Report on the Financial Statements
We have audited the accompanying financial statements of M/s OTCO
International Limited ("the Company") which comprise the Balance Sheet
as at 31st March , 2015, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of directors is responsible for the matters stated
in Section 134(5) of the Companies Act,2013("the Act") with respect to
the preparation of these financial statement that give a true and fair
view of the financial position, financial performance and cash flows of
the company in accordance with the accounting principle 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 misstatements, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial
statement 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 the included in the audit report under the provisions of
the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the 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
assessment, the auditor considers the internal financial control
relevant to the Company's preparation of the financial statements that
the give true and fare view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Company has in place an adequate
internal financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company's
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 financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2015;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date, and
(c) In the case of 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, 2015 ("the
Order) issued by the Central Government of India in terms of
sub-section(l1) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanation,
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b. In our opinion, proper books of accounts 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 books of
account.
d. In our opinion, the aforesaid financial statements comply with the
Accounting In 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 31st March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
f. 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 explanation given to us:
i. The company does not have any pending litigation which would impact
its financial position
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.
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 1
UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS"
OF OUR REPORT OF EVEN DATE
The Annexure referred to in our Independent Auditor's Report to the
members of M/s Otco International Limited for the year ended on
31.03.2015. We report that:
i. (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) These fixed assets have been physically verified by the management
at reasonable intervals and no material discrepancies were noticed on
such verification and the same have been properly dealt with in the
books of account.
ii. The Company is a service company, primarily rendering software
services. Accordingly, it does not hold any physical inventories. Thus,
paragraph 3(ii) of the Order is not applicable.
iii. As informed to us, the company has not granted any loans, secured
or unsecured to companies, firms or other parties covered in the
register maintained under section 189 of the Companies Act. Hence
clause (a) & (b) are not applicable.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control system commensurate
with the size of the company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. There are no major weaknesses in internal control system.
Accordingly the issue of continuing failure to correct major weakness
in internal control in these areas does not apply.
v. The Company has not accepted any deposits.
vi. Maintenance of cost records has not been specified by the Central
Government under sub- section (1) of section 148 of the Companies Act.
Vii. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, the
company is regular in depositing undisputed statutory dues including
provident fund, employees' state insurance, income-tax, sales-tax,
wealth tax, service tax, duty of customs, duty of excise, value added
tax, cess and any other statutory dues with the appropriate
authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the above were in arrears as
at 31st March 2015 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 dues of income tax or sales tax or wealth tax or service tax or
duty of customs or duty of excise or value added tax or cess have not
been deposited on account of any dispute.
(c) According to the information and explanations given to us there are
no amounts which are required to be transferred to investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made there under during the
year.
viii. The accumulated losses of the company is more than 50% of its
networth. The Company has not incurred any cash losses during the
financial year covered by our Audit and in the immediately preceding
the Financial year.
ix. The company did not have outstanding dues to financial
institutions or bank or debenture holders during the year.
x. 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 bank or financial institutions.
xi. The Company did not have any term loans outstanding during the
year.
xii. Based upon the audit procedures performed for the purpose of
reporting true and fair view of the financial statements and as per the
information and explanations given by the management, we report that no
fraud on or by the company has been noticed or reported during the
year.
For C.RAMASAMY & B.SRINIVASAN
CHARTERED ACCOUNTANTS
FRN : 002957S
Sd/-
(C.Ramasamy)
PARTNER
M. No: 23714
Place: Bangalore.
Date: 05.05.2015
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