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Auditor Report of Satin Creditcare Network Ltd.

Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIALSTATEMENTS

Opinion

We have audited the accompanying standalone financial statements of Satin Creditcare Network Limited (the "Company"), which comprise the Balance Sheet as at March 31,2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").

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 Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2022 and its profit & other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We

are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. 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. Emphasis of Matter

We draw attention to Note No. 53 to the accompanying Statement, which describes significant uncertainties due to the outbreak of COVID-19 pandemic. The impact of the pandemic on the operations of the Company and its financial position as at March 31,2022 including the measurement of expected credit losses on the loan assets are significantly dependent on uncertain future economic conditions. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key Audit Matter

Auditor''s Response

use of information processing system for accounting and financial reporting

The Company is operating in Financial Services Sector, where in due to large volume processing, accounting & reporting of financial information is reliant on information processing systems and IT backed internal controls. The controls implemented by the Company in its IT environment determine the integrity, accuracy, completeness and validity of data that is processed by the applications and is ultimately used for financial reporting. Since our audit strategy included focus on entity’s information processing systems relevant to our audit due to their pervasive

Audit Procedures

Our key audit procedures on this matter included, but were not limited,

to the following:

(a) obtained an understanding of the Company’s information processing systems, IT General Controls and automated IT controls for applications, databases and operating systems relevant to our audit;

(b) Performance of the following procedures:

(i) tested the IT General Controls around user access management, system change management, and IT operational controls along with segregation of duties around program maintenance, security administration and over key financial accounting and reporting processes;

Key Audit Matter

Auditor''s Response

impact on the standalone financial statements, we have

(ii) tested the design and operating effectiveness of the

determined the use of information processing system

Company’s periodic review of access rights. We also

for accounting and financial reporting as a key audit

tested requests of changes to systems for approval and

matter for the current year audit.

authorization; and

(iii) tested the automated controls like interfaces and information generated by the entity’s information processing systems for loans, interest income and other significant financial statement items.

(iv) In addition to the above, we tested the design and operating effectiveness of certain automated controls that were considered as key internal controls over financial reporting

(c) obtained written representations from management and those charged with governance on whether IT general controls and automated IT controls are designed and were operating effectively during the period covered by our audit.

Impairment of Financial Assets as at Balance

Audit Procedures

Sheet date (Expected Credit losses on loans) and

Our audit focused on assessing the appropriateness of management’s

implementation of COVID-19 relief measures

judgment and estimates used in the impairment analysis through the

[Refer Note No. 3(k) for the accounting policy and Note

following procedures, but were not limited to the following procedures:

No. 43 for the related disclosures]

a) performed a walkthrough of the impairment loss allowance

As at March 31,2022, the Company has financial assets

process and assessed the design effectiveness of controls;

(loans) amounting to INR 4,89,739.76 lakh including loans which are carried at fair value through other comprehensive income amounting to INR 3,88,533.16

b) Read and assessed the Company’s accounting policies for impairment of financial assets and their compliance with Ind AS

lakh. As per Ind AS 109 - Financial Instruments, the

109 and the governance framework approved by the Board of

Company is required to recognize loss allowance for

Directors pursuant to guidelines issued by Reserve Bank of India

expected credit losses (ECL) on financial assets.

and relief announced by the State Govt. of Assam

ECL involves an estimation of probability weighted loss

c) obtained an understanding of the model adopted by the Company

on financial instruments over their life, considering

including key inputs, assumptions and management overlays

reasonable and supportable information about past

for calculation of expected credit losses including the impact of

events, current conditions, and forecasts of future

COVID 19 on the assumptions and how management calculated

economic conditions which could impact the credit

the expected credit losses and the appropriateness of data on

quality of the Company’s loans and advances.

which the calculation is based;

ECL is calculated using the percentage of probability of

d) Obtained the reports of the expert appointed by the management

default (PD), loss given default (LGD) and exposure at

and assessed the expert’s professional competence,

default (EAD) for each of the stages of loan portfolio.

independence and objectivity in developing the ECL model;

ECL is measured at 12-month ECL for Stage 1 loan assets

e) obtained the policy on Restructuring of loan under resolution

and at lifetime ECL for Stage 2 and Stage 3 loan assets.

framework duly approved by the Board of Directors pursuant to

Significant management judgment and assumptions

the RBI circulars and ensured that such policy is in compliant

involved in measuring ECL is required with respect to:

with the requirements of the RBI circular;

