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Nifty 25,966.40 +0.58%

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Auditor Report of Mangal Credit And Fincorp Ltd.

Mar 31, 2025

We have audited the accompanying Financial
Statements of Mangal Credit and Fincorp Limited
(âthe Companyâ), which comprise the Balance
Sheet as at March 31^st, 2025 and the Statement of
Profit and Loss (including Other Comprehensive
Income), the Cash Flows Statement and the
Statement of Changes in Equity for the year then
ended, and notes to the Financial Statements,
including a summary of material accounting
policies and other explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid Financial Statements give the
information required by the Companies Act, 2013
(âthe Actâ) in the manner so required and give a
true and fair view in conformity with the Indian
Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended
(âInd ASâ), and other accounting principles
generally accepted in India, of the state of affairs
of the Company as at March 31^st, 2025 and its
profit, total comprehensive income, its cash
flows and the changes in equity for the year then
ended.

2. Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities
under those Standards are further described in
the Auditorâs Responsibilities for the Audit of the
Financial Statements in paragraph 6 below of
our report. We are independent of the Company
in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India
(âICAIâ) together with the ethical requirements
that are relevant to our audit of the Financial
Statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for
our opinion on the Financial Statements.

3. Key Audit Matters

Key audit matters are those matters which, in our
professional judgment, were of most significance
in our audit of the Financial Statements of the
current period. These matters were addressed
in the context of our audit of the Financial
Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters. We have determined
the matter described below to be the key audit
matter to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

The Company recognises Expected
Credit Losses (ECL) on loan assets
under IND AS 109 âFinancial
Instrumentsâ based on the Expected
Credit Loss model developed by the
Company. The estimation of expected
credit loss on financial instruments
involves significant judgement and
estimates. Key estimates involve
determining Exposure at Default
(EAD), Probability at Default (PD)
and Loss Given Default (LGD)
using historical information and
Management risk assessment of
present underlying financial assets.
Hence, we have considered the
estimation of ECL as a Key Audit
Matter.

Our audit incorporated the following procedures with regard to

ECL: -

â¢ Assessed the accounting policy for impairment of financial
assets and its compliance with IND AS 109.

â¢ Obtained an understanding of the Companyâs ECL calculation
and the underlying assumptions.

â¢ Tested the design and effectiveness of internal controls over the
completeness and accuracy information used in the estimation
of PD and LGD.

â¢ Sample testing of the accuracy and appropriateness of
information used in the estimation of PD and LGD.

â¢ Tested the arithmetical accuracy of the computation of PD and
LGD and also performed analytical procedures to verify the
reasonableness of the computation.

â¢ Reconciled the total financial assets considered for ECL
estimation with the books of accounts to ensure the
completeness.

â¢ Assessed the adequacy and appropriateness of the presentation
and disclosures in compliance with the applicable Ind AS.

4. Information Other than the Financial
Statements and Auditorâs Report thereon

The Companyâs Management and Board of
Directors are responsible for other information.
Other information comprises the information
included in the Annual Report, but does not
include the Financial Statements and our auditorâs
report thereon. Other information comprises the
information included in the Annual Report are
expected to be made available to us after the date
of this auditorâs report.

Our opinion on the Financial Statements does not
cover other information and we do not express
any form of assurance, conclusion thereon.

In connection with our audit of the Financial
Statements, our responsibility is to read the
other information when it becomes available
and, in doing so, consider whether the other
information is materially inconsistent with the
Financial Statements or our knowledge obtained
in the audit or otherwise appears to be materially
misstated.

When we read other information comprising the
information included in the Annual Report and
we conclude that there is a material misstatement
therein, we are required to communicate the
matter to those charged with governance.

5. Managementâs Responsibility for the Financial
Statements

The Companyâs Management and Board of
Directors are responsible for the matters stated
in section 134(5) of the Act with respect to
the preparation of these Financial Statements
that give a true and fair view of the financial
position, financial performance including other
comprehensive income, cash flows and changes
in equity of the Company in accordance with the
Ind AS and other accounting principles generally
accepted in India. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of 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.

In preparing the Financial Statements, the
Management and Board of Directors are
responsible for assessing the Companyâs ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern and
using the going concern basis of accounting
unless the management either intends to
liquidate the Company or to cease operations,
or has no realistic alternative but to do so. The
Companyâs Board of Directors are also responsible
for overseeing the Companyâs financial reporting
process.

6. Auditorâs responsibilities for the audit of the
Financial Statements

Our objectives are to obtain reasonable assurance
about whether the Financial Statements as a
whole are free from material misstatement,
whether due to fraud or error, and to issue an
Auditorâs Report that includes our opinion.
Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material
misstatement when it exists. Misstatements can
arise from fraud or error and are considered
material if, individually or in the aggregate, they
could reasonably be expected to influence the
economic decisions of users taken on the basis
of these Financial Statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional scepticism throughout the audit. We
also:

â¢ Identify and assess the risks of material
misstatement of the Financial Statements,
whether due to fraud or error, design and
perform audit procedures responsive to
those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a
material misstatement resulting from fraud
is higher than for one resulting from error,
as fraud may involve collusion, forgery,
intentional omissions, misrepresentations,
or the override of internal control.

