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Manipal Finance Corporation Ltd.

BSE: 507938 Sector: Financials
NSE: N.A. ISIN Code: INE798E01013
BSE 05:30 | 01 Jan Manipal Finance Corporation Ltd
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Manipal Finance Corporation Ltd. (MANIPALFINCOR) - Auditors Report

Company auditors report

To

The Members of

Manipal Finance Corporation Limited

Manipal Report on the Financial Statements

We have audited the accompanying financial statements of MANIPAL FINANCE CORPORATIONLIMITED ("the Company") which comprises the Balance Sheet as at 31st March2017 the Statement of Profit and Loss the Cash Flow Statement for the year ended and asummary 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 in Section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation andpresentation of these 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 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 control 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 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 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 financial statements.

Basis for the qualified opinion

1. We draw attention to Note No.23.02 of the financial statements. The Company hasincurred losses and its majority of funds are blocked in Non-Performing Assets raising adoubt about the Company to continue as a going concern. The Company has presented a schemeof arrangement for restructure of liabilities as detailed in Note No.5.01 of the financialstatements and subsequently withdrawn the same for reasons given therein. The Company isexploring the possibility of presenting the new scheme of arrangement as detailed in theaforesaid Notes. The account however have been prepared on a "going concernbasis" in view of management perception as detailed in Note No.23.02 as aforesaid.However we are unable to comment on the ultimate realisability of Company's assetsincluding the Fixed Assets under lease. Accordingly we are also unable to comment on theCompany's ability to settle its debts/liabilities (including Deposits Subordinated debtsand Secured Redeemable Debentures.)

2. We draw the attention to Note 5.01 of the Financial Statements. The Company hasstopped (i) repayment of matured debentures & matured subordinated debts and (ii)payment of interest on debentures and subordinated debts from 1st day of July 2002 andproposed a scheme of arrangement before the Hon'ble High Court of Karnataka as referredto in the aforesaid Note (which is since withdrawn and we are informed that the Company isexploring the possibility presenting a new scheme of arrangement). Further the Company hasalso stopped repayment of deposits matured for repayment from the aforesaid date. All thedebts of the Company i.e. debentures subordinated debts and deposits are matured forrepayment. The Company has provided for interest on deposits/debentures/debts up to 30thJune 2002 and not thereafter.

There are also many instances of settlement of debentures debts and public deposits atthe discounted rates with partial/full waiver of interest which has been done with mutualconsent. We are also informed that the remaining depositors/debenture holders/debt holdershave approached the Company for settlement of the dues and the Company is in the processfor the same.

As per the information given to us various Consumer Courts (including the AppellateAuthorities/Courts acting under the Consumer Protection Act) have passed the orders forthe repayment of certain deposits/debentures/debts with interest and other costs. Thedetailed information on these orders have not been made available to us. However we areinformed that the Company has settled the dues of such customers in many cases which alsoincludes settlement at discounted rates with partial/full waiver of interest and many ofthe remaining such persons have approached the Company for settlement.

We draw the attention to the Statement made by the Management of the Company in NoteNo. 5.01 of the Financial Statement which is as follows: "Considering the facts thatthe Company has settled the dues of depositors/debenture holders/debt holders at thediscounted rates as stated above that the remaining customers have approached the Companyfor settlement of their dues that the orders issued by the various consumer courtsincluding the appellate authorities/courts therein that the Company has settled the manyof such consumer court cases that the total debts of the Company have reducedconsiderably because of settlement as aforesaid and that the Company is exploring thepossibility of framing the new scheme of arrangement it is not feasible for the Companyto ascertain accurately its liability on any given date" Considering all the facts asgiven above we qualify our opinion that it is not feasible for us to ascertain accuratelythe liability of the Company as on the date of the Balance Sheet.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effect of the matter described in the Basis of QualifiedOpinion paragraph the financial statements give the information required by the Act inthe 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 atMarch 312017;

(b) in the case of the Statement of Profit and Loss of the Profit for the year endedon that date; and

(c) in the case of the Cash Flow Statement of the cash flows for the year ended onthat date.

