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Auditor Report of Satin Creditcare Network Ltd.

Mar 31, 2017

Auditor''s Report

INDEPENDENT AUDITORS'' REPORT TO THE MEMBERS OF SATIN CREDITCARE NETWORK LIMITED,

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Satin Creditcare Network Limited (''the Company'') which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information. (here in after referred to as "Standalone Financial Statements")

2. Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (hereinafter referred to as "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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes for 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 the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. While conducting the 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 Board of Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, 2017, its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

A. 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 of the Act, we give in the Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

B. 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 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow statement comply with the accounting standards specified under section 133 of the Companies Act,2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

(e) On the basis of written representations received from the Director as on 31st March 2017 and taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March 2017, from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" and;

(g) 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) There are no pending litigations which would have an impact on the financial position of the company.

(ii) The company does not have any material foreseeable losses in respect of outstanding long term contracts including derivative contracts as at 31st March 2017.

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

(iv) The company has provided requisite disclosures in the standalone statements as to the holdings as well as dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and these are in accordance with the books of accounts maintained by the company. Refer Note No. 24 to the Standalone financial statement.

Annexure A to the Independent Auditor''s Report - 31st March, 2017 on Standalone Financial Statements

(Referred to our report of even date)

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of

fixed assets.

(b) The fixed assets were physically verified during the year by the management in a phased periodic manner in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to information and explanations given to us, there are certain cases where the title deeds of immovable properties are not in the name of the Company. The fixed assets acquired on amalgamation of Satin Intellicomm Limited with the company with the appointed date of 1.4.2006 and the effective date as on 3.12.2007 are still in the name of the erstwhile company, Satin Intellicomm Limited - Refer Note No. 11(3).

(ii) The Company''s business does not deal with inventories and accordingly, the requirements under clause 3(ii) of the Order are not applicable to the Company and hence not commented upon.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other party covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the order are not applicable to the company.

(iv) The Company has not granted any loans and provided any guarantees or security to the parties covered under section 185 of the Act. The company has complied with the provisions of Section 186 of the Act in respect of investments made or loans or guarantee or security provided to the parties covered under section 186.

(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year under section 73 to 76 or any other relevant provisions of the Companies Act, 2013. The company is a registered ''NonBanking Financial Company-Micro Finance Institution'' (NBFC- MFI) with Reserve Bank of India.

(vi) The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the services rendered by the company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the

company, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, service tax, value added tax, customs duty, excise duty and cess were in arrears as at 31.03.2017 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of value added tax, custom duty, service tax, excise duty and cess which have not been deposited on account of any dispute.

(viii) Based on our audit procedures and according to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to banks or to any financial institutions or debenture holders or government.

(ix) In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of public offer or further public offer and hence not commented upon. Further, the monies raised by the Company through debt instruments and term loans (both secured and unsecured) availed by the company were, prima facie, applied by the company during the year for the purposes for which they were obtained, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid assets, payable on demand.

(x) We have been informed that during the year there were four instances of misappropriation of cash by the employees of the company aggregating to Rs. 2,816,201 (Previous year Rs. 8,507,000) out of which in the Current Year Rs. 2,339,000 (Previous Year Rs. 7,500,000) has been recovered. For the remaining amount, the company has not made provision in its books of account during the year being certain of recovery. The company has initiated legal action against the employees -Refer Note No. 30(9)(A)(xvi)(g)

(xi) Based on our audit procedures and according to information and explanations given to us, the managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

(xii) In our opinion and according to information and explanations given to us, the company is not a nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) Based on our audit procedures and according to information and explanations given to us, transactions with related parties are in compliance with section 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the notes to the financial statements as required by the applicable accounting standard.

(xiv) Based on our audit procedures and according to information and explanations given to us, the company has made preferential allotment / private placement of shares during the year under review and it has complied with requirements of Section 42 of the Act. The amount raised has been used for the purposes for which the funds were raised.