â¢ Obtain an understanding of internal financial
control relevant to the audit in order to design
audit procedures that are appropriate in the

circumstances. Under section 143(3) (i) of the
Act, we are also responsible for expressing
our opinion on whether the company has
adequate internal financial controls with
respect to financial statements in place and
the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management.

â¢ Conclude on the appropriateness of
managementâs use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Companyâs ability to continue as a
going concern. If we conclude that a material
uncertainty exists, we are required to draw
attention in our auditorâs report to the related
disclosures in the Financial Statements or, if
such disclosures are inadequate, to modify
our opinion. Our conclusions are based on
the audit evidence obtained up to the date of
our auditorâs report. However, future events
or conditions may cause the Company to
cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure
and content of the Financial Statements,
including the disclosures, and whether
the Financial Statements represent the
underlying transactions and events in a
manner that achieves fair presentation.

Materiality is the magnitude of misstatements in
the Financial Statements that, individually or in
aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of
the Financial Statement may be influenced. We
consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit
work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified
misstatements in the Financial Statements.

We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit
and significant audit findings, including any
significant deficiencies in internal control that
we identify during our audit.

We also provide those charged with governance
with a statement that we have complied

with relevant ethical requirements regarding
independence, and to communicate with
them all relationships and other matters that
may reasonably be thought to bear on our
independence, and where applicable, related
safeguards.

From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the Financial Statements of the current
period and are therefore the key audit matters.
We describe these matters in our auditorâs
report unless law or regulation precludes public
disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter
should not be communicated in our report
because the adverse consequences of doing so
would reasonably be expected to outweigh the
public interest benefits of such communication.

7 Report on other Legal and Regulatory
Requirements

1) As required by Section 143(3) of the Act, based on
our audit 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, the Statement of Profit
and Loss (including Other Comprehensive
Income), the Cash Flows Statement and the
Statement of Changes in Equity dealt with
by this Report are in agreement with the
relevant books of account.

(d) In our opinion, the aforesaid Financial
Statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on April
01^st, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31^st, 2025 from being appointed
as a director in terms of Section 164 (2) of the
Act.

Meeting. The amount of dividend
proposed is in accordance with Section
123 of the Act, as applicable.

(vi) Based on our examination, which included
test checks, the Company has used an
accounting software for maintaining its books
of account (to the extent records maintained
in electronic mode) for the financial year
ended March 31^st, 2025 which has a feature
of recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software.

(f) With respect to the adequacy of the
internal financial controls with reference to
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in Annexure âAâ.
Our report expresses an unmodified opinion
on the adequacy and operating effectiveness
of the Companyâs internal financial controls
with reference to Financial Statements.

(g) With respect to the other matters to

be included in the Auditorâs Report in

accordance with the requirements of section
197(16) of the Act, as amended:

in our opinion and to the best of our
information and according to the
explanations given to us, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions
of section 197 of the Act.

(h) With respect to the other matters to

be included in the Auditorâs 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,
if any, of pending litigations as at 31^stMarch, 2025 on its financial position in
its Financial Statements - Refer Note 32
to the Financial Statements;

ii) The Company did not have any longÂ¬
term contracts including derivative
contracts for which there were any
material foreseeable losses;

iii) There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company.

iv) (a) The management has represented

that, to the best of itâs knowledge
and belief, as disclosed in the
notes to accounts, no funds have
been advanced or loaned or
invested (either from borrowed
funds or share premium or any
other sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including

foreign entities (âIntermediariesâ),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall :

â¢ directly or indirectly lend
or invest in other persons
or entities identified in any
manner whatsoever by or
on behalf of the Company
(âUltimate Beneficiariesâ) or

â¢ provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries.

(b) The management has represented,
that, to the best of itâs knowledge
and belief, as disclosed in the notes
to accounts, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (âFunding Partiesâ),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall:

â¢ directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party (âUltimate
Beneficiariesâ) or

â¢ provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries.

(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause

(i) and (ii) of Rule 11(e), as provided
under (iv) (a) and (b) above, contain any
material mis-statement.

(v) (a) The dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with
Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company
have proposed dividend for the year
which is subject to the approval of the
members at the ensuing Annual General

Further, during the course of our audit we did not
come across any instance of audit trail features
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

2) As required by the Companies (Auditorâs Report)
Order, 2020 (âthe Orderâ), issued by the Central
Government of India in terms of sub-section (11)
of section 143 of the Act, we give in the Annexure
âBâ, a statement on the matters specified in
paragraphs 3 and 4 of the Order to the extent
applicable.