Emphasis of matter

1. We draw the attention to Note 2.01 of the Financial Statements. The Company duringthe year with a view towards restructuring its liabilities has settleddeposits/debentures/subordinated debts at discounted rates. The same has been done withdue consent of the parties to deposits debentures and debts. The interest write backarising out of such settlement is considered as Extraordinary Income in the Statement ofProfit and Loss. Principal write back arising out of such settlement is considered ascapital receipt and taken directly to Capital Reserve (viz: Capital Reserve 2) in theBalance Sheet. This has been done as per the accounting policy followed by the Company asstated in Note No. 23.01 (I). The Company had made similar settlements during the earlieryears also by giving the similar accounting treatment. Our opinion is not qualified onthis matter.

2. We draw the attention to Note 23.12 of the Financial Statements. The Company hasearned Profit during the year and also during immediate previous financial year i.e. yearending 31st March 2016 due to exceptional income as disclosed in Note 20 and ExtraordinaryIncome as stated in Note 21 and also due to sale of shares held as stock in Trade asdisclosed in Note No.13.

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 Companies Act 2013 we give in the ‘Annexure A' a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by the Master Direction DNBS PPD.03/66.15.001/2016-17 dated 29.09.2016(RBI/DNBS/2016- 17/48) issued by the Reserve Bank of India Department of Non-BankingSupervision Central Office we give in the "Annexure B" a statement of mattersspecified in paragraph 3(A) & 3(B) of the order

3. In terms of press release issued by Reserve Bank of India dated 27.06.2001 we statethat:

a) The Certificate of Registration as issued by the Reserve Bank of India is not inforce since same was cancelled during December 2004.

b) The Company has not obtained credit rating.

c) The capital adequacy ratio is negative and accordingly the Company's loans advancesand investments are above the credit exposure limits.

d) The Company has not filed the prudential returns and annual returns as per reviseddirectives. However the Company has filed such returns as per the directives as prevailedtill 31st March 2011 i.e. prudential returns on half yearly basis and annual return once ayear.

e) The public deposits are matured for repayment but remained unpaid by the Company.However the Company has settled some of the deposits at discounted rates without interest.The Company has not provided/paid interest on deposits after 30th June 2002.

f) The Company has not created floating charge in favour of the depositors on thestatutory liquid assets invested.

g) The Company has not closed any of its branches during the year. Therefore thequestion of making any comments therein does not arise.

4. As required by Section 143(3) of the Act we report

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 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 account.

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) Our Qualifications as given under paragraph titled "Basis for qualifiedopinion" may have adverse effect on the functioning of the Company if the managementperception as detailed in Note 23.02 of financial statement does not materialize. Howeverour observation as given under paragraph titled "Emphasis of matter" will nothave adverse effect on the functioning of the Company.

f) The qualification/observations relating to the maintenance of accounts and othermatters connected therewith are as stated in the "Basis for Qualified Opinionparagraph" and "Emphasis of Matter paragraph" above.

g) We are of the opinion that the Directors of the Company are disqualified from beingappointed as Directors of other public companies under 164(2) of the Companies Act 2013for the reason that the Company has not fully discharged its liability towards matureddeposits/debentures/subordinated debts. However the management of the Company are of theopinion that its directors are not disqualified u/s 164(2) of the Companies Act 2013 forthe reasons as stated in Note 23.06 of the financial statement.

h) 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 C'; and

i) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:

1) The Company has stated vide Note 23.05 and 23.15 of the financial statement that theimpact of pending litigations on its financial position is not ascertainable for thereasons as stated in the aforesaid notes.

2) The Company did not have any long-term contracts including derivatives contracts forwhich there were any material foreseeable losses which has been confirmed by themanagement vide Note 23.16 of the financial statement.

3) The Company has not transferred any amount to the credit of Investor Education andProtection Fund during the year under audit for the reason as given by the managementvide Note 5.01 and 23.17 of financial statement. Accordingly commenting on delay intransferring the amounts to the aforesaid fund does not arise.

4) The Company has provided requisite disclosures in the Financial Statement as toHoldings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on the audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management in Note No.23.10.

