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Auditor Report of Shriram Asset Management Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Shriram Asset Management Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

In our earlier Report dated April 29, 2015, we did not report on the matters specified under Companies (Auditor's Report) Order, 2015 for the reasons stated in paragraph 1 therein under "Report on other Legal and Regulatory Requirements", which reads as follows:

"Companies (Auditor's Report) Order, 2003 has ceased to have effect in view of promulgation of the Companies Act, 2013. In terms of Clause 3 of the notification issued by Ministry of Corporate Affairs dated April 10, 2015, the Companies (Auditor's Report) Order, 2015 shall come into force on the date of its publication in the Official Gazette. Since no such publication has yet been made, it will be deemed to have not come into force and hence not reported by us".

As the published gazette notification of the Order was disseminated only recently, the matters which are required to be reported under the Companies (Auditor's Report) Order, 2015 are now being included in this report.

Accordingly our report dated April 29, 2015 stands superseded by this report.

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 ("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 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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.

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, 2015, and its loss and 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

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 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.

(c) 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.

(d) 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 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(e) 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 does not have any pending litigations before any court of law which would impact its financial position. Disputes pending before various appellate authorities are disclosed in Note number 20.

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.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

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

(b) The fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(ii) The Company does not have any inventory. Hence, Clause No. (ii) (a), (b) and (c) of the Order are not applicable to the Company.

(iii) Based on our examination of the records and according to information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section189 of the Companies Act.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system.

(v) The Company has not accepted any deposits to which provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules apply.

(vi) The Central Government has not prescribed maintenance of cost records under Section 148 (1) of the Companies Act, 2013.

(vii) (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, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax cess and any other statutory dues applicable to it. Based on our audit procedures and according to the information and explanation given to us, there are no arrears of undisputed statutory dues which remain outstanding as at 31st March 2015 for a period of more than six months from the date these became payable.

(b) According to the information and explanations given to us and from the records of the Company, the details of dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute are given below:

Nature of Dues Year Amount Involved From where Dispute (Rs. in Lacs) # is pending

Income Tax A.Y 2006-07 2.80 CIT (Appeal)

Income Tax * A.Y 2007-08 27.10 ITAT

Income Tax A.Y 2010-11 21.59 CIT (Appeal)

# Dues to the extent not deposited

* Refund receivable from the Department

(c) According to the information and explanations given to us, no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

(viii) The Company has accumulated loss of Rs. 294.19 lacs at the end of the financial year and has incurred cash loss to the tune of Rs. 70.06 lacs during the financial year covered by our audit.

(ix) There are no borrowings from financial institution, bank or debenture holders. Therefore, the provisions of the Clause ix of the Order are not applicable to the Company.

(x) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The Company has not taken any term loans from banks or financial institutions.

(xii) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K. S. Aiyar & Co. Chartered Accountants (Firm's Registration No.100186W)

(S. Ghosh) Place: Kolkata Partner Date: May 19, 2015 (Membership No. 050927)


Mar 31, 2014

We have audited the accompanying financial statements of Shriram Asset Management Company 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 flow of the Company in accordance with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 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 misstatements, 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 state- ments. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstate- ment 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reason- ableness 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 Statement of Profit and Loss Account, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 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 agree- ment with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt by this report 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, 2014, and taken on record by the Board of Directors, we report that 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.

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.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in Point No. 1 of the paragraph ''Report on Other Legal and Regulatory Requirements'' of our Report of even date on the Accounts for the year ended March 31, 2014 of Shriram Asset Management Company Limited

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

b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) Certain furniture & fixtures have been disposed off during the year and duly recorded.

2. The Company does not have any inventory. Hence Clause No. 4 (ii) (b) & 4 (ii) (c) of the Order, are not applicable to the Company.

3. a) The Company has not granted loan in the form of Inter-corporate Deposits to any Company covered in the Register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion, the rate of interest and other terms and conditions of the loan given to employees are not prima facie prejudicial to the interest of the Company.

c) The repayment of principal and interest is as per stipulation and there are no overdue amounts.

d) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control proce- dures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system.

5. In our opinion and according to the information and explanations given to us, the contracts to be entered in Register maintained under Section 301 of the Companies Act, 1956, have been so entered. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable with regard to prevailing market rates.

6. The Company has not accepted any deposits from the public to which the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975, apply.