For Bhagwagar Dalal & Doshi

Chartered Accountants
Firm Registration No. 128093W

Sd/-

UDIN: 25124528BMOKQZ3826 Jatin V. Dalal

Place: Mumbai Partner

Date: 15^th May, 2025 Membership No. 124528

Mar 31, 2024

Mangal Credit and Fincorp LimitedReport on the Audit of the Financial Statements1. Opinion

We have audited the accompanying Financial Statements of Mangal Credit and Fincorp Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2024 and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Financial Statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (âInd ASâ), and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024 and its profit, total comprehensive income, its cash flows and the changes in equity for the year then ended.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements in paragraph 6 below of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

3. Key Audit Matters

Key audit matters are those matters which, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and

we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

The Key audit matter	How our audit addressed the key audit matter
The Company	Our audit incorporated the
recognises Expected	following procedures with
Credit Losses (ECL)	regard to ECL: -
on loan assets under IND AS 109 âFinancial	â¢ Assessed the accounting
Instrumentsâ based on	policy for impairment of
the Expected Credit	financial assets and its
Loss model developed	compliance with IND AS
by the Company. The	109.
estimation of expected	â¢ Obtained an understanding
credit loss on financial	of the Company''s Expected
instruments involves	Credit Loss (ECL) calculation
significant judgement	and the underlying
and estimates. Key	assumptions.
estimates involve	â¢ Tested the design
determining Exposure	and effectiveness of
at Default (EAD),	internal controls over the
Probability of Default	completeness and accuracy
and Loss Given	information used in the
Default (LGD) using	estimation of Probability of
historical information	Default (PD) and Loss Given
and Management risk	Default (LGD).
assessment of present	â¢ Sample testing of
underlying financial	the accuracy and
assets. Hence, we	appropriateness of
have considered the	information used in the
estimation of ECL as a	estimation of Probability of
Key Audit Matter.	Default (PD) and Loss Given
Key Audit Matter.	Default (LGD). â¢ Tested the arithmetical accuracy of the computation of PD and LGD and also performed analytical procedures to verify the reasonableness of the computation. â¢ Reconciled the total financial assets considered for ECL estimation with the books of accounts to ensure the completeness. â¢ Assessed the adequacy and appropriateness of the presentation and disclosures in compliance with the applicable Ind AS.

4. Information Other than the Financial Statements and Auditorâs Report thereon

The Company''s Management and Board of Directors are responsible for other information. Other information comprises the information included in the Annual Report, but does not include the Financial

Statements and our auditor''s report thereon. Other information comprises the information included in the Annual Report are expected to be made available to us after the date of this auditor''s report.

Our opinion on the Financial Statements does not cover other information and we do not express any form of assurance, conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read other information comprises the information included in the Annual Report, if we concluded that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

5. Managementâs Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

In preparing the Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.

6. Auditorâs responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial control with respect to Financial Statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

â¢ Conclude on the appropriateness of

management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Financial Statements or, if such disclosures are

inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statement may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

7. Report on other Legal and Regulatory Requirements

(i) As required by Section 143(3) of the Act, based on our audit 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, the Statement of Profit and Loss (including other comprehensive loss), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31^st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2024 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 with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure âAâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial control with reference to Financial Statements.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) 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 impact, if any, of pending litigations as at 31^st March, 2024 on its financial position in its Financial Statements -Refer Note 34 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) The Company was not required to transferred any amount to the Investor Education and Protection Fund during the year.

iv) (a) The management has represented that, to the best of it''s knowledge and belief, as disclosed in the notes to accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall :

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or

â¢ provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of it''s knowledge and belief, as disclosed in the notes to accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall:

â¢ directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or

â¢ provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause

(i) and (ii) of Rule 11(e), as provided under

(iv) (a) and (b) above, contain any material mis-statement.

(v) (a) The dividend proposed in the previous

year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

(vi) Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of accounts (to the extent records maintained in electronic mode) for the financial year ended 31^st March, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated through the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail features being tampered with.

(ii) As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure âBâ, a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of M/S Mangal Credit & Fincorp Limited

(the "Company") which comprises the Balance Sheet as at March 31^st, 2022, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2022;

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

c) in the case of the Statement of Changes in Equity on that date; and

d) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder,

and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

Note No 29 to the Financial Statements stating the fact of non-provision of liability of '' 59,83,730/- arising on Income Tax Assessment for the AY. 2017-18 consequent upon Income tax assessment under Section 143(3) of Income Tax Act, 1961.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of financial statements of the current period. These matters are addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters

Management''s Responsibility for the Standalone Financial Statements

Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 of 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.

In preparing the financial statements ,management is responsible for assessing the Company''s ability to continue as a going concern, disclosing ,as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations ,or has no realistic alternative but to do so.