For PAI NAYAK & ASSOCIATES

Chartered Accountants

Firm's Registration Number: 009090S

sd/-

AMMUNJE VENKATESH NAYAK

Partner

Membership Number : 204685

Place: MANIPAL

Date : 30.05.2017

ANNEXURE "A" TO INDEPENDENT AUDITOR'S REPORT (Issued to the Members ofMANIPAL FINANCE CORPORATION LIMITED) REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING"REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF EVEN DATE

As required by the Companies (Auditor's Report) Order 2016 (hereinafter referred to as"the order") issued by the Central Government under Section 143(11) of theCompanies Act 2013 and on the basis of such checks as we considered appropriate andaccording to the information and explanations given to us we further report that

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

of fixed assets.

b) According to the information and explanations given to us the fixed assets otherthan those under lease have been physically verified by the management during the periodand no material discrepancies were noticed on such verification as compared to availablerecords. In respect of leased assets physical verification has not been done during theyear.

c) According to the information given to us and on the basis of our examination alltitle deeds of freehold immovable properties are held in the name of the Company. Thetitle deeds of leasehold immovable properties are supported by Memorandum of agreemententered into with the lessor. We are informed that the original title deeds in respect ofimmovable properties of land and buildings (both freehold and leasehold) whose titledeeds have been pledged as security for debentures are lying with the Debenture Trusteeas evidenced by the records produced before us and accordingly we have given our report asabove based on the examination of copies of the above said documents.

2. According to the information and explanations given to us the inventories whichconsist of shares and securities have been physically verified by the management duringthe year at reasonable intervals. No material discrepancy was noticed on physicalverification of stocks by the management as compared to book records.

3. As per the information and explanation given to us the Company during the year hasnot granted loans secured or unsecured to/from companies firms LLP or other partiescovered in the register maintained under Section 189 of the Act. Hence further commentingon clause (iii) of para 3 of the said order does not arise.

4. According to the information and explanations given to us the Company has not givenloans made any investments or provided any guarantee or security during the year underaudit. Accordingly the question of reporting on compliance of Section 185 and 186 of theAct does not arise. Therefore the paragraph 3(iv) of the Order is not applicable to theCompany.

5 In our opinion and according to the information and explanation given to us theCompany has complied with the directives issued by the Reserve Bank of India theprovision of Section 73 to 76 of the Companies Act 2013 Companies (Acceptance ofDeposit) Rules 2014 and Non-Banking Financial Companies (Reserve Bank Directions) withregard to acceptance of deposit from public subject to the exception of renewal ofdeposits up to 18.01.2000 with maturity dates falling beyond 31st December 2003non-payment of principal/interest as and when it became due. Our other observations arebeing made in main audit report under the head ‘Basis for qualified opinion "However no fresh deposits accepted/renewed during the year under audit. We are informed bythe management that the Company has not received any order by Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunalin respect of deposits except the orders from various Consumer Courts (including theAppellate Authorities/Courts acting upon under Consumer Protection Act) regardingrepayment of proceeds of debentures/debts/deposits with interest and other costs. Thedetailed information on these are not made available to us. Therefore we are not in aposition to comment on the compliance of aforesaid orders. However we are informed thatthe Company has settled the dues of many of such cases which also includes settlement atdiscounted rates. The Company has also received the order from Reserve Bank of Indiaduring December 2004 canceling the certificate of registration.

6. The Central Government has not prescribed maintenance of cost records under clause(d) of Sub-section (1) of Section 148 of the Companies Act 2013. Therefore the questionof making further comments therein does not arise.

7. a) According to the information and explanation given to us the Company is regularin depositing undisputed statutory dues (i.e. provident fund employees' state insuranceincome tax sales tax service tax customs duty excise duty value added tax cess andother statutory dues) with the appropriate authorities and there are no arrears ofoutstanding statutory dues as at the last day of the financial year concerned for a periodof more than six months from the date they became payable.

b) According to the records of the Company there are no dues of Sales Tax Income TaxCustom Duty Service Tax Excise Duty Value added tax which have not been deposited dueto any dispute.

8. Based on our audit and according to the information and the explanations given tous we are of the opinion that the Company has during the year defaulted in payment ofdues to the debenture holders amounting Rs.50339 thousands (P Y Rs.61981 thousands).Interest on debentures not paid/provided since 1st day of July 2002. However a scheme ofarrangement was submitted before the Hon'ble High Court of Karnataka to repay thedebenture with interest thereon in the manner mentioned in the Note No. 5.01 to thefinancial statements. But the scheme is since withdrawn and the Company is exploring thepossibility of presenting a new scheme of arrangement as detailed in Note No.5.01 asaforesaid.

