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Auditor Report of Shalibhadra Finance Ltd.

Mar 31, 2023

SHALIBHADRA FINANCE LIMITED

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS Financial statements of SHALIBHADRA FINANCE LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information (herein after referred to as “Ind AS Financial Statements”).

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 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 u/s 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 31st March, 2023, the Profits and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Ind AS 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 together with the ethical requirements that are relevant to our audit of the Ind AS Financial Statements under the provision of the Companies Act, 2013 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 on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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:

Key Audit Matter

How the matter was addressed in our report

Revenue Recognition:

Income/ Interest from vehicle loan are accounted for on an accrual basis and are recognized so as to produce a constant periodic return on the amount financed.

We have verified the income / interest on the loans sanctioned on a quarterly basis and it is accounted regularly on mercantile basis

Sanctioning of Loans:

The Company is mainly in the business of Auto finance to Customers for personal use, wherein grant of loan is based on personal evaluation of the borrower by the management and security given by hypothecation of the vehicle with RTO registration authority.

Bank Finance is availed on the stock in trade of receivables from the Customers in regular course of business

We have checked the control system of authorization, sanction of loans, the security offered to the Company and down payment made by the Customer.

There is no excess amount availed from the banks against eligible stock in trade.

Information Other than the Financial Statements and Auditors Report thereon

The Company’s Board of Directors is responsible for the other information. The Other information comprises the information included in the Directors Report Management discussion & Analysis and Business responsibility report, but does not include the financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the financial statements or our knowledge obtained during the course of 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.

Management''s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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.

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

Auditor''s Responsibility

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 management.

• Conclude on the appropriateness of managements 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 auditors report to the related disclosures in the 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 auditors 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 financial statements, including the disclosures, and whether the 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 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 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 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 of India in terms of Section 143 (11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of changes in Equity dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with the relevant rule issued thereunder

e) On the basis of written representations received from the directors as on 31 March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2023, 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 Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

According to the information and explanation given to us, the company has paid remuneration to its directors during the year within the provision of section 197(16) 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) Rule, 2014, as amended, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company does not have any pending litigations which shall impact its financial positions.

ii. The Company does not have any long terms contracts for which provisions are required to be made.

iii. The Company is not liable to transfer any amount to the Investor Education and Protection Fund.

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 paid by the company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in Notes to financial statements, the Board of Directors of Company have proposed final dividend for the year which is subject to the approval of the members at ensuring Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial period ended March 31,2023.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.: 111612W)

MAYUR A. VORA PARTNER

(Membership No. 030097)

UDIN: 23030097BGWXME8375 PLACE: MUMBAI DATED: May 30, 2023


Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of SHALIBHADRA FINANCE LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2018, 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.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2018;

b) in the case of the Statement of Profit and Loss Account, of the PROFIT for the year ended on that date; and

c) in the case of cash flow statement, of the cash flow of the company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“The Order”) issued by the Government of India in terms of sub section (11) of Section 143 of the Companies Act, 2013, we give in the 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, 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 appears from our examination of those books.

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

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

e) On the basis of written representations received from the directors as on 31 March, 2018, 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) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operative effectiveness of such controls, refer to our separate report in Annexure B to this report.

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) Rule, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company has disclosed the impact of pending litigations on its financial positions in its financial statements.

ii. The Company does not have any long term contracts for which provisions are required to be made.

iii. The Company is not liable to transfer any amount to the Investor Education and Protection Fund.

Annexure A to the Auditors'' Report

The Annexure referred to in Independent Auditor’s Report to the members of the Company on the financial statements for the year ended 31st March 2018, we report that:

(i) In respect of its Fixed Assets

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

2. As explained to us and according to the practice generally followed by the Company, all the fixed assets have been verified in a periodical manner by the management during the year and no material discrepancies were noticed on such physical verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on physical verification.

3. According to the information and explanation given to us, the title deeds of immovable properties are held in the name of the Company.

(ii) In respect of inventories

The Company does not have inventory as on year end. Hence, the clause is not applicable to the Company.

(iii) In respect of loans granted, secured or unsecured, by the Company to any of the parties covered in the register maintained u/s 189 of the Companies Act, 2013;

The Company has not granted any loans secured or unsecured to Companies, Firm or parties covered in the Register maintained u/s 189 of the Act, and hence this clause 3(iii) (a),(b) and (c) or the Order are not applicable to the Company.

(iv) In respect of loans, investments, guarantees and securities, the provisions of section 185 and 186 of the Companies Act, 2013 have been complied, as applicable.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 to Section 76 of the Companies Act 2013.