The board of directors is also responsible for overseeing the Company''s financial reporting process.

Auditors'' Responsibility

Our objective are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes are opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether

the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements.

1) As required by Companies (Auditor''s Report) Order, 2020 ("The Order"), as amended, issued by Central Government of India in terms of Sub Section (11) of Section 143 of Companies Act, 2013 we enclose in the "Annexure A", a statement of matters specified in paragraph 3 & 4 of the said 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 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, 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) 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 31^st March,

2022 taken on record by the Board of Directors,

none of the directors is disqualified as on 31^stMarch, 2022 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".

(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 impact of pending litigations on its financial position in its financial statements in Note 29 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For MGB & Co. LLP Chartered Accountants FRN: 101169W/W-100035

Sd/-

Sandeep Jhanwar Partner M.No. 078146 UDIN: 22078146ALPLXN3546

Place: Jaipur Date: 02^nd May 2022

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Mangal Credit & Fincorp Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, and 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.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation 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) Rule, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditorâs Responsibility

Our responsibility is to express an opinion on these 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 disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companyâs 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 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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

b) in the case of the Statement of Profit and Loss, of the profit 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 Matter

We draw attention to the following matters in the Notes to the financial statements:

1. Note No 22.1 to the Financial Statements stating the fact of non-provision of liability of Rs. 40,75,600/- arising on Income Tax Assessment for the A.Y. 2012-13 and A.Y. 2013-14 consequent upon search & seizure operations in the case of company on 01/10/2013.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by ''the Companies (Auditorâs Report) Order, 2016â, (âthe orderâ), 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 paragraphs 3 and 4 of the 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 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 appears from our examination of those books.

c) the Balance Sheet, the 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 written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, 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 âAnnexure Bâ, and

g) With respect to the other matters included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to our 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 in Note 22 to the financial statements.

ii. We have not come across any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. An amount of Rs. 1,39,880/- due to be transferred to Investor Education and Protection Fund on or before 15/11/2017 has been so transferred on 03/02/2018.

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2018, we report that:

1. 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 in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material 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 examination of the records of the company, the title deeds of immovable properties are held in the name of the Company.

2. The company is a NBFC Company, primarily engaged in rendering loans services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the order is not applicable to the Company.

3. The Company has granted loan to 9 body corporates covered in the register maintained under section 189 of the Companies Act, 2013 (''the Actâ).

a. In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

b. In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

c. There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

4. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

5. The Company has not accepted any deposits from the public.

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

7. 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, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been 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 employeesâ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the statue	Nature of dues	Amount (in Rs.)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax & Interest	30,78,810	A.Y. 2014-15	CIT(A)
Income Tax Act, 1961	Income Tax & Interest	9,96,790	A.Y. 2013-14	CIT(A)

8. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, bank, and Government or Debenture holder as at the balance sheet date.

9. Based on our audit procedures and according to the information given by the management, the company has not raised any money by way of initial public offer or further public offer (including debt instruments) or taken any term loans during the year. Hence the clause 3 (ix) of the order is not applicable and hence not commented upon.

10. 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.

11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.

12. 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.

13. 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.

14. Based on the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the order are not applicable to the company and hence not commented upon.

15. 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.

16. The company is registered under section 45-IA of the Reserve Bank of India Act, 1934.

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

In conjuction with our audit of the consolidated financial statements as of and for the year ended 31st March 2018 we have audited the internal financial control over financial reporting of Mangal Credit & Fincorp Ltd. (the holding company) and its subsidiary companies which are companies incorporated in India as of that date.

Managementâs Responsibility for Internal Financial Controls

The respective Board of Directors of the holding company and its subsidiary companies, which are incorporated in India are responsible for establishing and maintaining Internal Financial Controls based on the Internal Controls 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 control 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 the business including adherence to company policy, 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.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) 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 auditorâs judgment, 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 Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs 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 companyâs 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 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 companyâs 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 holding company and its subsidiary companies incorporated in India, 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 31 March 2018, 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.

For MGB & Co. LLP

Chartered Accountants

FRN:101169W/W-100035

Sandeep Jhanwar

Place: Mumbai Partner

Date : 21st May, 2018 M.No. 078146

Mar 31, 2016

To the Members of Mangal Credit & Fincorp Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Mangal Credit & Fincorp Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, and 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.

Managementâs Responsibility for the Standalone Financial Statements

Auditorâs Responsibility

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

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 profit 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 Matter

We draw attention to the following matters in the Notes to the financial statements:

1. Note No 23.1 to the Financial Statements stating the fact of non-provision of liability of Rs. 49,41,750/-arising on Income Tax Assessment for the A.Y 2008 to 2014 consequent upon search & seizure operations in the case of company on 01/10/2013.