• determining the criteria for a significant increase in

f) evaluated the appropriateness of the Company’s determination

credit risk (SICR)

of significant increase in credit risk in accordance with the

• factoring in future economic assumptions

applicable Ind AS considering the impact of COVID-19 and the

• techniques used to determine probability of

basis for classification of various exposures into various stages;

default, loss given default and exposure at default.

g) as modeling assumptions and parameters are based on

These parameters are derived from the Company’s

historical data, we assessed whether historical experience was

internally developed statistical models with the help

representative of current circumstances and was relevant in view

of experts appointment by the management and other historical data.

of the recent impairment losses incurred within the portfolios;

Key Audit Matter

Auditor''s Response

COVID-19

Assessed the criteria for staging of loans based on their past due

In continuation of various relief measures announced

status to check compliance with requirement of Ind AS 109. Tested

by RBI in earlier years for the borrowers, during the

a sample of performing (stage 1) loans to assess whether any SICR

year, the Company has implemented the RBI circular on

or loss indicators were present requiring them to be classified under

"Asset Classification and Income Recognition following

higher stages

the expiry of Covid-19 regulatory package" dated

h)

tested the design and operating effectiveness of the key

April 7, 2021 besides considering the Relief package

controls over completeness and accuracy of the key inputs

announced by State Govt. of Assam and restructuring of

and assumptions considered for calculation, recording and

loans of borrowers under resolution framework 2.0 and

monitoring of the impairment loss recognized;

have been collectively considered by the management

in identification, classification and provisioning of loan

i)

tested the accuracy of inputs through substantive procedures

assets for impairment..

and assessed the reasonableness of the assumptions used;

The basis of estimates and assumptions involved in

j)

developed a point estimate by making reference to the expected

arriving at the provisions during the year were monitored

credit losses recognized by entities that carry comparable

by the Company periodically and significantly depend on

financial assets;

future developments in the economy due to COVID-19

k)

tested the arithmetical calculation of the expected credit losses;

including any new relief measures’ announcements

by the RBI or by any State/Centre Govt. Considering

l)

assessed the appropriateness and adequacy of the related

the significance of the above matter to the standalone

presentation and disclosures in the accompanying financial

financial statements and since the matter required our

statements in accordance with the applicable Ind As and related

significant attention to test the calculation of expected

RBI circulars and Resolution Framework; and

credit losses, we have identified this as a key audit

m)

obtained written representations from management and those

matter for current year audit.

charged with governance whether they believe significant

We also draw attention to Note No. 53 of the

assumptions used in calculation of expected credit losses are

accompanying standalone financial statements,

reasonable.

regarding uncertainties involved due to outbreak of

COVID-19 pandemic with respect to the measurement

of expected credit loss on such loan assets which

are significantly dependent on uncertain future

developments as the same is fundamental to the

understanding of the users of financial statements.


INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon. The other information is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read the other information identified above, if we

conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing

so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 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 with reference to the financial statements 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 with reference to the financial statements.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us,

the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. h) 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, as amended, 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 position in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. a. The Management has represented that,

to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company

shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; c. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.

v. The final dividend declared and paid on Cumulative, Non-Participative, NonConvertible, Compulsorily Redeemable Preference Shares by the Company during the year and until the date of this report is in compliance with Section 123 of the Act (Refer Note No. 35 to the standalone financial statements).

For S S Kothari Mehta & Company

Chartered Accountants Firm’s Registration No.: 000756N

Naveen Aggarwal

Partner

(Membership No.094380) UDIN: 22094380AJQMSG6758 Place: New Delhi Date: May 04, 2022



Mar 31, 2019

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of Satin Creditcare Network Limited (‘the Company''), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.

2. I n 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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs (financial position) of the Company as at March 31, 2019, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Carrying Value of investment in subsidiary

[Refer Note 3(l) for the accounting policy and Note 9 for the related disclosures]

The Company has investments in equity shares of its subsidiaries amounting to Rs. 1 5,760.24 Lakhs. Such investments in subsidiaries are accounted for at cost in accordance with Ind AS 27, Separate Financial Statements. The management makes an assessment of fair value of the investment(s) when impairment indicators exists by comparing the fair value and carrying value of such investment(s).