(vi) The Central Government of India has not prescribed the maintenance of cost records under Section 148 (1) of the Companies Act, 2013, in respect of activities carried on by the Company.

(vii) In respect to statutory dues

(a) According to the records of the Company, the undisputed statutory dues under Income tax, Goods & Service Tax and other Statutory Dues as applicable to it have been generally regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there were no dues of Income Tax, Goods & Service Tax and other Statutory Dues as applicable to it, which have not been deposited with the appropriate authorities on account of any dispute.

(viii) According to the information and explanation given to us, The Company has not defaulted in repayment of loan from any bank or financial institution during the year under review.

(ix) In our opinion and according to the information and explanations given to us the Company, the Company has not raised any funds by way of Initial Public Offer or obtained term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

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

(xi) The Company has not paid any managerial remuneration during the year under review, therefore, the clause 3 (xi) of the Order for payment of managerial remuneration in accordance Section 197 of the Companies Act, 2013 is not applicable to the Company.

(xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, the transactions with related parties are in compliance with section 177 and section 188 of the Act, as applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standard.

(xiv) The Company has not made any preferential allotment of shares or Debentures during the year. Therefore, the provisions of clause 3 (xiv) of “the Order” are not applicable to the Company.

(xv) According to the information and explanations given to us, there are no non cash transactions with Directors or any persons connected with them during the year under review.

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

Annexure B to the Auditors'' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of SHALIBHADRA FINANCE LIMITED (“the Company”) as of March 31, 2018 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’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 issued by the Institute of Chartered Accountants of India. 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 its business, including adherence to 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 Companies Act, 2013.

Auditors’ 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) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. 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 procedures 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 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.

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 control over financial reporting 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 internal financial control 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 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

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, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on theinternal 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 issued by the Institute of Chartered Accountants of India.

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

BHAKTI M. VORA

PARTNER

(Membership No.: 148837)

PLACE: MUMBAI

DATED: 30th May, 2018


Mar 31, 2016

To the Members of Shalibhadra Finance Limited

Report on Financial statements

1. We have audited the accompanying financial statements of Shalibhadra Finance Limited, (‘the Company’), which comprise the Balance Sheet as at 31sl March, 2016, the Statement of Profit and Loss for the year then ended, the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the 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 accounting records, relevant to the preparation and presentation of 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 financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

4. 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.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

6. The Company has not provided for leave encashment and other retirement benefits. This constitutes departure from the accounting standards referred to in section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. The impact of such non provision, if any, on the financial statements, is not readily ascertainable.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, except for the effect, if any, of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2016;

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

c. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date Report on other legal and regulatory requirements

8. 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 ‘B’, statement on the matters specified in paragraphs 3 and 4 of the said Order.

9. 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 beliefs were necessary for the purpose of our audit.

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

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statements dealt with by this Report are in agreement with the books of accounts.

d. In our opinion, except for the comments in Basis for Qualified Opinion paragraph above, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

e. On the basis of written representation received from the directors as on 315t March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as at 31s1 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 A”; 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 information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of the pending litigations on its financial position in its financial statements.

ii. There are no long term contracts, including derivative contracts. Hence the question of provision of for any losses on the same does not arise.

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Shalibhadra Finance Limited (“the Company”) as of 31 March 2016 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’s management 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 issued by the Institute of Chartered Accountants of India (TCAT). 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 its business, including adherence to 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 Companies Act, 2013.

Auditors’ 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 deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 procedures 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 internal control based on the assessed risk. 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.

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 control over financial reporting 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 internal financial control 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, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31s1 March 2016, 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 issued by the Institute of Chartered Accountants of India.

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

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

[b] Fixed assets have been physically verified by the management and the company has regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancy was noticed on such verification.

[c] According to the information and explanations given to us and the records examined by us, we report that, the title deeds, comprising all the immovable properties of land and building, are held in the name of the Company as at the balance sheet date.

ii) The Company does not hold any physical inventories. Accordingly, paragraph 3(ii) of the Order is not applicable to the Company.

iii) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties covered in the Register maintained under section 189 of the Act, and hence this clause, along with sub clauses (a) and (b) of the Order, are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans or made any investments in accordance with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v) The Company has not accepted deposits and hence the question of contravention of provisions of sections 73 to 76 of the Act, or any other relevant provisions of the Act and the Rules framed there under does not arise.

vi) According to the information and explanations given to us, the Government has not prescribed maintenance of cost records under section 148 (1) of the Act, for any of the goods sold by the Company.

