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Canopy Finance Ltd.

BSE: 539304 Sector: Financials
NSE: N.A. ISIN Code: INE095R01016
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Canopy Finance Ltd. (CANOPYFINANCE) - Auditors Report

Company auditors report

To the Members of

CANOPY FINANCE LIMITED

(Formerly known as Kartavya Udyog Viniyog Limited)

Report on the Standalone Financial Statements for the F.Y. 2015-16

We have audited the accompanying standalone financial statements of Canopy FinanceLimited ("the Company") which comprise the Balance Sheet as at March 31 2016the Statement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the 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 stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these Financial Statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a reasonable opinion on these financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management aswell as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2016; and

b) in the case of the Profit and Loss Account and the statement of Cash Flow for theyear ended on March 31 2016.

Report on Other Legal and Regulatory Requirements

1. As required by Companies (Auditors Report) Order 2016 ('the order') issued byCentral Government of India in terms of subsection (11) of section 143 of the Act weenclose in the "Annexure 1" a statement on the matters specified in paragraphs 3& 4 of the said order to extent applicable.

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

a) We have obtained all the information and explanations which to the best of ourknowledge 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 theCompany so far as appears from our examination of those books.

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

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

e) In our opinion there are no observations or comments on the financial which mayhave an adverse effect on the functioning of the company.

f) On the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (2) of the Act.

g) With respect to the adequacy of the Internal Financial Controls over financialreporting of the Company and the operating effectiveness of such controls we give ourseparate Report in "Annexure 2"

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

I. The Company does not have any pending litigations which would impact its financialposition.

II. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

III. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Gora & Co.
Chartered Accountants
Firm Registration Number: - 327183E
Place: Kolkata
Date: 27/05/2016 Sd/-
G.C. Mukherjee
Partner
Membership no.- 017630

"ANNEXURE 1" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under ' Report on Other Legal and Regulatory Requirements 'in our Independent Auditor's Report of even date to the members of the Company on theStandalone Financial statements for the year ended 31st March 2016).

1) a) Based on our scrutiny of the Company's Book of Account and other records andaccording to the information and explanations received by us from the management we areof the opinion that the question of commenting on maintenance of proper records of fixedassets and physical verification of fixed assets does not arise since the company had nofixed assets as on 31st March 2016 nor at any time during the financial year ended on31st March 2016.

b) According to the information and explanations received by us as the company owns noimmovable properties the requirement on reporting whether title deeds is held in the nameof the company or not is not applicable.

2) As the company has not purchased/sold goods during the year nor are there anyopening stocks requirement of reporting on Physical verification of inventory ormaintenance of inventory records in our opinion does not arise.

3) The Company has not granted loans secured or unsecured to any companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Hence the reporting requirement under clause (iii)of the said order does not arise.

4) Based on our scrutiny of the Company's records and according to the information andexplanations received by us from the management we are of the opinion that in respect ofloans and guarantees given investments made and securities purchased by the company theprovisions of section 185 and 186 of the Companies Act 2013 have been complied with.

5) In our opinion and according to information and explanations given to us theCompany has not accepted any deposits from the public and hence the reporting requirementunder clause (v) of the said order does not arise.

6) Being a Non Banking finance company the provisions of section 148(1) of the Actwith regard to the maintenance of cost records are not applicable to the Company.

7) a) Based on our scrutiny of the Company's Book of Account and other records andaccording to the information and explanations received by us from the management we areof the opinion that the company is regular in depositing with appropriate authoritiesundisputed statutory dues applicable to it and no undisputed amounts payable in respect ofany statutory dues were outstanding as at 31st March 2016 for a period of more than sixmonths from the date they became payable.

b) According to the records of the company and the information and explanationsreceived by us from the management there are no disputed statutory dues outstanding inthe name of the company.

8) Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion the company has not defaulted in repayment of dues toa financial institution bank Government or dues to debenture holders.

9) According to the records of the company the company has neither raised any moneysby way of Initial Public Offer or Further Public Offer (including debt instrument) nor hasthe company raised any term loans. Hence in our opinion the reporting requirement underclause (ix) of the said order does not arise.

10) Based upon the audit procedures performed and according to the information andexplanations given to us no fraud by the company or any fraud on the company by itsofficers or employees has been noticed or reported during the course of our audit thatcauses the financial statements to be materially misstated.

11) According to the records of the company no Managerial remuneration has been paidor provided during the year under audit. Hence in our opinion the reporting requirementunder clause (xi) of the said order does not arise.

12) In our opinion and to the best of our information and according to the explanationsprovided by the management we are of the opinion that the company is not a Nidhi Company.Hence in our opinion the reporting requirement under clause (xii) of the said order doesnot arise

13) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

14) Based on our scrutiny of the Company's Book of Account and other records andaccording to the information and explanations received by us from the management we areof the opinion that the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Hence the reporting requirement under clause (xiv) of the said order does notarise.

15) Based on our scrutiny of the Company's Book of Account and other records andaccording to the information and explanations received by us from the management we areof the opinion that the company has not entered into any non-cash transactions with itsdirectors or persons connected with him. Hence the reporting requirement under clause(xv) of the said order does not arise.

16) The company is required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934 and the registration has been obtained.

For Gora & Co.
Chartered Accountants
Firm Registration Number: - 327183E
Place: Kolkata
Date: 27/05/2016 Sd/-
G.C. Mukherjee
Partner
Membership no.- 017630

"ANNEXURE 2" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph (2)g under ' Report on Other Legal and RegulatoryRequirements ' in our Independent Auditor's Report of even date to the members of theCompany on the Standalone Financial statements for the year ended 31st March2016).

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of the Companyas of 31st March 2016 in conjunction with our audit of the standalonefinancial statement of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Director's is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the " Guidance Note") issued by the Institute of CharteredAccountants of India ("ICAI") . These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to the respective company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany'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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31-Mar-2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.

For Gora & Co.
Chartered Accountants
Firm Registration Number: - 327183E
Place: Kolkata
Date: 27/05/2016
Sd/-
G.C. Mukherjee
Partner
Membership no.- 017630

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