2. Note No 23.2 to the Financial Statements stating non provision of any liability that may arise in respect of show cause notice of SEBI for alleged delay in complaints under regulation 8(3) of SAST Regulation, 1997 in the years 2002, 2003, 2005 to 2011.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by âthe Companies (Auditorâs Report) Order, 2016â, (âthe orderâ), 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 paragraphs 3 and 4 of the 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 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 appears from our examination of those books.

c) the Balance Sheet, the 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 written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters included in the Auditorâs Report in accordance with Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to our 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 in Note 24 to the financial statements.

ii. We have not come across any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. An amount of Rs. 1,23,480/- due to be transferred to Investor Education and Protection Fund on or before 25/10/2015 has been so transferred on 26/05/2016.

Annexure to the Auditorsâ Report

The Annexure referred to in Independent Auditorsâ Report to the members of the Company on the Standalone Financial Statements for the year ended 31 March 2016, we report that:

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

3. The Company has granted loan to 23 body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ).

c. There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

5. The Company has not accepted any deposits from the public.

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

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

Name of the statue	Nature of dues	Amount (in Rs.)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax & Interest	30,78,810	A.Y. 2014-15	CIT(A)
Income Tax Act, 1961	Income Tax & Interest	9,96,790	A.Y. 2013-14	CIT(A)
Income Tax Act, 1961	Income Tax & Interest	7,60,810	A.Y. 2012-13	CIT(A)
Income Tax Act, 1961	Income Tax & Interest	42,570	A.Y. 2011-12	CIT(A)
Income Tax Act, 1961	Income Tax & Interest	62,590	A.Y. 2010-11	CIT(A)

9. According to the records of the company examined by us and the information and explanations given to us, the money raised by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which they was obtained.

12. 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.

14. The company has made preferential allotment or private placement of shares during the year and all the requirements of Section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purpose for which the funds was raised.

16. The company is registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Auditorsâ Report

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

We have audited the internal financial controls over financial reporting of Mangal Credit & Fincorp Limited (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 (âICAIâ). 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 companyâs 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.

Auditorsâ Responsibility

Meaning of Internal Financial Controls over Financial Reporting

A companyâs 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 companyâs 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 expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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 31 March 2016, 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.

Auditorâs Additional Report

The Board of Directors

Mangal Credit & Fincorp Limited

1701-1702, A Wing, Lotus Corporate Park Ram Mandir Road, Western Express Highway Goregaon East Mumbai -400063

Dear Sirs

We have audited the balance sheet of Mangal Credit & Fincorp Limited (The Company) as at 31^st March 2016 and related statement of profit and loss and the cash flow statement for the year ended on that date, issued our report dated 30^th May 2016.

In addition to the report made under section 143 of the Companies Act, 2013 on the financial statements of the Company for the year ended 31 March 2016 and as required by the Non-Banking Financial Companies Auditorâs Report (Reserve Bank) Directions, 2008 vide circular No. DNBS (PD) CC No.382/ 03.02.001/2014-15 dated 1 July 2014 (âthe Directionsâ), we are required to report on the matters specified in paragraph 3 and 4 of the aforesaid directions to the extent applicable.

Managementâs Responsibility for the financial statements

The Companyâs management is responsible for the preparation of the financial statements that give a true and fair view of the financial position, the financial performance and the cash flows of the company in accordance with the accounting standards referred to in section 133 of âthe Companies Act, 2013â (âthe Actâ). This responsibility includes the design, implementation and maintenance of internal control 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.

Management is also responsible for ensuring compliance with the applicable provisions of the RBI Act, 1934 and RBI directions and guidelines specified in the Directions.

Auditorâs Responsibility

Pursuant to the requirements of the aforesaid directions it is our responsibility to examine the books and records of the company and report on the matters specified in the directions to the extent applicable to the Company.

Report

Based on our examination of the books and records of the Company and according to the information and explanations given to us, we report that:-

(A) In the case of all Non-Banking Financial Companies

a. The Company is engaged in the business of non-banking financial institution and has obtained a certificate of registration from the reserve bank of India dated 11/03/1998, in pursuance of section 45-IA, of the RBI Act, 1934.

b. The Company is entitled to continue to hold such certificate of registration in terms of its asset/income pattern as at 31 March 2016.

c. Based on the criteria set forth by the Bank in Company Circular No. DNBS.PD. CC No. 85 / 03.02.089 /2006-07 dated December 6, 2006 for classification of NBFCs as Asset Finance Company (AFC), the Company has not been classified as an AFC as defined in Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 with reference to the business carried on by it during the applicable financial year.

d. Based on the criteria set forth by the Bank in the Notification viz; Non - Banking Financial Company- Micro Finance Institutions (Reserve Bank) Directions, 2011 dated December 02, 2011 for classification of NBFCs as NBFC-MFIs, the company has not been classified as NBFC-MFI as defined in the said Directions with reference to the business carried on by it during the applicable financial year.