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

8. The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9. (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at March 31, 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 and from the records of the Company, the details of the dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute are given below:

Nature of Dues Year Amount Involved Rs./Lacs # Forum Where Dispute is Pending

Income Tax A.Y. 2006-07 2.80 CIT (Appeal)

Income Tax * A.Y. 2007-08 27.10 ITAT

Income Tax A.Y. 2010-11 21.59 CIT (Appeal)

# Dues to the extent not deposited.

* Refund receivable from the Department.

10. The Company has accumulated loss of Rs. 223.67 lakhs at the end of the financial year and has incurred cash loss to the tune of Rs. 159.52 lakhs during the financial year covered by our audit.

11. There are no borrowings from financial institution, bank or debenture holders. Therefore, the provisions of the Clause (xi) of the Order are not applicable to the Company.

12. Based on our examination of the records and according to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securi- ties.

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 Order, are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has purchased and sold investments on short term basis, which in view of the Company, does not amount to dealing or trading in shares, securities, debentures and other investments, as the same is done with a view to invest surplus funds held by the Company. Accordingly the provisions of Clause 4 (xiv) of the Order, are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. The Company has not taken any term loans from banks or financial institutions.

17. 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 funds raised on short term basis have been used for long term investment.

18. The Company has allotted 300000 (Three Lakhs) 0.01% Redeemable Non Convertible Preference Shares of Rs.100/- each to its Holding cum Sponsor Company (Shriram Credit Company Limited) during the year covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any secured debentures during the financial year. Accordingly, the provisions of Clause (xix) of the Order are not applicable to the Company.

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

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K.S.Aiyar & Co.

Chartered Accountants (Firm Registration No. 100186W)

S. Ghosh

Place: Kolkata Partner

Date : April 28, 2014 (Membership No. 050927)


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Shriram Asset Management Company 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 items.

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 flow of the Company in accordance with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 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 free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our work. We conducted our work 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, 2013;

b) in the case of the Profit and Loss Account, of the loss 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

a. Attention is invited to Note No. 4 and 4.1 regarding a sum of Rs. 227.85 lakhs payable to Rightful Owner on settlement of dispute by an appropriate court/forum. The said amount and interest accrued Rs. 482.08 lakhs (Rs. 349.02 lakhs net of tax) thereon till date has been accounted for in the books of account. Our opinion is not qualified in respect of this matter.

b. Attention is invited to Note No.14 regarding recovery of dues from a broker amounting to Rs. 69.10 lakhs as described therein.

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 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 referred to in sub Section (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.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to in Point No. 1 of the paragraph ''Report on Other Legal and Regulatory Requirements'' of our Report of even date on the Accounts for the year ended March 31, 2013 of Shriram Asset Management Company Limited

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

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No fixed assets have been disposed off during the year.

2. The Company does not have any inventory. Hence Clause No. 4 (ii) (b) & 4 (ii) (c) of the Order, are not applicable to the Company.

3. (a) The Company had made an Inter-Corporate Deposit with one Company covered in the Register maintained under Section 301 of the Companies Act, 1956, during the Financial Year 2011-12. The maximum amount involved is Rs. 6 Crores which has since been redeemed during the year.

(b) In our opinion, the rate of interest and other terms and conditions of the said deposit given are not prima facie prejudicial to the interest of the Company.

(c) The repayment of principal and interest is as stipulated and there are no overdue amounts.

(d) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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 the nature of its business for the purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system.

5. In our opinion and according to the information and explanations given to us, the contracts to be entered in Register maintained under Section 301 of the Companies Act, 1956, have been so entered. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable with regard to prevailing market rates.

6. The Company has not accepted any deposits from the public to which the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 apply.

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

8. The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

9. (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at March 31, 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 and from the records of the Company, the details of the dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute are given below:

Nature of Dues Year Amount Involved Rs./Lacs # Forum Where Dispute is Pending

Income Tax A.Y. 2006- 07 2.80 CIT (Appeal)

Income Tax A.Y. 2007- 08 27.10 ITAT

Income Tax A.Y. 2010- 11 21.59 CIT (Appeal)



# Dues to the extent not deposited.

10. The Company has accumulated loss of Rs. 64.15 lakhs at the end of the financial year and has incurred cash loss to the tune of Rs. 114.95 lakhs during the financial year covered by our audit.

11. There are no borrowings from financial institution, bank or debenture holders. Therefore, the provisions of the Clause (xi) of the Order are not applicable to the Company.