(xv) Based on our audit procedures and according to information and explanations given to us, the company has not entered into non-cash transactions with directors or directors of its subsidiary company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) The company being a NBFC (MFI) is registered under section 45-IA of the Reserve Bank of India Act, 1934

Annexure B to the Independent Auditors'' Report - 31 March 2017 on Standalone Financial Statements

(Referred to in paragraph B(f) under "Report on Other Legal and Regulatory Requirements" of our report of even date)

Report on the Internal Financial controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of Satin Creditcare Network Limited ("the Company") as of 31 March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that ware operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s polices, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act 2013 ("the Act").

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and prescribed under section 143 (10) of the Companies Act 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted principles. A company''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projection of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For A.K. Gangaher & Co.

Chartered Accountants

A.K. Gangaher

Proprietor

Membership No. 083674

Firm ICAI Registration no.004588N

Place: Delhi

Dated: 26th May, 2017


Mar 31, 2016

We have audited the accompanying financial statements of Satin
Creditcare Network Limited (''the Company'') which comprise the Balance
Sheet as at 31st March 2016, the Statement of Profit and Loss and the
Cash Flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (hereinafter referred to
as "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 for 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 the 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. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. While conducting the 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
thereunder. We conducted our audit in accordance with the Standards on
Auditing, issued by the Institute of Chartered Accountants of India, as
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 Board of 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 on the financial
statements.

4. Opinion

In our opinion and to the best of our information and according to the
explanations given to us, 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 2016, its profit, and its cash flows for the year ended
on that date.

5. Report on Other Legal and Regulatory Requirements

A. 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 of the Act, we give in the Annexure "A"
a statement on the matters specified in paragraphs 3 and 4 of the Order.

B. 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
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 Balance Sheet, Statement of Profit and Loss and
the Cash Flow statement comply with the accounting standards specified
under section 133 of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules 2014,as applicable

(e) On the basis of written representations received from the Directors
as on 31st March 2016 and taken on record by the Board of Directors,
none of the directors of the Company is disqualified as on 31st March
2016, from being appointed as a director in terms of section 164(2) of
the Act.

(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B" .Our
report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over
financial reporting.

(g) 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 positions in its financial statements - Refer Note 26(2) to
the financial statements.

ii. The company does not have any material foreseeable losses in
respect of outstanding long term contracts including derivative
contracts as at 31st March 2016 -Refer Note 5B(2) to the financial
statements.

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

ANNEXURE A TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph B under ''Report on Other Legal and Regulatory
Requirements of our report of even date)

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

(b) The fixed assets were physically verified during the year by the
management in a phased periodic manner in accordance with a regular
program of verification, which in our opinion provides for physical
verification of all fixed assets at reasonable intervals having regard
to the size of the company and the nature of its assets. According to
the information and explanations given to us, no material discrepancies
were noticed on such verification.

(c) According to information and explanations given to us, there are
certain cases where the title deeds of immovable properties are not in
the name of the company. The fixed assets acquired on amalgamation of
Satin Intellicomm Limited with the company with the appointed date of
1.4.2006 and the effective date as on 3.12.2007 are still in the name
of the erstwhile company, Satin Intellicomm Limited. The process of
transfer of these assets in the name of the company is still under
process.

(ii) The Company''s business does not deal with inventories and
accordingly the requirements of clause 3(ii) of the Order are not
applicable to the company and hence not commented upon.

(iii) According to the information and explanations given to us, the
company has not granted any loans, secured or unsecured to companies,
firms, Limited Liability Partnerships or other party covered in the
register maintained under section 189 of the Act. Accordingly, the
provisions of clause 3(iii) (a), (b) and (c) of the order are not
applicable to the company.

(iv) The Company has not granted any loans and provided any guarantees
or security to the parties covered under section 185 of the Act. The
company has complied with the provisions of Section 186 of the Act in
respect of investments made or loans or guarantee or security provided
to the parties covered under section 186.

(v) According to the information and explanations given to us, the
Company has not accepted any deposits during the year under section 73
to 76 or any other relevant provisions of Companies Act,2013. The
company is a regsitered ''Non Banking Financial Company-Micro Finance
Institution.'' (NBFC- MFI),with Reserve Bank of India.

(vi) To the best of our knowledge and as explained , the Central
Government of India has not prescribed the maintenance of cost records
under Section 148(l)of the Act for any of the products/services rendered
by the company.