9. In our opinion and according to the information and explanation given to us nomoneys were raised by the Company by way of initial public offer or further public offer(including debt instruments) during the year under audit.The Company has also not raisedany term loan during the year under audit. Hence further commenting on clause (ix) of para3 of the said Order does not arise.

10. Based on the audit procedures performed and the information and explanations givento us we report that no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year nor have we been informed of suchcase by the management.

11. According to the information and explanation given to us no managerialremuneration has been paid during the year under audit. Therefore the clause (xi) of para3 of the Order is not applicable to the Company.

12. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order isnot applicable.

13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of the Act wherever applicable and the details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

14. According to the information and explanations given to us and based on ourexamination 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. Accordingly paragraph 3(xiv) of the Order is not applicable.

15. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Therefore the question ofcompliance with Section 192 of the Companies Act 2013 does not arise. Accordingly theparagraph 3(xv) of the Order is not applicable.

16. The Company was registered under Section 45-IA of the Reserve Bank of India Act1934. However The Certificate of Registration as issued by the Reserve Bank of India isnot in force since same was cancelled during December 2004.

For PAI NAYAK & ASSOCIATES

Chartered Accountants

Registration Number: 009090S

sd/-

AMMUNJE VENKATESH NAYAK

Partner

Membership No.: 204685

Place : MANIPAL

Date : 30.05.2017

ANNEXURE "B" TO INDEPENDENT AUDITOR'S REPORT (Issued to the Board ofDirectors of Manipal Finance Corporation Limited)

REFERRED TO IN PARAGRAPH 2 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS" OF EVEN DATE

Additional Report to Board of Directors as per Master Direction DNBS.PPD.03/66.15.001/2016-17 (hereinafter referred to as "the Directions") issued byReserve

Bank of India dated 29th September 2016

I. The Company had applied for registration as provided in Section 45-IA of the ReserveBank of India Act 1934 (2 of 1934) on 25.06.1997 and it had received the certificate ofRegistration from Reserve Bank of India vide Letter No. DNBS (BG) 2618/09.01.04/97-98dated 19.02.1998 (Certificate No. 02.00014 dated 14.02.1998). As per the documentsproduced before us the Reserve Bank of India has cancelled the registration vide letterNo. DNBS (BG) No./01C.03.0164/2004-05 dated 24th December 2004. Accordingly the Companydoes not hold Certificate of Registration at any time during the year.

II. As stated in Paragraph I above the Company does not hold Certificate ofRegistration from Reserve Bank of India at any time during the year and accordingly thequestion of further reporting on entitlement to hold the Certificate of Registration doesnot arise.

III. The Company is having negative Net Owned Funds and accordingly has not met therequired net owned fund as laid down in Master Direction - Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions 2016 andMaster Direction - Non-Banking Financial Company - Systemically Important Non-Deposittaking Company and Deposit taking Company (Reserve Bank) Directions 2016.

IV. The Company has not accepted or renewed the deposits during the year. However thereare public deposits accepted during earlier years are outstanding as on the date ofBalance Sheet. As per the information given to us and as evident from the records producedbefore us the deposits outstanding as on 31st March 2017 are matured for repayment andremained unpaid as on date of Balance Sheet and during the year.

a) The Company has not accepted the deposits from the public by issue of unsecurednon-convertible debentures/bonds.

b) The Company has not accepted public deposits from its shareholders and

c) The Company has not accepted any other deposits which are not excluded from thedefinition of ‘public deposit' in the Non-Banking Financial Companies Acceptance ofPublic Deposits (Reserve Bank) Directions 2016.

Further no such amounts (as stated in clause a b and c) are outstanding as on 31stMarch 2017.

V. As per the information given by the management and evident from the records thepublic deposits held by the Company are in excess of the quantum of such depositspermissible to it under the provisions of Non-Banking Financial Companies Acceptance ofPublic Deposits (Reserve Bank) Directions 2016 and such deposits are not regularized inthe manner provided in the said Directions.

VI. As per the information given by the Management and evident from records the Creditrating for fXed deposits of MB assigned by the Credit Rating Agency viz. Investmentinformation and Credit Rating Agency on 04.01.1999 is no longer valid. However the Companyhas stopped accepting/renewing deposits since 18th January 2000.

