Oscar Investments Ltd Directors Report.

To the Members of

Oscar Investments Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Oscar Investments Limited (the Company), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone 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 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 standalone 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 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 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 standalone 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 the standalone financial statements.

Basis for Qualified Opinion

As mentioned in Note 31(e) to the financial statements, the Company has not made provision for interest amounting to Rs 2,783.34 lakhs on short term borrowings from related parties and other bodies corporate. Had the company provided for the same, the finance cost would have been increased by Rs 2,783.34 lakhs and loss for the year and shareholders funds would have been reduced by Rs 2,783.34 lakhs.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of matters described in the paragraph under the Basis for Qualified Opinion, 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;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2018.

b) In the case of the Statement of Profit & 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.

Emphasis of Matters

1. We draw attention to Note 31 (d) in the financial statements regarding the non provision of interest income on loans classified as non - performing assets in view of the Prudential norms prescribed by RBI. The amount of such loans, outstanding at the year end aggregate to Rs 112,621.41 lakhs and the interest income not accounted aggregates to Rs 15,352.49 lakhs.

2. The Company Secretary has resigned during the year and the Company is in the process of appointing a Company Secretary as required under the provisions of the Companies Act, 2013.

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, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and, except for the matters described in the Basis of Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) except for the possible effects of paragraph on matters described in the Basis for Qualified Opinion above, 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, 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 paragraph on matters described in the Basis for Qualified Opinion, 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) the matters described in the Basis for Qualified Opinion paragraph above, in our opinion may have an adverse effect on the functioning of the Company;

(f) on the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above;

(h) 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

(i) with respect to the other matters to be included in the Auditors 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 impact of pending litigations on its financial position in its financial statements - (Refer Note 31(b), 31(c) and 31(f) to the financial statements);

ii) the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) there was no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

For M. S. Sekhon & Co.
Chartered Accountants
ICAI Registration No. 003671N
Sd/-
(Rajiv Tandon)
Place : New Delhi Partner
Dated : 6th June, 2018 Membership No. 087343

Annexure - A to the Auditors Report

(Referred to in Paragraph (1) under the heading "Report on the Legal and Regulatory Requirement" of our Report of even date):

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified at reasonable interval. In accordance with this programme, certain fixed assets were verified during the year and no discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) The Company being Non Banking Finance Company (NBFC) does not have any inventory and thus clause 3(ii) of the Companies (Auditors Report) Order, 2016 is not applicable to the Company.

(iii) The Company has granted loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (the Act).

According to the information and explanation given to us, we are of the opinion that the terms and conditions of unsecured loans given by the Company to two Companies covered in the register maintained under section 189 of the Companies Act, 2013 are prejudicial to the interest of the Company as the Company has not charged interest on the aforesaid loans which have been classified as non - performing assets. The outstanding amount of such loans as on 31st March, 2018 is Rs 7,143.21 lakhs.

In the case of the loans given by the company, these are repayable on demand and therefore the question of overdue amount does not arise.

(iv) In our opinion according to the information and explanations given to us, the Company has not given any loan, guarantee or security to or on behalf of any of the Directors as stipulated under section 185 of the Act and the Company has complied with provisions of section 186 of the Companies Act, 2013 in respect of the loans and investments made.

(v) Based on our scrutiny of the Companys records and according to the information and explanations given to us, in our opinion, the Company has not accepted deposits from the public in terms of the provisions of the section 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, and other statutory dues as applicable have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees state insurance, custom duty, excise duty and cess.

b) As at 31st March 2018, the following are the particulars of statutory dues that have not been deposited on account of any dispute;

Name of Statute Nature of Dues Forum where the dispute is pending Period to which the amount relates (Financial Year) Amount involved (Rs in lakhs)
Service Tax Service Tax on legal services # 2012 -13 0.19
Service Tax Service Tax on legal services # 2013-14 3.89
Service Tax Service Tax on legal services # 2014-15 12.61
Service Tax Service Tax on legal services # 2015-16 0.75
Service Tax Service Tax on legal services # 2016-17 242.26
Service Tax Service Tax on legal services # 2017-18 201.74

# Stay order by Honble High Court of Delhi against the levy of service tax on legal services and hence not deposited by the company.

(viii) The Company has defaulted in repayment of Rs 56,500.00 lakhs (Principal amount) in respect of loan availed from Yes Bank Ltd. The default occurred on 20th July 2017 being the date on which the credit facility granted to the Company was recalled by the Bank and this was not settled till 31st March 2018 and accordingly the period of default is 7 months.

(ix) 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.

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

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid managerial remuneration in accordance with the provisions of the Companies Act, 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) 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 have been generally entered into by the Company in its ordinary course of business on an arms length basis except for transactions relating to loans given to six related parties during the year on which no interest has been charged. The outstanding amount of such loans on which interest has not been charged as at the end of the year aggregate to Rs 1,12,603.70 lakhs.

The detail of related party transactions has been disclosed in the financial statements as required by the applicable accounting standard.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) 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 him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company being a NBFC, is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. The registration as required has been duly obtained and the registration number issued to Company is B-14.01958 dated 7th September 2000. However, the Company is not in compliance with the minimum Net Owned Fund requirement as stipulated by RBI for NBFC Companies.

For M. S. Sekhon & Co.
Chartered Accountants
ICAI Registration No. 003671N
Sd/-
(Rajiv Tandon)
Place : New Delhi Partner
Dated : 6th June, 2018 Membership No. 087343