gurgaon (SANJAY KUMAR GUPTA) Date: 1st September, 2014 Partner (M.No.084290)

 
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