VII. As per the information given by the management and evident from the records thecapital adequacy ratio as disclosed in the return submitted to the Bank in the terms ofthe Non-Banking Financial Company - Systemically Important Non-Deposit Taking Company andDeposit Taking Company (Reserve Bank) Directions 2016 has been correctly determined beingnegative and restricted to zero. The Company has not attained Capital Adequacy ratio asprescribed by Reserve Bank of India during the year.

VIII. As per the information provided by the management and from evident from therecords the Credit rating for fixed deposits of MB assigned by the Credit Rating Agencyviz. Investment information and Credit Rating Agency on 04.01.1999 is no longer valid.Hence paragraph 3(B) (v) of the directions does not apply. Accordingly the whole of thepublic deposits outstanding as on the date of Balance Sheet is considered to be in excessof the limits.

IX. As per the information given by the Management and evident from records the Companyhas stopped accepting and renewing Public Deposits since 18th January 2000. Hencecommenting on paragraph 3(B) (vi) of the directions does not arise.

X. The Company has not accepted or renewed the Public deposits during the year. As perthe information given to us and as evident from the records produced before us thedeposits outstanding as on 31st March 2017 are matured for repayment and remained unpaidas on date of Balance Sheet.

XI. The Company has complied with the prudential norms on income recognitionaccounting standards asset classification provisioning for bad and doubtful debts andconcentration of credit/investments as specified in the Directions issued by the Bank interms of the Master Direction - Non-Banking Financial Company - Systemically ImportantNon-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016.However all the loans advances and investments as on 31.03.2017 have exceeded theexposure limits specified by Reserve Bank of India as the Company's net owned funds isnegative.

XII. The Company has maintained a sum of Rs.928 thousands (Including Accrued interest)as SLR Deposit (in Term Deposit of Nationalized Bank) as against the total unpaidprincipal portion of public deposit (as on 31st March 2017) of Rs.1353 thousands and asper the records produced before us the details of the designated Bank in which theapproved securities/deposits are held is communicated to the concerned office of the Bankin terms of NBS-3; Non-Banking Financial Company Returns (Reserve Bank) Directions 2016.

XIII. The Company has not prepared the Return on deposits in NBS1 as per reviseddirectives. However the Company has prepared the return on deposits on annual basis underthe old norms. Company has submitted the aforesaid return to the Reserve Bank of Indiafor the year ending 31st March 2016. As evident from the records produced before us and asper information given to us the aforesaid returns have been posted before 30th Sept.2016. The return for the year ending 31st March 2017 is not yet prepared by the Company.

XIV. The Company has not furnished to the Reserve Bank of India the quarterly return onprudential norms as specified in the Non-Banking Financial Company Returns (Reserve Bank)Direction 2016. However the Company has filed belatedly the returns on prudential normson half-yearly basis (under the old norms). However the returns for the half-year ending31st March 2017 not yet filed.

XV. As per the information and explanations given to us the Company has not opened anybranches and as explained to us no agents are appointed as the Company is not acceptingany fresh deposits on or after January 18th 2000. As per the information made availableto us and as per the documents produced before us the Company has not closed any Branchesduring the year ending 31st March 2017.

For PAI NAYAK & ASSOCIATES

Chartered Accountants

Registration Number: 009090S

sd/-

AMMUNJE VENKATESH NAYAK

Partner

Place : MANIPAL

Date : 30.05.2017

ANNEXURE "C" TO INDEPENDENT AUDITOR'S REPORT (Issued to the Members ofManipal Finance Corporation Limited)

REFERRED TO IN PARAGRAPH 3(h) UNDER THE HEADING "REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS" OF EVEN DATE

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

We have audited the internal financial controls over financial reporting of ManipalFinance Corporation Limited ("the Company") as of 31st March 2017 in conjunctionwith our audit of the 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 Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include 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.

Auditor's 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 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 controls systemover 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 authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention of timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitation 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.

Basis for issue of qualified opinion

The Company has not verified the Fixed Assets under lease falling under the head"leased machineries and equipment" & "leased vehicles andfurniture" of Note 6 of the Financial Statement.

Qualified Opinion

In our opinion except for the effect of the matter described in the Basis of QualifiedOpinion paragraph 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 31st March 2017 based on theinternal controls 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 PAI NAYAK & ASSOCIATES

Chartered Accountants

Registration Number: 009090S

sd/-

AMMUNJE VENKATESH NAYAK

Partner

Membership No.: 204685

Place : MANIPAL

Date : 30.05.2017