(B) In the case of a non-banking financial company accepting/holding public deposits - Not Applicable

a. The Board of Directors has passed a resolution dated 30/05/2016 for non- acceptance of any public deposits.

b. The company has not accepted any public deposits during the year ended 31.03.2016

c. The company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of Non-Systemically Important Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015;

(D) In the case of a company engaged in the business of non-banking financial institution not required to hold CoR subject to certain conditions - Not Applicable

Restrictions on use

This report is issued pursuant to our obligations under Non Banking Financial Companies Auditorâs Report (Reserve Bank) Directions, 2008 to submit a report on exceptions noted while issuing our report dated 30/05/2016 on additional matters as stated in directions to the RBI and may not be suitable for any other purpose. Accordingly, our report should not be quoted or referred to in any other document made available to any other person or persons without our prior written consent.

For MGB & Co. LLP

Chartered Accountants

FRN:101169W/W-100035

Sd/-

Sandeep Jhanwar

Place: Mumbai Partner

Date : 30^th May, 2016 M.No. 078146

Mar 31, 2014

We have audited the accompanying financial statements of Mangal Credit & Fincorp Limited (the "Company") (formerly known as "Tak Machinery & Leasing Limited), which comprise the Balance Sheet as at March 31, 2014, and 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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of ''the Companies Act, 1956'' of India (the "Act"). This responsibility includes the design, implementation and maintenance of internal control 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 statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, 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.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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 March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit 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 Matter

1. We draw attention to Note No. 29 to the financial statements which describes non-compliances of norms prescribes by Reserve Bank of India vide circular no. RBI/2013-14/35 DNBS (PD) CC No.333/ 03.02.001 / 2013-14 dt. 01.07.2013 relating to maintenance of capital risk adequacy ratio (CRAR), Concentration of Advances and Investments by the Company and frequency of interest charged.

2. We draw attention to Note No 28 to the financial statement which describes the fact of search and seizure proceedings u/s 132 of the Income Tax Act, 1961.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), 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 statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:

a) We have 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 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Independent Auditors Report (Referred to in paragraph under ''Report on Other Legal and Regulatory Requirements'' section of our Report of even date)

1. In respect of the fixed assets

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

b. The fixed assets are physically verified by the Management in accordance to a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. Fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. In respect of the Inventory

a. As explained to us, inventories had been physically verified by the management at the end of the year.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company had maintained proper records of inventories. As explained to us, no material discrepancies noticed on physical verification of inventories as compared to book records.

3. a. The Company has granted loan to 25 companies covered in the registered maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 60.88 crores and the year end balance of loans granted to such parties was Rs. 47.16 crores.

b. In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c. The parties have repaid the principle amounts as stipulated and have also been regular in the payment of interest to the Company.

d. There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

e. The Company has taken loan from 8 parties covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 8.24 crores and the year-end balance of loans taken from such parties was Rs. 4.63 crores.

f. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

g. The Company is regular in repaying the principle amounts as stipulated and has been regular in the payment of interest.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5.a. According to the information and explanation given to us, we are of the opinion that the particulars of all contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under during the period covered by our report.

7. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 2D9 of the Company''s Act 1956 for any of the products of the Company.

9. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, service tax, income tax and other material statutory dues though there has been a slight delay in a few cases, as applicable, with the appropriate authorities.

There were no disputed / undisputed amounts payable in respect of income tax, service tax that were outstanding, as at March 31, 2014 for a period of more than 6 months from the date they became payable.

10. The company does not have accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

13. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion, proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investments. All the shares, securities, debentures and other securities have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

16. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the total current assets of the Company are stated at Rs. 131.84 crores which are less than total current liabilities of the Company stated at Rs. 142.55 crores. The difference of Rs. 10.71 crores, in our opinion, has been used in Non-Current Assets.

18. The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. In our opinion and according to the information and explanations given to us shares have been issued at a price which is not prejudicial to the interest of the company.

19. According to the information and explanations given to us, during the year, the company has not issued any debentures during the year. Accordingly, the clause 4(xix) of Companies (Auditors Reports) Order, 2003 is not applicable to the company.

20. The Company has not raised any money by public issue of shares during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For MGB & Co. Chartered Accountants FRN 101169W

Sd/- Place : Mumbai Sandeep Jhanvar Date : 30th May, 2014 Partner M. No. 078146

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MANGAL CREDIT & FINCORP LIMITED (Formerly Known as TAK Machinery and Leasing Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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

Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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 statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 disclosures in the financial statements. The procedures selected depend on the auditor''s 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) in the case of the Statement of Profit and Loss of the profit 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 (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. Asrequiredbysection227(3)oftheAct,wereportthat:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) 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, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

(b) As explained to us the Fixed assets had been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company had not disposed off any fixed assets during the year and the going concern status of the Company is not affected.

2. 1 n respect of inventory:

(a) as explained to us, inventories had been physically verified by the management at the end of the year.

