Yule Financing & Leasing Co Auditors Report


To,

The Members of,

YULE FINANCING & LEASING CO. LTD.

Standalone Report on the Financial Statements

We have audited the accompanying standalone financial statements of YULE FINANCING & LEASING CO.LTD. (The Company), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial standalone statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan arid perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on Whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at 31 st March, 2017 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013, we give in the Annexure A statement on the specified in paragraphs 3 and 4 of the order 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 best of 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 the Company so far as it appears from our examination of those books;

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

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014

e. on the basis of the written representations received from the Directors as on

31stMarch, 2017 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2017 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 financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B and

g. With respect to the other matter to be included in Auditors Report in accordance with Rule of the Companies (Audit and Auditors)Rule 2014 in our opinion and to the best of our information and according to the explanations given to us :

i) The Company has disclosed the impact off pending litigations on its financial position its financial statement.

ii) The Company does not have any long term contracts including derivative contracts for which there will be any material foreseeable losses.

iii) There is no amount, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Nandy Haider & Ganguli
Chartered Accountants
Firms Registration No. - 302017E
S.N. Bandyopadhyay
Place: Kolkata Partner
Date: 30.05.2017 Membership No. 052246

ANNEXURE A TO THE AUDITOR S REPORT

The Annexure referred to in our Independent Auditors Report to the members of the company on the standalone the financial statements for the year ended 31st March, 2017, we report that;

(i) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The written down value of fixed assets being insignificant prescribed verification has not been done by the management.

(ii) The Company being a servicecompany does not hold any physical inventory. Thus, paragraph 3(ii) is not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us the Company has not granted any loans to directors and not made any loan and investment by the company under sections 185 and 186 of the companies Act 2013

(v) The Company has not accepted any deposits during the year from the public.

However, the directives issued by RBI and the provisions of sections 58A (U/s 73 & 76 of Companies Act, 2013) and 58AA of the Companies Act,1956 and other relevant provisions of the Act and rules framed thereunder have not been complied with in so far as it relates to the repayment of principal and interest thereon. The orderpassed by the Company Law Board has also not been complied with. The Company, however, has preferred an appeal to Honbl High Court for revision. Honbl High Court has disposed of the Companies appeal directing CLB to rehear the matter. The order from CLB is still awaited (refer items (b) & (c) of Note 2).

(vi) The Central Government has not prescribed under section 148(1) of the Companies Act to the company for maintenance of cost records.

(vii) According to the records of the Company, the Company is generally regular in depositing the undisputed statutory dues like Provident Fund, Employees State Insurance, Wealth Tax, Income Tax, Customs Duty, Sales Tax, Service Tax, Cess and other Statutory dues with the appropriate authorities. There were no undisputed statutory dues outstanding for a period of more than 6 months from the date they became payable as at year-end.

b) According to the records of the company and information and explanations given to us there are dues of Income Tax and Sales Tax amounting to Rs45758453 and Rs560716 respectively which have not been deposited on account of various disputes which are under consideration of Appellate Authority, the details of which are set out in note (d) of Notes on Accounts -2.

Viii) The Company does not have any loan dues from any financial institution or bank therefore question of any default does not arise

ix) According to the information and explanations given to us, the Company has not raised any money or taken any Term Loan during the year. Hence the question does not arise.

x) According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

xi) In our Opinion and according to the information and explanations given to us the Company has not paid/provided managerial remuneration section 197 read with schedule V to the Companies Act, 2013.

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

xiii) According to the information and explanations given to us, the provisions are not applicable under section 177. However details of related party transactions under section 188have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the Company.

xv) In our opinion and according to the information and explanations given to us during the year the Company has not entered into any non-cash transaction with its director or directors of its holding, subsidiary or associate Company or person connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi) The registration under section 45 1A of the Reserve Bank India Act, 1934 has since been cancelled.

For Nandy Haider & Ganguli
Chartered Accountants
Firms Registration No. - 302017E
S.N. Bandyopadhyay
Place: Koikata Partner
Date: 30.05.2017 Membership No. 052246

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of YULE FINANCING & LEASING CO. LTD. (The Company") as of March 31,2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of the Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the Company are being made only in accordance with authorisations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys 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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.

For Nandy Haider & Ganguli
Chartered Accountants
Firms Registration No. - 302017E
S.N. Bandyopadhyay
Place: Kolkata Partner
Date: 30.05.2017 Membership No. 052246