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R G F Capital Markets Ltd.

BSE: 539669 Sector: Financials
NSE: N.A. ISIN Code: INE684D01025
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R G F Capital Markets Ltd. (RGFCAPITAL) - Auditors Report

Company auditors report

To The Members of

RGF CAPITAL MARKETSLIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/SRGF CAPITAL MARKETSLIMITED which comprise the Balance Sheet as at March 31 2016theStatementofProfit and Loss Cash Flow Statementfor the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for thematters stated in section 134(5) of the companies act2013 ("the Act")with respect tothepreparation& presentationofthese financialstatements that give a true and fair view of the financial positionfinancialperformanceand cash flowsof the Company in accordance with theAccounting principlesgenerally accepted in India including theAccounting Standards referredunder Section 133ofthe actread with Rule 7 of the companies (Accounts) Rules 2014. This responsibilityincludesmaintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the company and for preventing and detecting fraudsand other irregularities selection and application of appropriate accounting policiesmaking judgements and estimates that are reasonable and prudent anddesign implementationandmaintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor’s Responsibility

Ourresponsibility is to express an opinion on these financial statements based on ouraudit. 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 rules made there under. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal control relevant to the Company’s preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness ofthe accounting estimates made bymanagement as well 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 opinionon thesefinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us theaforesaidfinancial statements give the information required by the Act inthe manner so required and give a true and fairview in conformity with the accountingprinciples generally accepted in India: a) In the case of the Balance Sheet of the stateof affairs of the Company as at March 31 2016; b) In the case of theStatement of Profitand Loss of the Profit for the year endedon that date. c) In the case of the CashFlow Statement of the cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder")issued by the Central Government of India in terms of sub section (11) ofsection 143 of the Act to report on the matters Specified in paragraphs 3 and 4 of thesaid Order we annex hereto a statement on the matters specified therein.

2. As required by section143(3) of the Actwe report that:

a. We havesought andobtained all the information and explanations which to the best ofour 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 theCompany so far as appears from our examination of those books.

c. The Balance Sheet thestatement of Profit and Lossand the cash flow statement dealtwith by this Report are in agreement with the books of account.

d. Inour opinion the aforesaid financial statementscomply with the AccountingStandardsspecifiedunder Section 133 of the Actread with Rule 7 of the companies(Accounts) Rules 2014 ;

e. On the basis of written representations received from the directors as on March 312016 and taken on recordby the Board of Directors none of the directors is disqualifiedas on March 31 2016from being appointed as a director in terms of section164(2)oftheCompanies Act 2013.

f. With respect to adequacy of internal financial controls over financial reportingofthe Company and operating effectiveness of such controls refer to our separate report in" Annexure B"

g. In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters tobe included in theAuditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014:

(i) The Company does not have any pending litigations which would impact its financialposition

(ii) The Companydoesnot have any long term contracts including derivatives contractsfor which there were any material foreseeable losses;

(iii) There has not been an occasion in case of the Company during the year underreport to transfer any sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise.

Place: Kolkata

Date:30.05.2016

For C.GHATAK & CO

Chartered Accountants

(CHINMAY GHATAK)

Partner

M.No.003591

FIRM REG NO: 302162E

Annexure to the Auditors’ Report

[Referred to in paragraph 1 under the heading ‘Report on Other Legal andRegulatory Requirements’ of our Report ofeven date to the members of M/sRGF CAPITALMARKETS LIMITED on the accounts of the company for the year ended 31stMarch2016]

Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and in our opinion and in terms of the informationand explanations given to us and the books and records examined by us in the normal courseof audit we report that :-

(i)In respect of its fixed assets :

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

(b)As explained to us fixed assets have been physically verified by the management atregular intervals during the year under audit in a phased periodical manner which in ouropinion is reasonable having regard to size of the company andnature of its business.According to the information and explanations given to us no material discrepancies werenoticed on such verification.

(c)According to the information and explanations given to us and on the basis of ourexamination of the records ofthe Company the title deeds of immovable properties are heldin the name of the Company.

(ii) In respect of its inventory :

The Company has no inventory as on 31st March 2016

(iii)According to the information and explanations given to us the Company hasgrantedsecured orunsecured loans to26companies firms Limited Liability Partnerships orother parties covered in the Register maintained under Section 189 of the CompaniesAct2013.

