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RSD Finance Ltd.

BSE: 539875 Sector: Financials
NSE: N.A. ISIN Code: INE616F01014
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RSD Finance Ltd. (RSDFINANCE) - Auditors Report

Company auditors report

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statement of RSD Finance Limited(" the Company ") which comprise the Balance Sheet as at March 31 2016 theProfit and Loss Statement the Cash Flow Statement for the year then ended and a summaryof significant accounting policies and other explanatory information.

MANAGEMENT ‘S RESPONSIBILITY FOR THE STANDALONE 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 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 of 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 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 an opinion on these standalone 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 thereunder.

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 misstatements.

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 the financial statements whether due to fraud or error. Inmaking those risk assessments the auditor considers internal financial statements thatgive a true and fair view order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on whether the Company hasin place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company’s directors as well as evaluating the overallpresentation 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 standalone 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 of the state of affairs of the Companyas at March 31 2016 and its profit and its cash flows 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 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the ‘Annexure A’ a statement on thematters specified in the paragraph 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 bestof our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of accounts 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 Profit and Loss Statement and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts ) Rules 2014;

e) On the basis of the written representation received from the directors as on March31 2016 taken on record by the Board of directors none of the directors is disqualifiedas on march 31 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’; and g) With respect to the other mattersto be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors)Rules 2014 in our opinion and to the best of our information andaccordingly to the explanation given to us:

i) The Company does not have any pending litigation which would impact on its financialposition as on 31st March 2016. ii) The Company did not have any material foreseeablelosses on long -term contracts including derivative contracts. iii) The provision relatedto Investor Education and Protection Fund is not applicable to the Company.

For Manisha Gupta & Associates Chartered Accountants

(FRN – 017879C)

Sd/- (Manisha Gupta) Proprietor M. No. -066230

Place: Jamshedpur

Date: The 30th Day of May 2016

‘Annexure A’ CARO 2016 Report on the standalone financial statement of RSDFinance Limited for the year ended March 31 2016

To the Members of RSD FINANCE LIMITED

[Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements’ of our Report of even date to the members of RSD FINANCE LIMITEDon the accounts of the company for the year ended 31st March 2016]

On the basis of such checks as we considered appropriate and according to theinformation and Explanations given to us during the course of our audit we report that:

i. In respect of its fixed assets: a) The Company has maintained proper records showingfull particulars including quantitative details and situation of fixed assets on the basisof available information. b) As explained to us all the fixed assets have been physicallyverified by the management in a phased periodical manner which in our opinion isreasonable having regard to the size of the Company and nature of its assets. No materialdiscrepancies were noticed on such physical verification. c) According to the informationand explanations given to us and on the basis of our examination of the records of theCompany the title deeds of immovable properties are held in the name of the Company.

ii. In respect of its inventories:

The company does not have any inventory during the year Hence this point of report isnot applicable.

iii. The company has not granted unsecured loans to companies firms or other partiescovered in the register maintained under Section 189 of the Companies Act 2013:

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans and investments made.

v. According to the information and explanations given to us the Company has notaccepted any deposit from the public.

vi. According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) (d) of theCompanies Act 2013 in respect of any of the products dealt with by the company.

vii. In respect of statutory dues:

a) According to the records of the Company undisputed statutory dues includingProvident Fund Employees’ State Insurance Income Tax Sales Tax Wealth TaxService Tax duty of Customs Duty of Excise Value Added Tax Cess and other materialstatutory dues have been generally regularly deposited with the appropriate authorities.According to the information and explanations given to us no undisputed amounts payablein respect of the aforesaid dues were outstanding as at March 31 2016 for a period ofmore than six months from the date of becoming payable. b) According to the informationand explanations provided to us by the management there are no disputed dues of salestax income tax custom tax excise duty service tax and cess.

viii. Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion that the Company has not defaulted in repayment of duesto financial institutions banks and debenture holders.

ix. The Company did not raise any money by way of initial public offer or furtherpublic offer. However the

Company has raised a term loan from Axis Bank during the year and is applied for thepurpose for which it is raised.

x. In our opinion and according to the information and explanation given to us nomaterial fraud by the company and no material fraud on the company by its officers oremployees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the provisions of Section 197 read with Schedule V to theAct.

xii. In our opinion and according to the information and explanation given to us theCompany is not a nidhi company. Accordingly Paragraph 3(xii) of the Order is notapplicable.

xiii. According to the information and explanations provided to us and based on theexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of the Act where applicable and details of suchtransaction have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations provided to us and based on theexamination of the records of the Company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. xv. According to the information and explanations provided to us and based onthe examination of the records of the Company the company has not entered into anynon-cash transactions with directors or persons connected with him.

xvi. The company is already a Non –Banking Financial Company and is registeredunder section 45-IA of the

Reserve Bank of India Act 1934.

For Manisha Gupta & Associates

Chartered Accountants (FRN – 017879C)

Sd/-

(Manisha Gupta)

Proprietor M. No. -066230

Place: Jamshedpur

Date: The 30th Day of May 2016

Annexure B to the Auditors’ Report

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 RSDFinance Limited (‘the Company’) as of 31 March 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 Reportingissued 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 the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required 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 were 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 auditors’ judgment 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 controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofthe Management and directors of the Company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition use or dispositionof the Company’s assets that could have a material effect on the financialstatements.

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 March 2016 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 Reportingissued by the Institute of Chartered Accountants of India.

For Manisha Gupta & Associates

Chartered Accountants (FRN – 017879C)

Sd/-

(Manisha Gupta)

Proprietor M. No. -066230

Place: Jamshedpur

Date: The 30th Day of May 2016