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Shreevatsaa Finance & Leasing Ltd.

BSE: 532007 Sector: Financials
NSE: N.A. ISIN Code: INE981C01019
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Shreevatsaa Finance & Leasing Ltd. (SHREEVATSAAFIN) - Auditors Report

Company auditors report

To

The Members of Shreevatsaa Finance & Leasing Limited.

Report on the Stand Alone Financial Statements

We have audited the accompanying standalone financial statements of Shreevatsaa Finance& Leasing Limited ("the Company") which comprise the Balance Sheet as atMarch 31st 2017; the Statement of Profit and Loss Statement and the Cash FlowStatement for the year then ended and a summary of significant accounting policies andother explanatory information.

Management's Responsibility for the Stand Alone 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 stand alone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring 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

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 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 misstatements.

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 a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. 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 overall presentationof 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 2017 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 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified inparagraphs 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 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 the Statement of Profit and Loss Statement and Cash FlowStatement dealt with 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 representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) ofthe 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 ourseparate 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 our opinionand to the best of our information and according to the explanations given to us:

i) The company does not have any pending litigation which would impact its financialposition.

ii) The company did not have any long term contracts including derivatives contract forwhich there were any material foreseeable losses.

iii) There were no amounts which required to be transferred to the investor educationand protection fund by the company

iv) The company has provided requisite disclosure in the financial statement as toholdings as well as dealings in Specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016. Based on audit procedure and relying onthe management representation we report that the disclosure are in accordance with thebooks and account maintained by the company and as produced to us by the Management–Refer Note No-23.

For Tandon & Mahendra
Chartered Accountants
FRN: 003747C
Saurabh Shukla
(Partner)
M. No. 405240
Place: Kanpur
Date : 27.05.2017

ANNEXURE ‘A' TO INDEPENDENT AUDITORS' REPORT

[Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our Report of even date]

(i) In respect of its fixed assets:

a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

b) As explained to us all fixed assets have been physically verified by the managementat reasonable intervals having regard to the size of the company and nature of its assetsand no discrepancies were noticed on such physical verification.

c) As per the records produced before us and explanations provided to us the companydoes not own any immovable property.

(ii) In respect of its inventories:

a) As explained to us the company is dealing in shares and securities which has beenverified by the management from time to time from the Demat account and other records ofthe company. In our opinion and on the basis of our examination of the records thecompany is maintaining proper records of inventory and no material discrepancies werenoticed on the verification between the physical stocks and the book records.

(iii) The company has granted loans to parties covered in the register maintained undersection 189 of the Companies Act 2013

a) In our opinion the rate of interest and other terms and condition on which theloans had been granted to the parties listed in the register maintained under section 189of the Act were not prima facie prejudicial to the interest of the company

b) The loans so granted are re-payable on demand and there is no stipulated schedule ofrepayment of the principle amount. However interest wherever applicable is credited bythe parties to the account of the company as at the year end on pro-rata basis.

c) There are no overdue amounts in respect of the loan granted to a bodies corporatelisted in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us thecompany being a Non Banking Financial Company has granted loan to corporate bodies innormal course of business and has complied with the provisions of sections 185 and 186 ofthe Companies Act 2013 with respect of loans investments made.

(v) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

(vi) The Central Government has not prescribed the maintenance of cost records inrespect of the Company under section 148 (1) of the Companies Act 2013. (vii) In respectof Statutory dues:

a) The company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund investor education protection fund employees'state insurance income tax sales tax wealth tax service tax custom duty excise dutyCess and other material statutory dues applicable to it. No such dues were in arrears asat 31.03.2017 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there are no duesoutstanding against the company owing to any dispute with respect to income tax wealthtax sales tax service tax custom duty excise duty and Cess.

(viii) In our opinion and according to the information and explanations given to usthe company has not taken any loan from the financial institution bank or debentureholders during the year.

(ix) As explained to us and as per the records the company has not raised any money byway of initial public offer or further public offer (including debt instruments) or termloans during the year. Accordingly provisions of clause (ix) of para 3 of Companies(Auditor's Report) Order 2016 is not applicable.

