Apple Credit Corporation Ltd Auditor Reports

To

The Members of Abhayam Trading Limited

(formerly Apple Credit Corporation Limited)

Report on the Financial Statements

We have audited the accompanying financial statements of Abhayam Trading Limited(formerly Apple Credit Corporation Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2016 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.

Management’s 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 and presentation of these standalone 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 princi ples 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

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial 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 there under.

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 and 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 the 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. An audit also includes evaluating the appropriateness of the 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 these financial statements.

Basis for Qualified Opinion

Attention is invited to Note No. 19 to the Financial Statements regarding preparation of the financial statements on "Going Concern" basis, while the net worth being completely eroded and registration to carry on the princi pal business as a Non-Banking Finance Company being cancel led by the regulators, the Company is currently pursuing the realization of dues to the Company and settlement of existing Lenders. Other than this, the Company has not been carrying on business activity, notwithstanding this, the financial statements have been prepared as that of a going concern and consequently the terminal values of various assets and liabilities have not been determined, and we are therefore unable to express our opinion whether the preparation of the financial statements on a going concern assumption is appropriate or not.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion Paragraph, the 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 princi ples generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016

b) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the 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 sub-section (11) of section 143 of the Act, we give in the Annexure "A" a statement on the matters specified in the paragraph 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 best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this Report are in agreement with the books of account.

d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2013;

e) On the basis of the written representations received from the directors as on 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the Operating effectiveness of such controls, refer to our separate Report in the Annexure B, and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 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 effect of the pending litigation in its financial statements as mentioned in Note 29 of the Notes to the Accounts.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, in respect of long-term contracts.

The Company has not entered into any derivative contract during the year.

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

	For BRAHMAYYA & CO.,
	Chartered Accountants
	Firm Regn. No: 000511S
	N SRI KRISHNA
Place: Chennai	Partner
Date : 30th May, 2016	Membershi p No. 26575

"Annexure A" to the Independent Auditor’s Report of even date on the Financial Statements of Abhayam Trading Limited

Referred to in Other Legal and Regulatory Requirements paragraph of our report

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

(b) According to the information and explanations given to us, fixed assets have been physically verified by the management at reasonable intervals.

(c) The title deeds of Immovable properties is held in the name of the company.

2. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

(c) Based on our audit procedures and on the information and explanations given by the Management, there are no dues of Sales tax, Service tax, cess outstanding on account of any dispute except Income tax:

Nature of Dues	Assessment Year/Period	Nature of Dues Amount (in lakhs)	Forum where Dispute is Pending with
Income Tax	2007-08	167.25	Appeal pending with ITAT
Income tax	2008-09	1445.97	Appeal pending with ITAT

3. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

4. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

5. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

6. The Company registration with Reserve Bank of India as Non-Banking Finance Company has been cancelled by Reserve Bank of India in December, 2003.

7. The provisions of Clauses of Paragraph 3 of the Companies (Auditor’s Report) Order, 2016 listed below are not applicable to the Company for the year:

a. Clause (ii) regarding the physical verification of inventory since the company do not carry any inventory.

b. Clause (iii) regarding granting of loans since no loans granted to the parties covered in the register maintained under section 189 of the Act.

c. Clause (iv) regarding loans, investments, guarantee and security under section 185 and section 186 of the Companies Act 2013 since the company has not made any loans, investments, guarantee and security.

d. Clause (v) regarding acceptance of deposits since no deposits have been accepted by the company.

e. Clause (vi) regarding the provisions of the maintenance of cost records prescribed under sub-section (1) of Section 148 of the Act do not apply to the company.

f. Clause (viii) regarding the default in repayment of loans or borrowing from financial institution, bank, Government or dues to debenture holders since the company does not have any borrowing.

g. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

h. Clause (xi) regarding managerial remuneration paid/provided for in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act since the company do not have the managerial person appointed according to section 197.

i. The Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

j. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of clause 3 (xiv) of the Order are not applicable to the Company

	For Brahmayya & Co.,
	Chartered Accountants
	Firm Regn. No: 000511S
Place: Chennai
Date: 30th May, 2016
	N Sri Krishna
	Partner
	Membershi p No. 26575

"Annexure B" to the Independent Auditor’s Report of even date on the Financial Statements of Abhayam Trading Limited

1. 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 Abhayam Trading Limited (formerly Apple Credit Corporation Limited) ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

2. Management’s Responsibility for Internal Financial Controls

The Company’s 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 Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 company’s 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.

3. 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, to the extent applicable to an audit of internal financial controls, 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 auditor’s 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 Company’s internal financial controls system over financial reporting.

4. 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 princi ples. 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 princi ples, and that recei pts and expenditures of the company are being made only in accordance with authorisations of 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.

5. 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.

6. Qualified Opinion on adequacy and operating effectiveness of Internal Financial Controls Over Financial Reporting

Qualified opinion

According to the information and explanations given to us and based on our audit, in the absence of any business operations carried on by the company the question of commenting on the existence of appropriate internal financial controls for authorisation and approval for the operations of the company does not arise.

The Company neither has any Standard Operating procedures nor Documentation in regard to operations of the company which are framed and adopted by the Company.

Since the Company has not been carrying on any business activities, read with the fact that the company neither has any internal control systems nor documentation in regard to operations of the Company, we are unable to comment on the impact arising on account of lack of above internal control systems on the financial statements as at 31st March, 2016

	For Brahmayya & Co.,
	Chartered Accountants
	Firm Regn. No: 000511S
Place: Chennai
Date: 30th May, 2016
	N Sri Krishna
	Partner
	Membershi p No. 26575