As at March 31, 2019, an impairment indicator existed for one the investments made in the equity shares of a subsidiary, namely, Taraashna Services Limited. The equity shares of the subsidiary are not listed on a stock exchange. Therefore, value of the investment is determined based on discounted cash flows method. The use of discounted cash flow valuation method requires exercise of judgement in selection of significant assumptions, including

The key audit procedures we performed in relation to

this matters were as follows:

(a) Obtained an understanding of management''s processes and controls for determining the fair value of the investment. The understanding was obtained by performance of walkthrough which included inspection of documents produced by the Company and discussion with those involved in the process of valuation.

(b) Tested the key controls over calculation of fair value of investments for operating effectiveness.

(c) Challenged the judgements exercised by the management in selection of significant

Key audit matter

How our audit addressed the key audit matter

growth rates used, the future expected free cash flows and the weighted average cost of capital. The inputs used in valuation may have a material effect on the value determined and consequently may have a material effect on the carrying value of investments at the reporting date.

Accordingly, assessment of impairment losses to be recognised, if any, on the carrying value of investment made in the subsidiary has been considered as be a key audit matter for current year audit.

assumptions such as growth rates, future expected free cash flows and the weighted average cost of capital based on our knowledge of the business and industry. We also proved the arithmetical accuracy of the calculations carried out by the management.

(d) Involved an auditor''s expert to assess the appropriateness of the valuation methodology used for calculation of the fair value.

(e) Performed sensitivity analysis on management''s calculated fair value by changing the significant assumptions used in the fair valuation.

(f)

Assessed the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the applicable accounting standards.

(g)

Obtained written representations from management and those charged with governance whether they believe significant assumptions used valuation of the investments in the subsidiaries are reasonable.

expected Credit Losses on loans

[Refer Note 3(j) for the accounting policy and Note 43 for the related disclosures]

As at March 31, 2019, the Company has financial assets (loans) amounting to Rs. 446,008.58 Lakhs including loans which are carried at fair value through other comprehensive income amounting to Rs. 370,973.92 Lakhs. As per Ind AS 109- Financial Instruments, the Company is required to recognise allowance for expected credit losses on financial assets.

Since this was the first year for the preparation and presentation of the standalone financial statements under Ind-AS framework, the management had to estimate the provision for expected credit losses for the loans outstanding as at April 1, 2017 (the opening balance sheet date), as at March 31, 2018 (the comparative balance sheet date). Expected credit loss cannot be measured precisely, but can only be estimated through use of statistics. The calculation of expected credit losses is complex and requires exercise of judgement around both the timing of recognition of impairment provisions and estimation of the amount of provisions required in relation to loss events.

The management has recognised a provision reversal of Rs. 9,689.45 Lakhs in the Statement of Profit and Loss for the year ended March 31, 2019.

Our audit procedures in relation to expected credit losses were focused on obtaining sufficient appropriate audit evidence as to whether the expected credit losses recognised in the standalone financial statements were reasonable and the related disclosures in the standalone financial statements made by the management were adequate. These procedures included, but not limited, to the following:

(a) obtaining an understanding of the model adopted by the Company for calculation of expected credit losses including how management calculated the expected credit losses and the appropriateness data on which the calculation is based;

(b) testing the operating effectiveness of the key controls over calculation of the expected credit losses;

(c) testing the accuracy of inputs through substantive procedures and assessing the reasonableness of the assumptions used;

(d) developing a point estimate by making reference to the expected credit losses recognised by entities that carry comparable financial assets;

Key audit matter

How our audit addressed the key audit matter

Considering the significance of the above matter to the standalone financial statements and since the matter required our significant attention to test the calculation of expected credit losses, we have identified this as a key audit matter for current year audit.

(e) testing the arithmetical calculation of the expected credit losses;

(f) verifying the adequacy of the related disclosures; and

(g) obtaining written representations from management and those charged with governance whether they believe significant assumptions used in calculation of expected credit losses are reasonable.

Adoption of indian Accounting Standards Framework

[Refer Note 3 for the accounting policy and Note 56 for the related disclosures]

The standalone financial statements for the year ended March 31, 2019 are the first financial statements prepared in accordance with Indian Accounting Standards (''Ind AS'') as notified by the Ministry of Corporate Affairs (''MCA'') under Section 133 of the Act.

Our key audit procedures in respect of the first time adoption of Ind-AS framework included, but were not limited to, the following:

The Company has applied Ind AS 101, First-time Adoption of Indian Accounting Standards. Note 56 in the standalone financial statements sets forth the reconciliation of balances from previous GAAP to the new Ind AS framework as at the transition date and the impact of restatement on the financial position of the comparative year due to such transition. Refer to Note 3 for significant accounting policies selected by the Company on transition to the Ind-AS.

