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Mudra Financial Services Ltd.

BSE: 539819 Sector: Financials
NSE: N.A. ISIN Code: INE967S01014
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Mudra Financial Services Ltd. (MUDRAFINSER) - Auditors Report

Company auditors report

To the members of

Mudra Financial Services Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Mudra Financial ServicesLimited ("the Company") which comprises the Balance Sheet as at 31 March2016 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting 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 the maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding of the assets of theCompany and for preventing and detecting the frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of 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 an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe 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 financial control relevant to the Company's preparation of thefinancial statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India;

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

b) in the case of the Statement of Profit and Loss of the profit for the year ended onthat date; and

c) in the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on other Legal and Regulatory Requirements

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 ofthe Companies Act2013 we give in the Annexure A a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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 bestof 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 theCompany so far as it appears from our examination of those books.

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

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) On the basis of written representations received from the directors as on 31 March2016 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2016 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure B.

g) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of Companies (Audit and Auditors) Rules 2014 in our opinion and to our bestof 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 derivatives contractsfor which there were any material foreseeable losses.

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

For Desai Saksena & Associates
Chartered Accountants
Firm's Registration No: 102358W
Dr.S.N.Desai
Place: Mumbai Partner
Date: 30th May 2016 Membership No: 032546

Annexure A to the Independent Auditors' Report:

(Referred to in our report of even date)

i)

a. The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

b. As per the explanation given to us fixed assets have been physically verified bymanagement in a phased periodical manner no material discrepancies were noticed on suchphysical verification.

c. The Company does not own any immovable property and hence this clause is notapplicable.

ii) The management has conducted physical verification of inventory of shares atreasonable intervals during the year and no such discrepancies were noticed.

iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered byclause (76) of section 2. Accordingly clause (iii) of the Order is not applicable.

iv) According to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the Act in respect of loans investmentsguarantees and security.

v) The Company has not accepted any deposits from the public in accordance with theprovisions of Sections 73 to 76 of the Act and rules framed there under.

vi) To the best of our knowledge and as explained the Central Government has notprescribed the maintenance of Cost Records under section 148 (1) of the Act for any of theservices rendered by the Company.

vii) a. According to the information and explanations given to us and on the basis ofour examination of records of the Company the Company is generally regular in depositingwith the appropriate authorities undisputed statutory dues applicable to it and as on 31stMarch 2016 there is no undisputed amount payable for a period of more than six monthsfrom the date they became payable in respect of statutory dues applicable to it.

b. According to the information and explanations given to us there were no statutorydues outstanding as on 31st March 2016 which were not paid on account ofdispute with the appropriate authorities.

viii) As per the information and explanations given to us by the management theCompany has not taken any loan from banks and financial institutions and hence theprovisions of Clause (viii) of the Order are not applicable to the Company.

ix) According to the information and explanations given to us the Company has notraised monies by way of Initial Public Offer or Further Public Offer (including debtinstruments).

x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing principles in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud on or by the Company noticed or reported during the year nor have webeen informed of any such case by the management.

xi) As per the information and explanations given to us the Managerial Remunerationhas been paid or provided in accordance with the approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of Clause (xii) of the Orderare not applicable to the Company.

xiii) As per the information and explanation given to us all transactions with therelated parties are in compliance with Sections 177 and 188 of the Act where applicableand the relevant details have been disclosed in the financial statements etc as requiredby the applicable accounting standards.

xiv) In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement and hence theprovisions of Clause (xiv) of the Order are not applicable to the Company.

xv) According to the information and explanations given to us the Company has notentered into any non cash transactions with directors or persons connected with him duringthe year; hence the provisions of Clause (xv) of the Order are not applicable to theCompany.

xvi) As per the information and explanation provided to us by the management thecompany has obtained the registration under section 45-IA of the Reserve Bank of IndiaAct 1934.

For Desai Saksena & Associates
Chartered Accountants
Firm's Registration No: 102358W
Dr.S.N. Desai
Place: Mumbai Partner
Date: 30th May 2016 Membership No: 032546

Annexure 'B' to the Independent Auditors Report

(Referred to in Paragraph 2(f) of our report of even date)

We have audited the internal financial controls over financial reporting of MudraFinancial Services Limited (the 'Company') as of 31st March 2016 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on audit of Internal Financial Controls over financial reporting (the'Guidance Note') issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of fraud and errors the accuracy andcompleteness of accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (the 'Act').

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controlover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note and the Standards on Auditing issued by the ICAI and deemed to beprescribed u/s 143(10) of the Act to the extent applicable to an audit of internalfinancial control both applicable to an audit of internal financial control and bothissued by the ICAI. Those standards and 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 control over financial reporting includedobtaining an understanding of internal financial control 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 risks. Theprocedures selected depend on the auditor's judgement including the assessment of therisks 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 toprovide a basis for our audit opinion on the Company's internal financial control overfinancial reporting.

Meaning of internal financial control 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 the generally accepted accounting principles and the receipts andexpenditure of the Company and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition use or disposition of the Company's assetsthat could have been material effect on the financial statements.

Inherent Limitations of Internal Financial Control over Financial Reporting

Because of the inherent limitations of internal financial control 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 control 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 control over financial reporting and such internal financial control overfinancial reporting were operating effectively as at 31st March 2016 based onthe internal financial control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the ICAI.

For Desai Saksena & Associates
Chartered Accountants
Firm's Registration No: 102358W
Dr.S.N. Desai
Place: Mumbai Partner
Date: 30th May 2016 Membership No: 032546