(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the company, the
company has been regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, employees'' state
insurance, income tax, sales tax, service tax, custom duty, excise
duty, value added tax, cess and other material statutory dues
applicable to it.

(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees''
state insurance, income tax, service tax, value added tax, customs
duty, excise duty and cess were in arrears as at 31.03.2016 for a
period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are
no dues of value added tax, custom duty, wealth tax, service tax,
excise duty and cess which have not been deposited on account of any
dispute. However, according to information and explanation given to us,
there is an income tax case pending in appeal for the year 2011 with
the Commissioner of Income Tax (Appeals),New Delhi for an amount of Rs.
2.47 lacs (Previous Year Rs.2.47 lacs)against which the Company has
already deposited the entire amount.

(viii) Based on our audit procedures and according to the information
and explanations given to us, the company has not defaulted in
repayment of loans or borrowings to banks or to any financial
institution, or debenture holders or government.

(ix) In our opinion and according to the information and explanations
given to us by the management, the Company has not raised any money by
way of Public offer or further public offer ,and hence not commented
upon. Further the monies raised by the company through debt instruments
and term loans (both secured and unsecured) were prima facie applied by
the company during the year for the purposes for which they were
obtained, though idle/surplus funds which were not required for
immediate utilization have been gainfully invested in liquid assets,
payable on demand.

(x) According to the information and explanations given to us by the
management ,we have been informed that during the year there were two
instances of misappropriation of cash by the employees of the company
aggregating Rs.8,507,520/-( Previous Year Rs.Nil) and out of which
Rs.7,500,000/- has been recovered and is in the police custody pending
final hearing of the case. The outstanding balance (net of recovery)
aggregating Rsl,007,520/- has been written off. As informed, services
of employees involved have been terminated and legal action has been
initiated against these employees. Further we report that no material
fraud by the company or on the company by the officers and employees of
the company has been noticed or reported during the year.

(xi) In our opinion and according to information and explanations given
to us, the managerial remuneration has been paid/provided in accordance
with the requisite approvals mandated by the provisions of section 197
read with schedule V to the Companies Act,2013

(xii) In our opinion and according to information and explanations
given to us, the company is not a nidhi company. Accordingly, paragraph
3(xii) of the order is not applicable.

(xiii) Based on our audit procedures and according to information and
explanations given to us, transactions with related parties are in
compliance with section 177 and 188 of the Act, where ever applicable.
The details of such related party transactions have been disclosed in
the notes to the financial statements as required by the applicable
Accounting Standards.

(xiv) Based on our audit procedures and according to information and
explanations given to us, the company has made preferential allotment /
private placement of shares during the year under review and it has
complied with requirements of Section 42 of the Act. The amounts raised
have been used for the purposes for which the funds were raised.

(xv) Based on our audit procedures and according to information and
explanations given to us, the company has not entered into non- cash
transactions with directors or directors of its holding, subsidiary, or
associate company or persons connected with them and hence provisions
of Section 192 of the Companies Act,2013 are not applicable to the
company.

(xvi) The company being a NBFC (MFI) is registered under section 45-IA
of the Reserve Bank of India Act, 1934


For A.K.Gangaher & Co.

Chartered Accountants

A.K.Gangaher

Proprietor.

Membership No.083674.

Firm ICAI Registration No.004588N


Mar 31, 2015

We have audited the accompanying financial statements of Satin Credit care Network Limited ('the Company*) which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (hereinafter referred to as" 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 for 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 the 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. Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. While conducting the 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 e 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 an adequate internal financial controls system. over financial reporting in place 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 Board of Directors, as well as evaluating the overall presentation of the' financial statements.

We believe trial the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4 Opinion

bi our opinion and to the best of our information and according to the explanations given to us, 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. its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

A. As required by the Companies (Auditors Report) Order, 2015("the Order"), issued by the Central Government of India in Terms of sub-section (1 l)of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4of the Order, to the extent applicable.

B. 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 1 aw hae been kept by the company so far as it appears from our examination of those bodes.