(x) To the best of our knowledge and belief and according to the information andexplanation given to us no fraud on or by the Company by its officers or employees hasbeen noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid/provided for themanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with the Schedule V to the Act.

(xii) Since the company is not a nidhi company therefore provisions of clause (xii)of para 3 of Companies (Auditor's Report) Order 2016 is not applicable.

(xiii) As explained to us and as per the records of the company the transactions withthe related party have been made in compliance with sections 177 and 188 of the CompaniesAct 2013 where applicable and the details have been disclosed in the FinancialStatements as required by applicable Accounting Standards.

(xiv) As explained to us and as per the records the company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

(xv) As explained to us and as per the records the company has not entered into anynon cash transactions with directors or persons connected with him during the year underreview.

(xvi) As explained to us and as per the records the company is required to and hasbeen registered under section 45-IA of the Reserve Bank of India Act 1934 videregistration no. 12.00050 dated 07.02.1998.

For Tandon & Mahendra

Chartered Accountants

FRN: 003747C

Saurabh Shukla

(Partner)

M No.405240

Date: 27.05.2017

Place: Kanpur

"Annexure B" to the Independent Auditor's Report of even date on theStandalone Financial Statements of Shreevatsaa Finance & Leasing Limited

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 ShreevatsaaFinance & Leasing Limited ("the Company") as of March 31 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 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 company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting 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 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 March 31 2017 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

For Tandon & Mahendra

Chartered Accountants

FRN: 003747C

Saurabh Shukla

(Partner)

M. No. 405240

Place: Kanpur

Date : 27.05.2017

AUDITOR'S REPORT

{Pursuant to the Non-Banking Financial Companies Auditor's Report (Reserve Bank)Directions 2016}

To

The Board of Directors

Shreevatsaa Finance & Leasing Limited Kanpur

1. We have audited the accompanying financial statements of Shree Vatsaa Finance &Leasing Limited("the company") which comprise the Balance sheet as at31.03.2017 the Statement of Profit & Loss and Cash Flow Statement for the year thenended and summary of significant accounting policies and other explanatory informationand have issued an unqualified opinion vide our report dated 27.05.2017.

2. As required by the paragraphs 3 and 4 of Non-Banking Financial Companies Auditor'sReport (Reserve Bank) Directions 2016 Issued by the Reserve Bank of India ("theRBI") vide Direction No. DNBS.PPD..03/66.15.001/2016-17 and based on our audit wereport on the matters specified in the paragraphs 3 and 4 of the said directions:

a. The Company is engaged in the business of Non-Banking Financial Institution (withoutaccepting or holding public deposits) and pursuant to the provisions of section 45(1A) ofthe Reserve Bank of the India Act 1934 (as amended) it has obtained a certificate ofregistration vide certificate No. 12.00050 Date 07.02.1998.

b. In our opinion and in terms of the Company's asset and income pattern for the yearended and as at 31st March 2017 the company is entitled to continue to hold thecertificate of registration issued by the RBI.

c. The Company is not an asset finance company as defined under the Non-BankingFinancial Companies Acceptance of Public Deposit (Reserve Bank) Directions 1998.

d. The Board of Directors of the company in their meeting held on 04th April 2017 haspassed a resolution for non acceptance of any public deposit during the year ended 31stMarch 2017.

e. The Company has not accepted any public deposit during the year ended 31st

March 2017.

f. In our Opinion and to the best of our information and according to the explanationsgiven to us the company has complied with the prudential norms issued by the RBI inrelation to recognition of income accounting standards asset classification andprovisioning for the bad and doubtful debts as applicable to it.

g. The Company is not a Systematically Important Non-Deposit Taking NBFC as defined in"Systemically Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions 2015.

For Tandon & Mahendra

Chartered Accountants

FRN: 003747C

(Saurabh Shukla)

Partner M. No. 405240

Place: Kanpur

Date: 27.05.2017