This change in the financial reporting framework required an end-to-end evaluation of the potential impact on each item included in the standalone financial statements including presentation thereof, additional notes and disclosures. This evaluation required significant audit efforts.

(a)

(b)

(c)

(d)

obtaining an understanding of management''s processes and controls to identify the potential impact areas in the financial statements due to the adoption of Ind AS;

reviewing the implementation of exemptions availed and options chosen by the Company in accordance with the Ind AS 101;

assessing the appropriateness of the adjustments made to the opening balance sheet as at April 1, 2017;

assessing the appropriateness of the adjustments recorded in the standalone financial statements as of and for the year-ended March 31, 2018 which were prepared in the previous GAAP;

Considering the significance of the matter in the current year to the standalone financial statements and the audit efforts required, this matter has been identified as a key audit matter for the current year audit.

(e)

evaluating the appropriateness of accounting policies selected by the Company on transition to Ind AS on the basis of our understanding of the Company, the nature and size of its operations and the requirements of the relevant accounting standards under the Ind AS framework;

(f)

evaluating the adequacy and appropriateness of the standalone financial statements disclosures arising on adoption of the Ind AS to determine if these are in compliance with the requirements of the Ind AS; and

(g)

obtaining written representations from management and those charged with governance on whether the financial statements comply with the Ind AS in all respects.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. I n preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

(d) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTERS

15. The comparative financial information for the transition date opening balance sheet as at April 1, 2017 prepared in accordance with Ind AS included in these standalone financial statements, is based on the previously issued statutory financial statements for the year ended March 31, 2017 prepared in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). The standalone financial statements for the year ended March 31, 2017 were audited by the predecessor auditor whose audit report dated May 26, 201 7 expressed an unmodified opinion on those standalone financial statements. The standalone financial statements for the year ended March 31, 2017 have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS. We have audited these adjustments made by the management. Our opinion is not modified in respect of this matter.

16. Further, the Company had prepared a separate set of standalone financial statements for the year ended March 31, 2018 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued our audit report dated May 30, 2018. These standalone financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS. We have audited these adjustments made by the management. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

18. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

19. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:

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

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the standalone financial statements dealt with by this report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act;

(e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164(2) of the Act;

(f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on March 31,2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated May 8, 2019 as per Annexure B expressed unmodified opinion; 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

(i) the Company, as detailed in Note 51 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2019;

(ii) t he Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2019;

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2019; and

(iv) the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from November 8, 2016 to December 30, 201 6. Therefore, these disclosures are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

ANNEXUREA

Annexure A to the independent Auditor''s Report of even date to the members of Satin Creditcare Network Limited, on the standalone financial statements for the year ended 31 March 2019

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties (which are included under the head ''Property, plant and equipment'') are held in the name of the Company except for the following properties which were transferred as a result of amalgamation of companies as stated in note 13 to the standalone financial statements wherein the tittle deeds are in the name of the erstwhile company:

Nature of property

Total number of cases

Whether leasehold / freehold

Gross block as on March 31, 2019 (Rs. in Lakhs)

Net block on March 31, 2019 (Rs. in Lakhs)

Remarks

Building

1

Freehold

292.00

164.65

The said property is in name of Satin Intellicomm Limited, an erstwhile company merged with the Company

ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

iii) The Company has granted secured and unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company''s interest.

b) the schedule of repayment of principal and payment of interest has been stipulated and the repayment / receipts of the principal amount and the interest are regular;

c) there is no overdue amount in respect of loans granted to such companies.

iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments and loans. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of guarantees and security.

v) I n our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

vii) a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

b) The dues outstanding in respect of income-tax on account of dispute, are as follows:

Statement of Disputed Dues

Name of the statute

Nature of dues

Amount (Rs. in Lakhs)

Amount paid under protest (Rs. in Lakhs)

period to which the amount relates

Forum where dispute is pending

Income-tax Act, 1961

Income-tax

118.12

Nil

Assessment year 2017-18

Additional Commissioner Income-tax

viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or debenture holders during the year. The Company did not have any outstanding loans or borrowings payable to government during the year.

ix) During the year financial year ended March 31, 2019, the Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit except for few instances of misappropriation of cash collected from customers and other forms of embezzlement of cash by the employees involving amounts aggregating Rs. 290.44 Lakhs. The Company has terminated the services of such employees and also initiated legal action against such employees. The Company has recovered Rs. 32.45 Lakhs from some employees.

xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the standalone financial statements etc., as required by the applicable Ind AS.

xiv) During the year, the Company has not issued any preferential allotment or private placement of shares or fully or partly convertible debentures.

xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

xvi) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and such registration has been obtained by the Company.