(c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow statement dealt with by this report are in agreement with t he books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and The Cash Flow statement comply with the accounting standards specified under section 133 of the Companies Act,2013 readwithRule7 of the' Companies (Accounts) Rules 2014

(e) On the basis of written representations received from the Director as on 31st March 2015 and taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March 2015, from being appointed as a director in terms of section 164(2)of the' Act; and

(f) With respect to the other matt era to be included in the Audi levels 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 giver, to us:

i. There were no pending litigations which would impact the financial position of the company.

ii. The company did not have any outstanding long term contracts including derivative contracts as at 31st March 2015 for which there were any material foreseeable losses; and

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

ANNEXURETO THE INDEPENDENT AUDITORS'REPORT

Referred lo in paragraph 1 under t he heading "Report on other legal and regulatory requirements" of our report of even date,

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets acquired on amalgamation of Satin Intellect comm. Limited wit h the company wit h the appointed date of 1.4.2006 and the effective date as on 3.122007 are still in the name of the erstwhile company Satin Intellect comm. Limited. The process of transfer of these assets in the name of the company is under process.

(b) The fixed assets were physically verified during the year by the management in a phased periodic manner in accordance with j regular programmed of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals having regard to the size of the Company and the nature of its assets. According to the information and enplaned ions given to us, no material discrepancies were noticed on such verification.

(ii) The Company's business does not involve inventories and, accordingly the requirements of paragraph 4(ii) of the Order are not applicable to the Company and hence not commented for.

(iii) According tithe information and explanations given to us, the company has not granted any loans to company, firm or other part)- listed in the register maintained under section 189 of the Companies Act,2013. Accordingly ,the provisions of clause 3(iii Xa)(b) of the order are not applicable to the company.

(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 with regard to purchases of fixed asset s and for sale of services. The activities of the Company do not involve purchase of inventory and sale of goods. During the course of our audit, we have not observed any continuing failure to correct any major weakness in internal control system of the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. The company is A 'Non Banking Financial Company-Micro Finance Institutions' (NBFC- MFIs)

(vi) The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the services rendered by the company

(vii) (a) According to the information and explanations given to us are on the basis of our examination of the records of the company, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident found, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company wit h appropriate authorities.

(b) According to the information and explanations given to us, Noun disputed amounts payable in respect of provident fund, employees' state insurance, income tax, wealth tax, service tax, value added tax, customs duty, excise duty and cess were in arrears as at 31.03.2015 fore period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there care no dues of value added tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute. However according to information and explanation, the following Dues of Income tax which have not been deposited as on 31st March 201S on account of dispute is given below

Name of Statute Nature of Dues Amount (Rs.in lacs) Period to which the Forum where dispute is amount relates pending

Income Tax Income tax 2.47 2011 Commissioner of Income Act, 1961 tax-(Appeals)

(d) According to the information and explanation given to us, there were no amount s which were required to be trans fared to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act 1956(1 of 1956) and rules made there under.

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

(ix) Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

(x) In our opinion and according to the information and explanations given to us, the company has not given guarantees for loan take n by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the term loans (both secured and unsecured) availed by the company were, prima facie, applied by the company during the year for the purposes for which they were obtained, other than temporary deployment in liquid assets payable on demand pending final utilization.

(xii) According to the information and explanations given to us, no fraud the Company and no material fraud on the company was noticed or reported during the year, although there have been few instances of loans becoming doubtful of recovery consequent upon fraudulent misrepresentation by the borrowers, the amounts whereof are not material in the context of the size of the company and the nature of its business and which have not been provided for.

For A. K. Gangaher & Co.

Chartered Accountants

A. K.Cangaher

Proprietor

Membership No. (83674

Firm ICAI Registration no.004588N

Place: Delhi

Dated: 25th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Satin Credit care Network Limited ('the Company') which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's 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 principles generally accepted in India including Accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 ("the Act"), (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors 'Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 of material misstatement.

An audit includes 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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements in particular Note no. 17 and 23 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;

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2014;

ii) in the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

A. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, 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.

B. As required by Section 227(3) of the Act, we report that:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) 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.

(iii) 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.