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

records of the Company, the Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues with the appropriate authorities. As explained to us, the Company did not have any dues on account of wealth tax.

According to the information and explanations given to us, no undisputed amounts in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable

[b] According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, or duty of customs or duty of excise which have not been deposited on account of any dispute.

viii) According to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) The company has not provided any Managerial Remuneration for the said financial year. Accordingly, paragraph 3(xi) of the order is not applicable.

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

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The company is registered under section 45-IA of the Reserve Bank of India Act, 1934.

For K S Sanghvi and Co

Chartered Accountants

Firm’s Registration No.116714W

Hitendra A. Doshi

Partner

Membership No.: 040201

Place: Mumbai

Date: 30th May, 2016.


Mar 31, 2015

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

Management's responsibility for the financial statements

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 and presentation 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 specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the 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 accounting records, relevant to the preparation and presentation of 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 financial statement'; based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

4. 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.

5. An audit involved performing procedures to obtain audit evidence about the amounts and disclosures in financial statements. The procedures selected depend on the auditor's judgment, including the assessment of risks of material misstatements 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 that give a true and fair view in order to design audit that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

6. The Company has not provided for leave encashment and other retirement benefits. This constitutes departure from the accounting standards referred to in section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The impact of such non provision, if any, on the financial statements, is not readily ascertainable.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, except for the remarks in the paragraph above in the Basis for Qualified Opinion, 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;

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31 Mar 2015

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

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

Report on other legal and regulatory requirements

8. As required by the Companies (Auditor's Report) Order, 2015 ('the Order'), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order.

9. 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, except for the remarks in the Basis for Qualified Opinion paragraph above, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books

c. Except for the remarks above in the Basis for Qualified Opinion paragraph, 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 accounts.

d. In our opinion, except for the comments in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representation received from the directors as on 31 Mar 2015 and taken on record by the Board of Directors, none of the directors is disqualified as at 31 Mar 2015, from being appointed as a director in terms of Section 164 (2) of the Act and

f. In our opinion, the company has adequate internal financial control system in place and the operating effectiveness of such control is in place.

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 information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. There are no long term contracts, including derivative contracts. Hence the question of provision of for any losses on the same does not arise.

iii. There has been on delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Armexure to our report of even date

Re: Shalibhadra Finance Limited

(Referred to in Para 8 of our report of even date)

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

[b] Fixed assets have been physically verified by the management and the company has regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancy was noticed on such verification.

ii) [a] The Company does not have inventory and hence this clause, along with sub clauses (b) and (c) of the Order, are not applicable to the Company.

iii) [a] According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties covered in the Register maintained under section 189 of the Act, and hence this clause, along with sub clauses (a) and (b) of the Order, are not applicable to the Company.

iv) According to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business, for purchase of inventory and fixed assets and for sale of goods.

v) The Company has not accepted deposits and hence the question of contravention of provisions of sections 73 to 76 of the Act, or any other relevant provisions of the Act and the Rules framed thereunder does not arise.

vi) According to the information and explanations given to us, the Government has not prescribed maintenance of cost records under section 148 (1) of the Act, for any of the goods sold by the Company.

vii) [a] According to the information and explanations given to us and on the basis of examination of records of the Company, the Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues with the appropriate authorities. As explained to us, the Company did not have any dues on account of wealth tax.

According to the information and explanations given to us, no undisputed amounts in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

[b] According to the information and explanations given to us, there are no amounts which have not been deposited on account of any dispute in case of dues of income tax, sales tax, wealth tax, service tax, duty of customs or duty of excise.

[c] According to the information and explanations given to us, the amount required to be transferred to the Investor Education and Protection Fund has been transferred.

viii) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

ix) According to the information and explanations given to us, the Company has not defaulted on any dues to banks or financial institutions or debenture holders.

x) According to the information and explanations given to us, the Company has not given guarantee for loans taken

by others from banks and financial institutions; the terms and conditions thereof are prima facie, not prejudicial to the interest of the Company.

xi) According to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained

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

for K S Sanghvi & Co Chartered Accountants Firm Registration No. 116714W

Hitendra A Doshi Partner Membership No.: 040201

Place: Mumbai Date: 30th May, 2015.


Mar 31, 2014

1. Wo have audited the accompanying financial statements of Shall hlutdra Finance Limited. ^the Company'), which comprise the Uuhince Sheet as *1 31 Mar 2014. file Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant aecnunting policies and other explanatory information.

