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S I Capital & Financial Services Ltd.

BSE: 530907 Sector: Financials
NSE: N.A. ISIN Code: INE417F01017
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S I Capital & Financial Services Ltd. (SICAPFIN) - Auditors Report

Company auditors report

ON FINANCIAL STATEMENTS

To The Members of

SI CAPITAL & FINANCIAL SERVICES LIMITED CHENNAI

1. I have audited the accompanying financial statements of SI Capital & FinancialServices Limited (‘the Company') which comprise the Balance Sheet as at March312016 the Statement of Profit and Loss and the Cash Flow Statement for the year thenended 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 section134 (5) of the Companies Act 2013 ("the Act")with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the Accountingprinciples generally accepted in India including the accounting standards specified undersection 133 of the act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the act for safeguarding the assets of the company and for preventingand detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditors Responsibility

3. My responsibility is to express an opinion on these financial statements based on myaudit.

4. I have taken into account the provisions of the Act the accounting standards andmatters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder.

5. I conducted my audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act and other applicable pronouncements issued by the Institute ofChartered Accountants of India. Those Standards and pronouncements require that I complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor's Judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers 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 but not for the purpose of expressing an opinion onwhether the Company has in place an adequate internal financial controls systems overfinancial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by company's directors as well as evaluating the overallpresentation of the financial statements.

7. I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the financial statements.

Opinion

8. In my opinion and to the best of my information and according to the explanationsgiven to me 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 of the state of affairs of the Company as at March31 2016 and its profit and loss and its cash flows for the year ended on that date:

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act(the "Order") and on the basis of such checks of the books and records of thecompany as I considered appropriate and according to the information and explanationsgiven to me I give in the Annexure A a statement on the matters specified in paragraph 3and 4 of the Order.

10. As required by section 143(3) of the Act I report that:

a. I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purpose of my audit;

b. in my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books;

c. the Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with the books of account;

d. In my 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 March312016 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2016 from being appointed as a director in terms of section164(2) of the act.

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 ourseperate Report in Annexure B.

g. 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 my opinionand to the best of my information and according to the explanations given to me:

1) The Company has no pending litigation on its financial position in its financialstatement.

2) The Company did not have any material foreseeable losses relating to long termcontracts including derivative contracts.

3) There are no amounts which are required to be transferred to the Investor Educationand Protection Fundby the Company.

Sd/-
Place : Chennai A M Thomas
Date : 27.05.2016 Chartered Accountants
Membership No.022119

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of SI Capital & Financial Services Limited on the Financial Statements for theyear ended 31st March 2016)

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

(b) According to the information and explanation given to me all the fixed assets werephysically verified during the year by the Management in accordance with a regularprogramme of verification which in my opinion provides for physical verification of thefixed assets at reasonable intervals. According to the information and explanation givento me no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to me and on the basis of myexamination of the records of the Company the title deeds of immovable property are heldin the name of the Company.

2. (a) As explained to me the inventories were physically verified during the year bythe Management. In my opinion the frequency of the verification is reasonable

(b) In my opinion and according to the information and explanation given to me theprocedures of physical verification of inventories followed by the Management werereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) In my opinion and according to the information and explanations given to me theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verificationand the same have been properly dealt with in thebooks of account.

3. As informed the Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013.Therefore the provisions of Clause3(iii) iii(a) iii(b) and iii(c) of the said order are not applicable to the company.

4. The Company has not granted any loans or provided any guarantees or security to theparties covered under section 185. In my opinion and according to the information andexplanations given to me the Company has compiled with the provisions of section 186 ofthe Companies Act 2013 in respect of investments made by it.

5. In my opinion and according to the information and explanations given to me theCompany has not accepted deposits from the public during the year.

6. In my opinion and according to the information and explanations given to me theCentral Government has not prescribedthe maintenance of cost records under Section 148 (1)of the Companies Act 2013 for the activities of the Company.

7. According to the information and explanations given to me in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident FundEmployees' State Insurance Income Tax Sales Tax Service TaxValued Added Tax and other material statutory dues applicable to it with the appropriateauthorities.

(b) There were no undisputed amounts payable in respect of Provident FundEmployees'State Insurance Income Tax Sales Tax Service Tax Valued Added Tax and other materialstatutory dues in arrears as at March 31 2016 for a period of more than six months fromthe date they became payable.

(c) According to the information and explanation given to me there are no dues inrespect of Provident FundEmployees' State Insurance Income Tax Sales Tax Service TaxValued Added Tax that have not been deposited with the appropriate authorities on accountof any dispute.

(d) According to the information and explanations given to me no amount is required tobe transferred to investor Education and Protection Fund in accordance with the relevantprovisions for the Companies Act 1956 and the rules made there under.

8. As the Company does not have any loans or borrowings from any financial institutionbanks government nor has it issued any debentures as at the Balance Sheet date theprovisions of clause 3(viii) of the Order are not applicable.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instrument) and term loans during the year. Accordingly paragraph3(ix) of the Order are not applicable.

10. During the course of my examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to me I have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year not have I been informed of any such case by themanagement

11. According to the information and explanation given to me and based on myexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

12. In my opinion and according to the information and explanations given to me theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order are notapplicable.

13. The Company has entered into transactions with related parties in compliance withthe provisions of sections 177 and 188 of the Act. The detail of such related partytransaction have been disclosed in the financial statements as required under AccountingStandard 18 Related Party Disclosures specified under section 133 of the Act read withrule 7 of the Companies (Accounts) Rule 2014.

14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of clause 3(xiv) of the Order are not applicable to the Company.

15. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

16. The Company was registered as Non Deposit Accepting Non-Banking Financial Company.The Company is registered under Section 45-IA of the Reserve Bank of India Act 1934.

Sd/-
Place : Chennai A M Thomas
Date : 27.05.2016 Chartered Accountants
Membership No.022119

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to themembers of SI Capital & Financial Services Limited. on the financial statements forthe year ended 31 March 2016)

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

1. We have audited the internal financial controls over financial reporting of SICapital & Financial Services Limited ("the Company") as of March 312016 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

2. 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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

3. 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 ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. 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

6. 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 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

7. 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

8. In our opinion the Company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control 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 of CharteredAccountants of India.

Sd/-
Place : Chennai A M Thomas
Date : 27.05.2016 Chartered Accountants
Membership No.022119