ANNEXUREB

Annexure B to the independent Auditor''s Report of even date to the members of Satin Creditcare network Limited on the standalone financial statements for the year ended 31 March 2019

Independent Auditor’s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the standalone financial statements of Satin Creditcare Network Limited (''the Company'') as at and for the year ended 31 March 2019, we have audited the internal financial controls over financial reporting (''IFCoFR'') of the Company as at that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (''the Guidance Note'') issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company''s business, including adherence to the Company''s policies, 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 Act.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. 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 IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company''s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company''s IFCoFR include 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 standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company''s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, 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, projections of any evaluation of the IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2019, based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLp

Chartered Accountants

Firm''s Registration No.: 001 076N/N50001 3

Lalit Kumar

Partner

Membership No.: 095256

Place: Noida

Date: May 8, 2019


Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Satin Creditcare Network Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. 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 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 prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. 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.

5. 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 these standalone financial statements are free from material misstatement.

6. 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 controls relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. 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 31 March 2018, and its profit and its cash flows for the year ended on that date.

Other matter

9. The audit of standalone financial statements for the year ended 31 March 2017 included in the statements were carried out and reported by A.K. Gangaher & Co., Chartered Accountants vide their unmodified audit report dated 26 May 2017 whose audit report have been furnished to us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure A, as required by Section 143(3) ofthe Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 30 May 2018 as per Annexure B expressed unmodified opinion; 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 (as amended), 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 litigation which would impact its financial position;

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; and

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure A to the Independent Auditor’s Report of even date to the members of Satin Creditcare Network Limited, on the standalone financial statements for the year ended 31 March 2018

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties (which are included under the head ‘fixed assets’) are held in the name of the Company except for the following properties which were transferred to the Company as a result of amalgamation of companies as stated in note 12 to the standalone financial statements wherein the tittle deeds are in the name of the erstwhile company:

Nature of property

Total number of cases

Gross block as on 31 March 2018

Net block on 31 March 2018

Remarks

Building

1

29,200,000

17,304,430

The said property is in name of Satin Intellicomm Limited, an erstwhile Company merged with the Company.

ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

iv) In our opinion, the Company has complied with the provisions of Section 186 in respect of investments. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of loans, guarantees and security.

v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company’s services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

vii) a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

b) There are no dues in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax that have not been deposited with the appropriate authorities on account of any dispute.

viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or any dues to debenture-holders during the year. The Company has no loans or borrowings payable to government.

ix) In our opinion, the Company has applied moneys raised by way of the term loans for the purposes for which these were raised. The Company did not raise moneys by way of initial public offer/ further public offer (including debt instruments) during the year.

x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit except for few instances of misappropriation of cash collected from customers and other forms of embezzlement of cash by the employees involving amounts aggregating Rs. 9,400,264. The Company has terminated the services of such employees and also initiated legal action against such employees. The Company has recovered Rs. 2,586,147 from some employees.

xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

xiv) During the year, the Company has made preferential allotment / private placement of equity and preference share. In our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, in our opinion, the amounts so raised have been used for the purposes for which the funds were raised. During the year, the Company did not make preferential allotment/ private placement of fully/ partly convertible debentures.

xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

xvi) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and such registration has been obtained by the Company.

Annexure B to the Independent Auditor’s Report of even date to the members of Satin Creditcare Network Limited on the standalone financial statements for the year ended 31 March 2018

Annexure B Independent Auditor’s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the standalone financial statements of Satin Creditcare Network Limited (‘the Company’) as at and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (‘IFCoFR’) of the Company as at that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on IFCoFR criteria. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company’s business, including adherence to the Company’s policies, 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 Act.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Company’s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI’) and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note’) issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. 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 IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company’s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s IFCoFR include 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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

7. Because of the inherent limitations of IFCoFR, 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, projections of any evaluation of the IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2018, based on IFCoFR criteria.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

per Lalit Kumar

Partner

Membership No.: 095256

Place: Noida

Date: 30 May 2018


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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