Management's responsibility for the financial statements

2. The Management is responsible for the preparation of these financial statements that give a true and lair view of the financial position anil financial performance of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act 1956 ("the Act"") read with the General Circular 15/2013 dined 13 Sep 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act. 2013. 1 his responsibility includes the design, ijnplemenlaiiun and maintenance of internal eonlxu] relevant to the prep ami inn and presentation of the financial statements that give a true and lair view and are free from material misstatement, whether due la fraud or error.

Auditor's responsibility

3. Our responsibility is lu express an opinion on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by die Institute of Chartered Accountants of India. Those Standards require that we comply will) ethical requirements and plan, and perforin die audit to obtain reasonable assurance about whether the financial statements; arc tree from material misstatement.

4. An audit involved performing procedures to obtain audit evidence about the amounts and disclosures in financial statements, The procedures .selected depend on the auditor's judgment, including the assessment of risks of material misstatements of the financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements,

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

Basis for Qualified Opinion

5. The Company has not providedfor have encashment and other retirement benefits. This constitutes departure from the accounting standards referred la in .sub section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 Sep 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013, the impact of such non provision, if airy, on the financial statements, is not readib ascertainable.

Qunlified Opinion

6, In our opinion and to the best of our information and according to the explanations given to its, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the maimer so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. In the ease of the Balance Sheet, of the state of affuiis of the Company aa at 31 Mar 2014

b. In the case of the Statement of Profit and Loss, of the profit fur the year ended on that dale

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

Report ou other legal and regulatory requirements

7. As required by the Companies (Auditor's Report) (Amendment) Order, 2004 ("the Order'), issued by the Central Government of India in terms of sub-roctiun (4A) of section 227 of the Companies Act, 1956, we give In the Anncxure a statement in the matters specified in paragraphs 4 and 5 of the said Order.

8, As required by section 227 (3) of the Act, we report that:

n. We have obtained all the information and explanations which to the best of out knowledge and belief were necessary fur the purpose of out audit, except information on the batik reconciliations af certain hank accounts.

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

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow- Statement dealt with by this report are ttl agreement with the books of accounts.

d- 'Hie Balance Sheet, Statement of Profit and Loss and Caah Flow Statement comply wilh the Accounting Standards referred to in sub - section 3(C) of section 211 of the Companies Act 1956 read with the Genera! Circular 15/2013 dated 13 Sep 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013,

e. On the basis of written representation received from the directors as on 31 Mar 2014 and taken on record by the Board of Directors, none of the dtrcciors is disqualified as at 31 Mar 2014, from being appointed as a director in terms of clause (g) of sub - section (l)of section 274 of the Companies Act, 1956.

Annexure to our report of even date (Refer to paragraph 7 of our report of even date)

Re: Shalihhadrs Finance Limited

(A) Having regard to the nature of the Company's business / activities and results for the year, clauses (xiii) and (xiv) of Companies (Auditor's Report) Order (As amended), 2004 are not applicable.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including the quantitative details and situation of fixed assets.

(b) According to ibe information and explanations given to us, a substantial portion of fixed assets Ms been physically verified by the Management at reasonable interval, which ill our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were observed on such verification.

(c) During the year, the Company has not disposed off a major port of the fixed assets.

(ii) (a) The company does not hove inventories and hence this clause, along with sub clauses (b) and (c| of the Companies (Auditor's Report) order (as amended), 2004 are not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company lias not grunted loans, secured or unsecured, to companies, firms or other parties whose names are required to be entered in the register to be maintainned under section 301 of the Companies Act. 1956, Accordingly, sub-clause (b), (c) and (d) of clause 4(iii) of the Companies (Auditor's Report) Order (as amended), 2004 arc not applicable to the Company

(c) According to the information and explanations given to us the Company bus take unsecured Loans from 11 parries covered in the register required to be maintained under section 301 of the Companies Act, 1956, Ihe total amount of loan accepted during the year is Rs 26.67 lukiis. The balance outstanding at the year end was Fis 1131,75 lakhs

(f) According to the information and explanations given to us, the rate of interest and other terms and conditions of the loan taken by the Company, are. prima facie. mol prejudicial lo die interest of the- Company.

(g) According to the information and explanations given to us, the repayment of interest and principal is regular,

(iv) In our opinion nnd according to the information and explanation given to us, there is an adequate intermit control system commensurate with the sire of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v)(a) According to the information and explanations given to us. there have been no contracts or arrangements that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956

(vi) The Company lias not accepted any deposits from the public.