(b) in our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) the Company had maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3. (a) The Company had not granted any loans, secured or unsecured to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company had taken three unsecured loans from a director and two companies covered in the register maintained under section 301 of the Act and the maximum amount outstanding during the year was Rs. 14,46,50,000.

(c) The loans were interest bearing and without any stipulations as to repayment and therefore in our opinion the rates of interest and other terms and conditions of the loans taken were not prima facie prejudicial to the interest of the Company.

4. In our opinion and on the basis of information and explanations given to us, the Company had adequate internal

control system commensurate with its size and the nature of its business for the purchase of finished goods, plant and machinery, equipment and other assets and for the sale of goods and services. During the course of the audit we have not observed any major weakness in internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(a) As per information & explanations given to us and in our opinion, the transactions entered into by the company with parties covered u/s 301 of the Act exceeding five lacs rupees in respect of each party in a financial year have been made at prices which appear reasonable as per information available of the company.

6. The Company had not accepted any deposits from the public within the meaning of Sections 58 A and 58AA of the Companies Act, 1956.

7. In our opinion the Company had an internal audit system commensurate with its size and nature of its business.

8. The maintenance of Cost Records for the Company, had not been prescribed by the Central Government under section 209( 1 )(d) of the Companies Act, 1956 for the year under review.

9. In respect of statutory dues:

(a) according to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance. Income tax. Sales tax. Wealth tax, Service tax, Cess, Excise duty, Custom duty and any other statutoi) dues have been generally, regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 3 I st March, 2013 for a period of more than six months from the date they became payable.

(b) the disputed statutory dues aggregating to Rs. 12,85,940 that have not been deposited on account of matters pending before appropriate authorities are as under :

Sr. Particulars Financial Forum where d ispute Amount No. years to is pending (Rupees) which matter pertains

1. Income Tax 1979-80 Appellate Tribunal 1,59,896

1983-84 High Court 3,39 224

1984-85 High Court 7,86,820

10. The Company does not have accumulated losses. The Company had not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us. the Company had not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. In ouropinion and according to the information and explanations gi en to us the Company had maintained adequate records where the Company had granted loans and advances on the basis of security by way of pledge of shares. debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund society. Therefore the provisions of clause 4(xiii)ofthe Companies (Auditor''s Report) Order. 2003 are not applicable to the Company.

14. As the Company is dealing trading in shares, securities, debentures and other investments; in our opinion proper records had been maintained of the transactions and contracts and timely entries have been made therein. All shares. securities, debentures and other investments are held by the (''ompany in its o\ n name.

15. According to the information and explanations given to us and the records examined by us the Company had not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company had not taken an term loan during the year.

17. In our opinion and according to the information and explanations gi en to us and on''xui overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis had been generally used for long term investment and sice versa.

18. According to the information and explanations given to us, the Company had not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company had not issued debentures.

20. The Company had not raised any money through public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company had been noticed or reported during the year.

For Patkar & Pendse

Chartered Accountants

F.R.No. 107824W

B.M. Pendse

Place: Mumbai Partner.

Date :30th May, 2013 M.No. 32625

Mar 31, 2012

We have audited the attached Balance Sheet of TAK MACHINERY AND LEASING LIMITED as at 31st March, 2012 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order to the extent applicable.

3. Further to our comments in the Annexure referred to in paragraph 2 above we report that:

(a) We have obtained all the information & explanations which to the best of our knowledge & 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 appears from our examination of these books.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us and read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view, in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012;

ii. in the case of the Profits Loss Account of the profit of the Company for the year ended on that date.

and

iii. in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT REFERRED TO IN OUR REPORT OF EVEN DATE FOR THE YEAR ENDED ON 31ST MARCH, 2012

1. (a) The Company had maintained proper records showing full particulars including quantitative details and situation of the fixed assets except for furniture and fixtures.

(b) As explained to us the fixed assets had been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company had not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventory:

(a) as explained to us, inventories had been physically verified by the management at the end of the year.

(b) in our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) the Company had maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3. (a) The Company had granted seven unsecured loans to companies listed in the register maintained under section 301 of the Companies Act, 1956 and the maximum amount outstanding during the year was Rs. 11,28,63,287

(b) The unsecured loans were interest bearing and in our opinion and according to the information given to us the terms and conditions of these loans are not prima facie prejudicial to the interest of the Company.

(c) In our opinion the receipt of principal amount and interest were regular.

(d) None of the loans were overdue.

(e) The Company had not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and on the basis of information and explanations given to us, the Company had adequate internal control system commensurate with its size and the nature of its business for the purchase of finished goods, spares, plant and machinery, equipment and other assets and for the sale of goods and services. During the course of the audit we have not observed any major weakness in internal controls.

5. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements were entered in the register maintained under Section 301 of the Companies Act, 1956 and had been made at prices which were reasonable having regard to the market prices prevailing at the relevant time.