(a) According to the information and explanations given to usand in our opinion theterms and conditions of the grant of such loans are not prima facie prejudicial to thecompany’s interest.

(b) As explained to us the schedule of repayment of principal and the payment ofinterest has not been stipulated but the receipts are regular as and when demanded.

(c) As explained there are no overdue amounts in respect of such loans.The Company hasnot granted any loans secured or unsecured to companies firms Limited Liabilitypartnerships or other parties covered in the Register maintained under section 189 of theAct. Accordingly the provisions of clause 3 (iii) (a) to (C) of the Order are notapplicable to the Company and hence not commented upon.

(iv)In our opinion and according to the information and explanations given to us thecompany is a NBFC and the provisions of section 185 and 186 of the Act with respect tothe loans investments guarantees and security does not applicable to the Company.

(v) In our opinion and according to the information and explanation given tous thecompany has not acceptedany deposits during the year under audit hence clause 3(v) of thesaid order is not applicable to the company.

(vi) In our opinion and according to the information and explanation given to us theCentral Government has not prescribed any maintenance ofcost records under sub-section (1)of Section 148 of the Act in respect of the activities carried on by the Company; henceclause 3(vi) of the said order is not applicable to the company.

(vii) In respect of statutory dues:

(a)In our opinion and according tothe information and explanation given to us theCompany has generally been regular in depositing undisputed statutory dues includingIncome-tax and any other statutory dues with the appropriate authorities. According to theinformation and explanations given to us no undisputed amounts payable in respect of theaforesaid dues were outstanding as at 31st March 2016for a period of more thansix months from the date of becoming payable.

(b)According to the information and explanations given to us there were no amountspayable in respect of Income-tax or Cess which have not been deposited on account of anydispute.

(viii)In our opinion and according to the information and explanation given to us thecompany does not have any loans or borrowings from the financial institution bankGovernment or debenture holders during the year under audithence clause 3(viii) of thesaid order is not applicable to the company.

(ix) In our opinionand according to theinformation and the explanation given to us thecompany has notraised money by way of initial public offer or further public offer(including debt instruments) and term loans during the year.

Accordingly the provisions of clause 3(ix) of the Order arenot applicable to thecompany.

(x) In our opinionand according to the information and the explanation given to usnofraud by the Company or any fraud on the Company by its officers or employees has beennoticed or reported during the course of our audit.

(xi) In our opinionand according to the information and the explanation given to us nomanagerial remuneration has been paid or provided by the Company and hence clause 3(xi) ofthe said order is not applicable to the company.

(xii) In our opinionand according to the information and the explanation given to usthe companyis not a nidhi company and henceclause 3(xii) of the said order is notapplicable to the company.

(xiii)In our opinionand according to the information and the explanation given toustransactions with the related party are in compliance with sections 177 and 188 of theAct where applicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

(xiv)In our opinionand according to the information and the explanation given to usthecompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review. Accordingly the provisions ofclause 3(ix) of the Order are not applicable to the company.

(xv)In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transactions with directors or persons connectedwith him and hence clause 3(xv) of the said order is not applicable to the company.

(xvi)In our opinion and according to the information and explanations given to us thecompany is registered under section 45IA of the Reserve Bank Of India Act 1934 and theregistration Certificate of the same has been obtained by the Company. The Certificate ofRegistration No is.: B-05.00255Dated 21.02.1998

Place: Kolkata

Date:30.05.2016

For C.GHATAK & CO

Chartered Accountants

(CHINMAY GHATAK)

Partner

M.No.003591

FIRM REG NO: 302162E

AnnexureBto the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting ofRGF CAPITALMARKETSLIMITED("the Company") as of 31 March2016 in conjunction withour auditof 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 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 Reportingissuedby 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 safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of theaccounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financialreporting 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 amaterial weakness exists andtesting and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgmentincludingthe 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 controlssystem over 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorizedacquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial ControlsoverFinancial 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 financialreportingto 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 March2016 based on theinternalcontrol over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute ofCharteredAccountants of India.

Place: Kolkata

Date:30.05.2016

For C.GHATAK & CO

Chartered Accountants

(CHINMAY GHATAK)

Partner

M.No.003591

FIRM REG NO: 302162E