(vil) the Company does not have tin internal audit system.

(viii) According to the information trod explanation given to us, the cost records under sub clause (d) of clause (1) of section 209 of the Act have not Men prescribed.

(ix) (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, income-tax. sales lax and other material statutory dues applicable to it.

(b) According to ihc information and explanation given to us, no undisputed amounts payable m respect of provident fund, employees' state insurance, saies-ttix and other undisputed statutory dues were outstanding, at the year end, tor a period of mere than six months from the date they became payable, There are outstanding income tax demands aggregating to Rs 09.76 lakhs pertaining to various years, the outcome of which is not known. Hence we are unable tv comment on the impact of the same on the financial statements.

(x) The Company does not have accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year,

(xi) On the basis of verification of records and as per information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

txii) According to the information and explanation given to us and based on the documents and records produced to us, the Company has not granted loans and advances tra the basis of security by way of pledge of shares, debentures and other securities,

(xv) According to the information and explanation given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) There are no term loans.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment,

(xviii) The Company lias not made any preferential allotment of shares to the parties nr companies covered in the register required to be maintained under section 301 of the Companies Act, 1956,

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the Management, we report that tvo fraud on or by the Company has been noticed or reported during the course of our audit.

For K S Sanghvl and Co Chartered Accountants Firm Registration Number 1167 MW

Hitcndra Doshi Partner Membership No:04Q201 Date: 31st May 2014 Place: Mumbai


Mar 31, 2013

1. We have audited the attached Balance Sheet of Shalibhadra Finance Limited as at 31st March, 2013 and Statement of Profit or Loss account for the year ended on that date and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree of material misstatement. An audit includes examining, on a test basis evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals used and significant estimates made by Management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matter specified in Para 4 mid 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

a. We have obtained all the information and explanations necessary for the purpose of our audit except (i) information about the amount of liability in respect of provision for leave encashment and other retirement benefits as prescribed by AS 15 "Employee Benefits " issued by the Institute of Chartered Accountants of India, and (ii) the information on Bank Reconciliation Statement of few bank accounts.

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 the books.

c. The Company has not made provision for leave encashment and other retirement benefits as prescribed by AS 15 "Employee Benefits " issued by the Institute of Chartered Accountants of India. In the absence of the information as regard the amount of the liability, the impact of non- provision on the he profit of the Company for the year ended 31 March 2013 is unascertainable and overstated to the extent of the non provision and the provisions of the Company are understated to the extent of the non provision.

d. Subject to our comment in point (a) and (c) above, Cash basis of accounting followedin FD in our opinion the Balance Sheet and Statement of Profit or Loss complies with the accounting standards referred to in Sub-section (3C) of Section 211 ofthe Companies Act, 1956.

e. On the basis of written representation received from Directors as on 31st March, 2013 and taken on record by the Board of Directors, We report that none ofthe Directors are disqualified as on 31s'' March, 2013 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 ofthe Companies Act 195 6.

a. Subject to paragraphs 4(a) and 4(c) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act 1956, in the manner as required 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 March 31s,,2013.

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

iii. In case of the Cash Flow Statement, of the cash flows for the year ended on that date. Annexure to the Auditor''s Report

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

(b) As explained to us, physical verification of fixed assets as at March 31,2013 was conducted by the management of the company during the year. In our opinion the frequency of physical verification is reasonable. Having regards to the size of the operations of the company and on the basis of explanations received, in our opinion, there were no differences found on physical verification.

(ii) (a) Except for the stocks on hire, the legal ownership of which is to be transferred to the hirers on receipt of the last installment from them, the Company does not have any stocks of inventory. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii)(a) The company has not granted any unsecured loans to companies, firms and other parties as covered in the register maintained under section 301 of the Companies Act, 1956. As a result, this clause along with sub clauses (b), (c) and (d) are not applicable.

(e) There are 24 (Twenty-four) parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the loans have been taken. The year end balance was Rs 7.91 crores.

(a) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions as stipulated on which the company has taken the loans from firms and other parties required to be listed in the register maintained under section 301 of the Companies Act, 1956, are prima facie not prejudicial to the interest of the company.

(b) The Company is regular in repaying the principal amounts as stipulated and has been regular in payment of interest stipulated to the firms and companies or other related parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate

internal control procedure commensurate with the size of the company and nature of its business for purchase of inventories and fixed assets and for sale of services. During the course of our audit no major weakness has been observed in the internal control procedures.