6. The Company had not accepted any deposits from the public, hence the question of compliance to the necessary guidelines issued by the Reserve Bank Of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and Rules framed thereunder does not arise.

7. In our opinion the Company had an internal audit system commensurate with its size and nature of its business.

8. The maintenance of Cost Records for the Company, had not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the year under review.

9. In respect of statutory dues:

(a) according to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Cess, Excise duty, Custom duty and any other statutory dues have been generally, regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) the disputed statutory dues aggregating to Rs. 12,85,940 that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Particulars Financial Forum where Amount No. years to dispute is pending which matter pertains (Rupees)

1. Income Tax 1979-80 Appellate Tribunal 1,59,896

1983-84 High Court 3,39,224

1984-85 High Court 7,86,820

10. The Company did not have accumulated losses. The company had not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us the Company had not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. In our opinion and according to the information and explanations given to us the Company had maintained adequate records where the Company had granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. As the Company is dealing/trading in shares, securities, debentures and other investments; in our opinion proper records had been maintained of the transactions and contracts and timely entries have been made therein. All shares, securities, debentures and other investments are held by the Company in its own name.

15. According to the information and explanations given to us and the records examined by us the Company had not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company had not raised any term loans.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment and vice versa.

18. According to the information and explanations given to us, the Company had not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company had not issued debentures.

20. The Company had not raised any money through public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Patkar & Pendse Chartered Accountants

B.M. Pendse Partner. M.No. 032625 F.Reg. No. 107824W

Place: Mumbai Date : 30th May, 2012

Mar 31, 2010

We have audited the attached Balance Sheet of TAK MACHINERY AND LEASING LIMITED as at 31st March, 2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order to the extent applicable.

3. Further to our comments in the Annexure referred to in paragraph 2 above we report that :

(a) We have obtained all the information & explanations whichTo the best of our knowledge & 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 appears from our examination of these books.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors and taken on record by the Board of Directors we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, subject to :

(a) No provision having been made for doubtful debts Rs.61,322 and doubtful advance of Rs. 15,516 (Note 7).

(b) Non receipt of balance confirmations (Note 10). and read together with the significant accounting policies and other notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view, in conformity with the accounting principles generally accepted in India :

i in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010;

ii in the case of the Profit & Loss Account of the profit of the Company for the year ended on that date. and

iii in the case of the Cash Flow Statement of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT REFERRED TO IN OUR REPORT OF EVEN DATE FOR THE YEAR ENDED ON 31ST MARCH, 2010

1. (a) The Company had maintained proper records showing full particulars including quantitative details and situation of the fixed assets except for furniture and fixtures.

(b) As explained to us the fixed assets had been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable,, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company had not disposed off a substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventory :

(a) as explained to us, inventories have been physically verified by the management at the end of the year.

(b) in our opinion and according to the information and explanations given to us the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) the Company had maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3. (a) The company had not granted any loans to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) The Company-had not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and on the basis of information and explanations given to us, the Company had adequate internal control system commensurate with its size and the nature of its business for the purchase of finished goods, spares, plant and machinery, equipment and other assets and for the sale of goods and services. During the course of the audit we have not observed any major weakness in internal controls.

5. In our opinion and according to the information and explanations given to us, there were no transactions in pursuance of contracts or arrangements that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956.

6. The Company had not accepted any deposits from the public, hence the question of compliance to the necessary guidelines issued by the Reserve Bank Of India and the provisions of section 58A and 58AAof the Companies Act, 1956 and Rules framed thereunder does not arise.

7. In our opinion the Company had an internal audit system commensurate with its size and nature of its business.

8. The maintenance of Cost Records for the Company, had not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 for the year under review.

9. In respect of statutory dues :

(a) according to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Cess, Excise duty, Custom duty and any other statutory dues have been generally, regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months, from the date they became payable.

(b) the disputed statutory dues aggregating to Rs. 12,85,940 that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. No. Particulars Financial years Forum where di spute is Amount to which matter pending (Rupees) pertains

1. Income Tax 1979-80 Appellate Tribunal 1,59,896

1983-84 High Court 3,39,224

1984-85 High Court 7,86,820

10. The Company did not have accumulated losses. The company had not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us the Company had not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12. In our opinion and according to the information and explanations given to us the Company had maintained adequate records where the Company had granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. As the Company is dealing / trading in shares, securities, debentures and other investments; in our opinion proper records had been maintained of the transactions and contracts and timely entries have been made therein. All shares, securities, debentures and other investments are held by the Company in its own name.

15. According to the information and explanations given to us and the records examined by us the Company had not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company had not raised any term loans.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment and vice versa.

18. According to the information and explanations given to us, the Company had not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company had not issued debentures.

20. The Company had not raised any money through public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Patkar & Pendse

Chartered Accountants

B.M. Pendse

Place: Mumbai Partner.

Date : 28th July, 2010. F.Reg.No. 107824W

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