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow statement comply with the accounting standards notified under the Act (which continue to be applicable in respect of section 133 of the Companies Act,2013 in terms of general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) referred to in sub-section (3C) of Section 211 of the Act; and

(v) On the basis of written representations received from the Director as on 31st March 2014 and taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March 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 Auditors-report

Referred to in paragraph 5A of our report of even date, (i) In respect of fixed assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets acquired on amalgamation of Satin Intellicomm Limited with the company with the appointed date of 1st April, 2006 and the effective date as on 3rd December, 2007 are still in the name of the erstwhile company Satin Intellicomm Limited. The process of transfer of these assets in the name of the company is under process.

(b) The fixed assets were physically verified during the year by the management in a phased periodic manner in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion do not constitute a substantial part of fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(ii) As explained to us, there are no inventories held by the company as on 31st March, 2014.

(iii) (a) The company has not granted any loans to company, firm or other party listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion, the provisions regarding the rate of interest and other terms and conditions on which these loans are granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not applicable in this year.

(c) The provisions regarding the payment of interest and repayment of principal amounts is not applicable to the company.

(d) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv)

(a) The company has not taken any loan from any associate company covered in the Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, the provisions regarding rate of interest and other terms and conditions on which these loans were taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not applicable in the current year.

(c) The provisions regarding repayment of loan and interest are not applicable to the company.

(d) The company has not given any loan to any company covered in the register maintained under section 301 of the Companies Act, 1956.

(v) 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 with regard to purchases of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(vi)

(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 explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and in respect of each party during the year have been made at prices which are reasonable having regard to the prices at which transactions for similar goods, materials and services have been made with other parties.

(vii). The company is a 'Non Banking Financial Company-Micro Finance Institutions'(NBFC- MFIs) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

(viii) In our opinion, and according to the information and explanations given to us, the internal audit functions carried out by the company along with the firm of Chartered Accountants appointed by the management have been commensurate with the size of the company and nature of its business.

(ix) The Central Government of India has not prescribed the maintenance of cost records under Section 209(l)(d) of the Act for any of the services rendered by the company

(x) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax , wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute. The details of Dues of Income tax which have not been deposited as on 31st March 2014 on account of dispute is given below

Name of Statute Nature of Dues Amount(RS.in lacs) Period to which the amount relates

Income Tax Income tax 2.47 2011 Act,1961



Name of Statue Forum where dispute is pending

Income Tax Commissioner of Income Act, 1961 tax (Appeals)

(xi) The company neither has accumulated losses and nor has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xii) Based on our audit procedures and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

(xiii) In our opinion and according to the information and explanations given to us, the company during the year has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a chit fund or a nidhi/ mutual benefit fund /society

(xv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities. The company has invested surplus funds in various investments. According to the information and explanations given to us, proper records have been maintained of the transactions and timely entries have been made therein. The investments are held by the company in its own name.

(xvi) In our opinion and according to the information and explanations given to us, the company has not given guarantees for loan taken by others from banks or financial institutions.

(xvii)In our opinion and according to the information and explanations given to us, the term loans (both secured and unsecured) availed by the company were, prima facie, applied by the company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xviii)According to the information and explanations given to us and on an overall examination of the balance sheet of the company and the maturity profile of assets and liabilities with a residual maturity of one year given in the Asset Liability Management Report, we report that no funds raised on short-term basis have been used for long- term investment. No long-term funds have been used to finance short-term assets except permanent working capital

(xix) According to the information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xx) According to the information and explanations given to us and records examined by us, securities/charges have been created in respect of all secured redeemable non convertible debentures issued during the year and outstanding at the year end.

(xxi) During the year covered by our report the company has not raised money by way of public issue. The company in the current year has issued equity share capital and has allotted preferential share capital for the working capital requirements and further expansion of business. The equity share capital has been allotted after the 31st March 2014. The funds received by the company against the Preference share capital have been deployed or are in the process of deployment as per the requirements of the company.

(xxii)Accordmg to the information and explanations given to us, no fraud by the company and no material fraud on the company was noticed or reported during the year, although there have been few instances of loans becoming doubtful of recovery consequent upon fraudulent misrepresentation by the borrowers, the amounts whereof are not material in the context of the size of the company and the nature of its business and which have not been provided for.

For A.K.Gangaher & Co.

Chartered Accountants

A.K.Gangaher

Proprietor

Membership No. 083674

Firm ICAI Registration no.004588N

Place: Delhi

Dated: 26th May 2014

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