(v) (a) To the best of our knowledge and belief and 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 ofthe Companies Act, 1956 have been so entered.

(b) In our opinion and having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, particulars of contracts or arrangements referred toin Section 301 of the Companies Act,1956 have been entered in the register required to be maintained under that section and the transactions exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58 AA ofthe Companies Act 1956 and the rules framed there under.

(vii) The Company does not have an internal audit system.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central

Government under Section 209( 1 )(d) ofthe Companies Act, 195 6, in respect of activities carried on by the Company.

(ix) (a) According to the information an explanation given to us, the company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under income Tax act and other material statutory dues as applicable to it.

(b) At the end ofthe financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more then six months from the date they become payable.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding Financial Year.

(xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of its dues to any bank or financial institution during the year.

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

(xiii) In our opinion and according to the information and explanation given to us the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) ofthe Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us the, the company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provisions of clause 4(xiv) ofthe Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantee for loans from bank and financial institutions on behalf of others.

(xvi) In our opinion and according to the information and explanation given to us the term loans have been applied for the intended purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long - term investment. No long - term funds have been used to finance short-term assets except permanent working capital.

(xviii) In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) The Company has not raised any funds by the way of debenture issue. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the Company has not raised any money by public issues.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company nor have we been informed by the management of any such instance being noticed or reported during the year.

K S Sanghvi & Co Chartered Accountants

Firm Registration Number: 116714W (Hitendra Doshi)

Partner

(Membership No.:40201)

PLACE: MUMBAI

DATED: 30th May, 2013.


Mar 31, 2012

1. We have audited the attached Balance Sheet of Shalibhadra Finance Limited as at 31st March, 2012 and Statement of Profit or Loss account for the year ended on that date and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company,s Management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree of material misstatement. An audit includes examining, on a test basis evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals used and significant estimates made by Management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor,s Report) Order, 2003, issued by the Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matter specified in Para 4 mid 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

a. We have obtained all the information and explanations necessary for the purpose of our audit except (i) information about the amount of liability in respect ofprovision for gratuity, leave encashment and other retirement benefits as prescribed by AS 15

“Employee Benefits ” issued by the Institute of Chartered Accountants of India, and (it) the information on Bank Reconciliation Statement of few bank accounts.

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 the books.

C. The Company has not made provision for gratuity, leave encashment and other

retirement benefits as prescribed by AS 15 "Employee Benefits ” issued by the Institute of Chartered Accountants of India. In the absence of the information as regard the amount of the liability, the impact of non-provision on the he profit of the Company for the year ended 31 March 2012 is unascertainable and overstated to the extent of the non provision and the provisions of the Company are understated to the extent of the non provision. ~ '

d. Subject to our comment in point (a) and (c) above, in our opinion the Balance Sheet and Statement of Profit or Loss complies with the accounting standards referred to in Sub- section (3C) 9f Section 211 of the Companies Act, 1956.

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

f. Subject to paragraphs 4(a) and 4(c) above, in our opinion and to the best of our

information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act 1956, in the manner as required 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 March 31st, 2012,

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

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

Annexure to the Auditor,s Report

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

(b) As explained to us, physical verification of fixed assets as at March 31, 2012 was conducted by the management of the company during the year. In our opinion the frequency of physical verification is reasonable. Having regards to the size of the operations of the company and on the basis of explanations received, in our opinion, there were no differences found on physical verification.

(ii) (a) Except for the stocks on hire, the legal ownership of which is to be transferred to the hirers on receipt of'the last installment from them, the Company does not have any stocks of inventory. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii)(a) The company has not granted any unsecured loans to companies, firms and other parties as covered in the register maintained under section 301 of the Companies Act, 1956. As a result, this clause along with sub clauses (b), (c) and (d) are not applicable.

(e) There are 24 (Twenty-four) parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the loans have been taken. The year end balance was Rs 7.91 crores.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions as stipulated on which the company has taken the loans from firms and other parties required to be listed in the register maintained under section 301 of the Companies Act, 1956, are prima facie not prejudicial to the interest of the company.

(g) The Company is regular in repaying the principal amounts as stipulated and has been regular in payment of interest stipulated to the firms and companies or other related parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is

adequate internal control procedure commensurate with the size of the company and nature of its business for purchase of inventories and fixed assets and for sale of services. During the course of our audit no major weakness has been observed in the internal control procedures.

(v) (a) To the best of our knowledge and belief and according to tie 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 having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, particulars of contracts or arrangements referred to

in Section 301 of the Companies Act,1956 have been entered in the register required to be maintained under that section and the transactions exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956 and the rules framed there under.

