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Sundaram Finance Holdings Ltd.

BSE: 535060 Sector: Financials
NSE: SUNDARMHLD ISIN Code: INE202Z01029
BSE 05:30 | 01 Jan Sundaram Finance Holdings Ltd
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Sundaram Finance Holdings Ltd. (SUNDARMHLD) - Auditors Report

Company auditors report

To

The members of

Sundaram Finance Holdings Limited

(formerly known as Sundaram Finance Investments Limited and Sundaram FinanceDistribution Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SUNDARAM FINANCEHOLDINGS LIMITED (formerly known as Sundaram Finance Investments Limited and SundaramFinance Distribution Limited) ("the Company") which comprise the Balance Sheetas at 31st March 2018 the Statement of Profit and Loss the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the 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 including the Accounting Standardsspecified under Section 133 of the Act read with relevant rules issued thereunder. 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 frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors' 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing issued by Institute of Chartered Accountants ofIndia as specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe 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 a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the 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 standalone 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 31stMarch 2018 its profit and cash flows for the year ended on that date.

Other Matters

The Company had prepared the standalone financial statements for the year ended 31stMarch 2017 in accordance with the Accounting Standards specified under Section 133 of theAct read with relevant rules issued thereunder and the accounting principles generallyaccepted in India which were audited by another auditor who vide their report dated 20thApril 2017 has issued an unmodified opinion on those standalone financial statements.

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 enclose in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the said Order.

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 account 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 Statement of Profit and Loss and the Cash Flow Statementdealt with by tills 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 relevant rulesissued thereunder;

e. On the basis of written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31st March2018 from being appointed as a director in terms of Section 164 (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 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 litigations which would impact its financialposition;

ii. The Company did not have any long-term contracts including derivative contracts 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.

For R.G.N. PRICE & CO.

Chartered Accountants

Firm Registration No. 002785S

K. Venkatakrishnan

Partner

Membership No. 208591

Place: Chennai

Date: 24th May 2018

"Annexure A" to the Independent Auditors' Report

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements'section of our Audit Report of even date to the Members of SUNDARAM FINANCE HOLDINGSLIMITED (formerly known as Sundaram Finance Investments Limited and Sundaram FinanceDistribution Limited) on the standalone financial statements of the company for the yearended 31st March 2018)

I a. The Company has maintained proper records for its Property Plant and Equipmentshowing full particulars including quantitative details and situation of those assets;

b. The Company has conducted physical verification of Property Plant and Equipmentduring the year and no material discrepancies were observed during such verification;

c. The Company has got certain immovable properties transferred from the transferorcompany vide composite scheme of arrangement approved by the Hon'ble National Company LawTribunal vide its order dated 12th January 2018. Accordingly we were informed that thecompany is in the process of transferring the title deeds of those immovable properties inits name.

II The Company does not have any inventory and hence reporting under clause 3 (ii) isnot applicable.

III According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies firms or other parties covered inthe Register maintained under Section 189 of the Act.

IV The Company has complied with the provisions of Sections 185 and 186 of the Act inrespect of investments made during the year. According to the information and explanationsgiven to us the Company has not granted any loans or guarantees or securities during theyear as envisaged under section 185 and 186 of the Act.

V The Company has not accepted any deposits and the provisions of Sections 73 to 76 ofthe Act and the rules framed there under are not applicable to the Company.

VI The Central Government has not prescribed maintenance of cost records under Section148(1) of the Act.

VII a. According to the information and explanations given to us and records of theCompany examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Service Tax Goods and Services Tax Cess and any other statutory dues as applicableto it with appropriate authorities. There are no arrears of undisputed statutory duesoutstanding as at 31st March 2018 for a period of more than six months from the date theybecome payable.

b. According to the information and explanations given to us and records of theCompany examined by us there are no dues of Income Tax Service Tax Goods and ServiceTax or Cess pending on account of any dispute as at 31st March 2018.

VIII The Company has not obtained any loans or borrowings from financial institutionsbanks Government nor has issued any debentures during the year.

IX The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) or term loans during the year.

X During the course of our examination of books and records of the Company carried outin accordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us we have neither observed any instances of fraudby the Company or any fraud on the Company by its officers or employees nor have we beeninformed of such case by the Management during the year.

XI The Company has paid/provided for managerial remuneration within the limits ofSection 197 read with Schedule V to the Act.

XII The Company is not a Nidhi Company and hence reporting under clause (xii) of theorder is not applicable.

XIII In our opinion and according to the information and explanations given to us alltransactions with the related parties are in compliance with Sections 177 and 188 of the

Act and the details have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

XIV The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review.

XV According to the information and explanations given to us and based on ourexamination of records the company has not entered into any non-cash transactions withdirectors or persons connected with them contravening Section 192 of the Act.

XVI As informed to us the Company being a exempted Core Investment Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For R.G.N. PRICE & CO.

Chartered Accountants

Firm Registration No. 002785S

K. Venkatakrishnan

Partner

Membership No. 208591

Place: Chennai

Date: 24th May 2018

"Annexure B" to the Independent Auditors' Report referred to in Clause (f) ofParagraph of Report on Other Legal and Regulatory Requirements of our report of even dateon the Standalone financial statements of SUNDARAM FINANCE HOLDINGS LIMITED (formerlyknown as Sundaram Finance Investments Limited and Sundaram Finance Distribution Limited)for the year ended 31st March 2018.

We have audited the internal financial controls over financial reporting of SUNDARAMFINANCE HOLDINGS LIMITED (formerly known as Sundaram Finance Investments Limited andSundaram Finance Distribution Limited) (Rs. the Company') as of March 31 2018 inconjunction with our audit of standalone financial statements of the Company for the yearended 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013 ("the Act").

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 Reportingand the Standards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both issued by the Institute ofChartered Accountants of India. Those Standards and Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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.

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 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

According to the information and explanations given to us and based on our audit inour opinion the Company has maintained in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as of March 31 2018 based on internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For R.G.N. PRICE & CO.

Chartered Accountants

Firm Registration No. 002785S

K. Venkatakrishnan

Partner

Membership No. 208591

Place: Chennai

Date: 24th May 2018