12. Based on our examination of the records and according to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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 Order, are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has purchased and sold investments on short term basis, which in view of the Company, does not amount to dealing or trading in shares, securities, debentures and other investments, as the same is done with a view to invest surplus funds held by the Company. Accordingly the provisions of Clause 4 (xiv) of the Order, are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. The Company has not taken any term loans from banks or financial institutions.

17. 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 funds raised on short term basis have been used for long term investment.

18. The Company has allotted 1,00,000 (One Lac) 0.01% Redeemable Non Convertible Preference Shares of Rs.100/- each to its Sponsor Company (Shriram Transport Finance Company Limited) during the year covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any secured debentures during the financial year. Accordingly, the provisions of Clause (xix) of the Order are not applicable to the Company.

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

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For K. S. Aiyar & Co.

Chartered Accountants (Firm Registration No. 100186W)





S. Ghosh

Place: Mumbai Partner

Date: April 22, 2013 (Membership No. 050927)


Mar 31, 2012

We have audited the attached Balance Sheet of Shriram Asset Management Company Limited, as at 31st March 2012, the Statement of Profit and Loss and Cash Flow for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's 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 misstatement. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003, as amended by (Amendment) Order, 2004 ('the Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to 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 purposes of our audit;

(b) In our opinion, proper books of accounts 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 agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956, to the extent applicable.

(e) On the basis of written representations received from the Directors as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) Attention is invited to Note No. 4 and 4.1 regarding amount of Rs.227.85 lakhs payable to unit holder on settlement of dispute by an appropriate court/forum. The said amount and interest accrued Rs.405.78 lakhs (Rs. 272.72 lakhs net of tax) thereon till date has been accounted for in the books of account, out of which, Rs.335.11 lakhs (Rs. 223.89 lakhs net of tax) pertains to prior period 31st March 2011.

(g) Attention is invited to Note No.14 regarding recovery of dues from a broker.

(h) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with all the notes thereon give the information 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, 2012, and;

(ii) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date.

(iii) In the case of the Cash Flow statement of the Cash Flows for the year ended on that date.

Referred to in paragraph 1 of our Report of even date on the Accounts for the year ended 31st March, 2012 of Shriram Asset Management Company Limited.

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

b A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c No fixed assets have been disposed off during the year.

ii The Company does not have any inventory. Hence Clause No. 4 (ii)(b)& 4 (ii)(c) of the Order, are not applicable to the Company.

iii a The Company has granted loan in the form of Inter-corporate Deposits to one Company covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved is Rs. 6 crores and the balance at the year end is Rs.6 crores.

b In our opinion, the rate of interest and other terms and conditions of the loan given are not prima facie prejudicial to the interest of the Company.

c The repayment of principal and interest is as stipulated and there are no overdue amounts.

d The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system.

v In our opinion and according to the information and explanations given to us, the contracts to be entered in Register maintained under Section 301 of the Companies Act, 1956 have been so entered. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable with regard to prevailing market rates.

vi In our opinion and according to the information and explanations given to us, the Company has not taken any deposits from the public under the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public. No order has been passed by the Company Law Board or National Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

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

viii The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

ix (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues applicable to it. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and from the records of the Company, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess which have not been deposited on account of any dispute.

x The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediate preceding financial year.

xi There are no borrowings from financial institution, bank or debenture holders. Therefore, the provisions of the Clause (xi) of the Order are not applicable to the Company.

xii Based on our examination of the records and according to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii 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 Order, are not applicable to the Company.

xiv In our opinion and according to the information and explanations given to us, the Company has purchased and sold investments on short term basis, which in view of the Company, does not amount to dealing or trading in shares, securities, debentures and other investments, as the same is done with a view to invest surplus funds held by the Company. Accordingly the provisions of Clause 4 (xiv) of the Order, are not applicable to the Company.

xv According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi The Company has not taken any term loans from banks or financial institutions.

xvii 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 funds raised on short term basis have been used for long term investment.

xviii The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix The Company has not issued any secured debentures during the financial year. Accordingly, the provisions of Clause (xix) of the Order are not applicable to the Company.

xx The Company has not raised any money by public issues during the year.

xxi According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K. S. AIYAR & CO.

Chartered Accountants

Firm Registration No. 100186W.

Place: Mumbai Satish Kelkar

Date: May 3, 2012. Partner

Membership No.38934.

 
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