(vii) The Company does not have an internal audit system.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) (a) According to the information an explanation given to us, the company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under income Tax act and other material statutory dues as applicable to it.

(b) At the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more then six months from the date they become payable.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding Financial Year.

(xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of its dues to any bank or financial institution during the year.

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

(xiii) In our opinion and according to the information and explanation given to us the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor,s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us the, the company _ is not dealing in or trading in shares, securities, debentures and other, investment.

Accordingly the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantee for loans from bank and financial institutions on behalf of others.

(xvi) In our opinion and according to the information and explanation given to us the term loans

• have been applied for the intended purpose for which they were obtained. •

(xvii) According to the information and explanations given to us and 011 an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long - term investment. No long - term funds have been used to finance short- term assets except permanent working capital.

(xviii) In our opinion and according to the information and explanations given to us, the Company has not made any' preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) The Company has not raised any funds by the way of debenture issue. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor,s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the Company has not raised any money by public issues.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditiilg practices in India, we have not come across any instance of fraud on or by the Company nor have we been informed by the management of any such instance being noticed or reported during the year.

K S Sanghvi & Co Chartered Accountants Firm Registration Number: 116714W

(Hitendra Doshi) Partner

(Membership No.:40201)

PLACE: MUMBAI

DATED: 28th June, 2012.


Mar 31, 2010

1 We have audited the attached Balance Sheet of Shalibhadra Finance Limited as at 31st March, 2010 and Profit & Loss account for the year ended on that date and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree of material misstatement. An audit includes examining, on a test basis evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals used and significant estimates made by Management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matter specified in Para 4 mid 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

a. We have obtained all the information and explanations necessary for the purpose of our audit except (i) information about the amount of liability in respect of provision for gratuity, leave encashment and other retirement benefits as prescribed by AS 15 "Employee Benefits" issued by the Institute of Chartered Accountants of India, and (ii) the information on Bank Reconciliation Statement of certain bank accounts.

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 the books.

c. The Company has not made provision for gratuity, leave encashment and other retirement benefits as prescribed by AS 15 "Employee Benefits" issued by the Institute of Chartered Accountants of India. In the absence of the information as regard the amount of the liability, the impact of non-provision on the he profit of the Company for the year ended 31 Mar 2010 is unascertainable and overstated to the extent of the non provision and the provisions of the Company are understated to the extent of the non provision.

d. Subject to our comment in point (c) above, in our opinion the Balance Sheet and Profit & Loss complies with the accounting standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of written representation received from Directors as on 31st March, 2010 and taken on record by the Board of Directors. We report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

f. Subject to paragraphs 4(a), 4(b) and 4(c) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act 1956, in the manner as required 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 March 31st, 2010.

ii. In the case of the Profit & Loss account, of the profit of the Company for the year ended on that date.

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

Annexure to the Auditors Report

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

(b) As explained to us, physical verification of fixed assets as at March 31, 2010 was conducted by the management of the company during the year. In our opinion the frequency of physical verification is reasonable. Having regards to the size of the operations of the company and on the basis of explanations received, in our opinion, there were no differences found on physical verification.

(ii) (a) Except for the stocks on hire, the legal ownership of which is to be transferred to the hirers on receipt of the last installment from them, the Company does not have any stocks of inventory. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) The company has not granted any unsecured loans to companies, firms and other parties as covered in the register maintained under section 301 of the Companies Act, 1956. As a result, this clause alongwith sub clauses (b), (c) and (d) are not applicable.

e. There are 16 (sixteen) parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the loans have been taken. The year end balance was Rs 7.91 crores.

f. In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions as stipulated on which the company has taken the loans from firms and other parties required to be listed in the register maintained under section 301 of the Companies Act, 1956, are prima facie not prejudicial to the interest of the company.

g. The Company is regular in repaying the principal amounts as stipulated and has been regular in payment of interest stipulated to the firms and companies or other related parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and nature of its business for purchase of inventories and fixed assets and for sale of services. During the course of our audit no major weakness has been observed in the internal control procedures.

(v) (a) To the best of our knowledge and belief and 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 having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section and the transactions exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AAof the Companies Act 1956 and the rules framed there under.

(vii) The Company does not have an internal audit system.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) (a) According to the information an explanation given to us, the company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under income Tax act and other material statutory dues as applicable to it.

(b) At the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more then six months from the date they become payable.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding Financial Year.

(xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of its dues to any bank or financial institution during the year.

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

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

(xiv) In our opinion and according to the information and explanation given to us the, the company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantee for loans from bank and financial institutions on behalf of others.

(xvij In our opinion and according to the information and explanation given to us the term loans have been applied for the intended purpose for which they were obtained,

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment. No long term funds have been used to finance short-term assets except permanent working capital.

(xviii) In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parlies and Companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) The Company has not raised any funds by the way of debenture issue. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the Company has not raised any money by public issues.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company nor have we been informed by the management of any such instance being noticed or reported during the year.

For K S Sanghvi& Co.,

Chartered Accountants,

Firm Registration Number: 116714W

PLACE: MUMBAI

DATED: 8th SEPTEMBER 2010

(Hitendra Doshi)

Partner

(Membership No 40201)


Mar 31, 2009

1. We have audited the attached Balance Sheet of Shalibhadra Finance Limited as at 31sl March, 2009 and also the annexed Profit & Loss of the Company for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are tree of material misstatement. An audit includes examining, on a test basis evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principals used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Government of India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure, a statement on the matter specified in Para 4 mid 5 of the said order to the extent applicable.

4. Furtherto our comments in the Annexure referred to in paragraph 3 above:

a. We have obtained all the information and explanations except bank balance reconciliation statements in respect of certain bank accounts 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 the books.

c. The Balance Sheet and Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion the Balance Sheet and Profit & Loss complies with the accounting standards referred to in Sub-section (IC) of Section 211 of the Companies Act, 1956 except the accounting standard relating to Accounting for Taxes on Income.

e. On the basis of written representation received from Directors as on 31" March, 2009 and taken on record by the Board of Directors. We report that none of the Directors are disqualified as on 31* March, 2009 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

f. The Company has not followed the accounting standards: Accounting for Taxes on income and accounting standard on Employees Benefits. It is not possible to quantify the effect of non observance of these accounting standards on the results of the company. Subject to this, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act 1956, in the manner as required 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 March 31", 2009.

ii. In the case of the Profit & Loss account, of the PROFIT of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

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

(b) As explained to us, physical verification of fixed assets as at March 31, 2009 was conducted by the management of the company during the year. In our opinion the frequency of physical verification is reasonable. Having regards to the size of the operations of the company and on the basis of explanations received, in our opinion, there were no differences found on physical verification.

(ii) (a) Except for the stocks on hire, the legal ownership of which is to be transferred to the hirers on receipt of the last installment from them, the Company does not have any stocks of inventory. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) There are parties as covered in the register maintained under section 301 of the Companies Act 1956 from which the company has taken loan. The year-end balance of loans taken from such parties is Rs. 7,01,41,733/-

(b) The company has not granted any unsecured loans to companies, firms and other parties as covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions as stipulated on which the company has taken the loans from firms and other parties required to be listed in the register maintained under section 301 and section 370(1 B) of the Companies Act, 1956, are prima facie not prejudicial to the interest of the company.

(d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest stipulated to the firm and companies, or other related parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and nature of its business for purchase of inventories and fixed assets and for sale of goods. During the course of our audit no majorweakness have been observed in the internal control procedures.

(v) (a) To the best of our knowledge and belief and 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 having regard to our comments in paragraph (iii) above, and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section and the transactions exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at price which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58Aand Section 58AAof the Companies Act 1956 and the rules framed there under.

(vii) As informed to us, the Company has no formal internal audit department as such but its internal control procedures ensure reasonable internal check of its financial and other records.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) (a) According to the information an explanation given to us, the company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under income Tax act and other material statutory dues as applicable to it. However the provisions of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues are not applicable.

(b) At the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more then six months from the date they become payable.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding Financial Year

(xi) In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of its dues to any bank or financial institution during the year.

(xii) In our opinion and according to the information and explanation given to us the company has

not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion and according to the information and explanation given to us the, the company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantee for loans from bank and financial institutions on behalf of others.

(xvi) In our opinion and according to the information and explanation given to us the term loans have been applied for the intended purpose for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long - term investment. No long - term funds have been used to finance short- term assets except permanent working capital.

(xviii) In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) The Company has not raised any funds by the way of debenture issue. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the Company has not raised any money by public issues.

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company nor have we been informed by the management of any such instance being noticed or reported during the year.

For K. S. SANGHAVI & Co., Chartered Accountants,

Place: Mumbai (HITENDRAA.DOSHI)

Partner

Dated: 8th September, 2009. (Membership No,40201)

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