Mar 31, 2015
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
Mar 31, 2014
We have audited the accompanying financial statements of M/s Otco
International Limited, which comprise the Balance Sheet as at 31st
March , 2014, 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
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 notified under the Companies Act, 1956 ("the
Act") read with the General Circular 15/2013 dated 13th September 2013
of the Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013 and in accordance with the accounting principles
generally accepted in India. 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 the
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
assessments, the auditor considers the 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 company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 31st March, 2014;
(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 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. 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 it appears from our examination of
those books.
(c) The Balance Sheet and the Statement of Profit and Loss dealt with
by this Report are in agreement with the books of account.
(d) In our opinion, the Balance Sheet and the Statement of Profit and
Loss comply with the Accounting Standards referred to in sub-section
(3C) of section 211 of the Act.
(e) On the basis of the written representations received from the
directors as on 31 st March, 2014 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2014
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Act.
ANNEXURE TO INDEPENDENT AUDITOR''S REPORTREFERRED TO IN PARAGRAPH 1
UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS"
OF OUR REPORT OF EVEN DATE
In the terms of the information and explanations given to us and the
books and records examined by us in the normal course of audit and to
the best of our knowledge and belief, we state that:
1) a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) All the assets have been physically verified by the management
during the year and there is a regular programme of verification which,
in our opinion, is reasonable having regard to the size of the company
and the nature of its assets. We have been informed that no material
discrepancies were noticed on such verification. During the year the
company has accounted for impairment of assets.
c) The Company has not disposed off any substantial part of the fixed
assets during the year and as such has not affected the going concern
of the Company.
2) The company does not have any inventory.
3) As informed to us, the company has neither taken nor granted any
secured or unsecured loans to companies, firms or other parties listed
in the register maintained under Section 301 of the Companies Act,
1956.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems 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. No major weakness has been noticed
in the internal control in these areas. Accordingly the issue of
continuing failure to correct major weakness in internal control in
these areas does not apply.
5) a) In our opinion and according to information and explanation given
to us, there are no contracts or arrangements that need to be entered
in the register maintained under section 301 of the Companies Act,
1956.
b) In our Opinion and according to the information and explanations
given to us, as there are no contracts or arrangement that need to be
entered under section 301 of the Companies Act, 1956, paragraph (v) (b)
of the order is not applicable.
6) The company has not accepted any deposits from the public.
7) In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8) We have broadly reviewed the books of accounts maintained by the
company pursuant to the rules made by the Central Government for the
maintenance of cost records under Section 209(1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie the prescribed
accounts and records have been maintained.
9) The company is regular in depositing undisputed statutory dues
including Provident fund, Investor education and protection fund,
Income tax, Sales tax, Wealth tax, Service tax Customs duty, Excise
duty, Cess and other statutory dues applicable to it with appropriate
authorities except the following:
- Provision for Tax(FBT) - Rs.31,510/-
- VAT- Rs. 1,000/-
- TDS-Rs. 1,759/-
10) In our Opinion the accumulated losses of the company is more than
50% of its networth.(FY2013-14 Accumulated losses 2,32,59,785/- Networh
26,76,455/- FY2012-13 Accumulated losses Rs.2,33,04,282 Networh
Rs.26,31,958/-). The Company has not incurred any cash losses during
the financial year covered by our Audit and has incurred Cash Losses
immediately preceding the Financial year.
11) Based on the information and explanations given by the management,
we are of the opinion that the Company has not defaulted in repayment
of dues to banks and financial institutions. The company has no
outstanding dues to debenture holders.
12) According to the information and explanation given to us, the
company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13) In our opinion, and according to the information and explanations
given to us, the nature of activities of the company does not attract
the provisions of any special statute applicable to chit fund and nidhi
or mutual benefit fund or societies.
14) In our opinion, the company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the company.
15) According to information and explanations given to us, the company
has not given any guarantee for loans taken by others from banks or
other financial institutions.
16) The company has not availed term loans during the year.
17) According to the information and explanations given to us and on an
overall examination of the Balance Sheet of the company and cash flow
during the year we report that no funds raised on short term basis have
been used to finance long term investments.
18) The company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under section
301 of the Companies Act, 1956 during the year.
19) The company has not issued any debentures and as such the creation
of security or charge does not arise.
20) The company has not raised any money through a public issue during
the year.
21) 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.
Place: Bangalore. For C.RAMASAMY & B.SRINIVASAN
Date: 29.05.2014 CHARTERED ACCOUNTANTS
FRN : 002957S
(C.RAMASAMY)
PARTNER
M No: 23714
Mar 31, 2010
1. We have audited the attached Balance Sheet of OTCO INTERNATIONAL
LIMITED as at 31st March 2010, and also the Profit and Loss Account and
the Cash Flow statement for the year ended on that date 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.
2. We conducted our audit in accordance with the 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.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors) Report (Amendment) Order, 2004
issued by the Central Government of India, in terms of Sub Section (4
A) of Section 227 of the Companies Act, 1956, we enclose in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said order.
4. Further to our comments in the Annexure referred to above, we
report that:
i. 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;
ii. 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 and proper returns adequate for the purpose of our audit
have been received from the branch not visited by us and have been
appropriately dealt with ;
iii. The Balance Sheet, the Profit and Loss Account and Cash Flow
statement dealt with by this report are in agreement with the books of
account;
(a) In our opinion, the Balance Sheet, Profit and Loss Account 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
Companies Act, 1956.
iv. On the basis of the written representations received from the
directors as on 31st March 2010, 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 the terms of
clause (g) of sub-section (1) of section 274 of the Companies Act,
1956; "
v. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the* information
requited by the Companies Act, 1956 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 2010;
b) in the case of Profit and Loss Account, of the Loss for the year
endejd on that date; and
c) in the case of the Cash How statement, of the cash flows for the
year ended on that date.
ANNEXURE Ref: OTCO INTERNATIONAL LIMITED Annexure referred to in
paragraph 3 of our report of even date.
i. a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets;
b) All the assets have not been physically verified by the management
during the year but there is a regular programme of verification which,
in our opinion, is reasonable having regard to the size of the company
and the nature of its assets. We have been informed that no material
discrepancies were noticed on such verification.
c) During the year, the company has not disposed off a major part of
the plant and machinery.
ii. The company is in the business of software development and the
provision of credit information & referencing services and as such
physical existence, verification of inventories etc., are not
applicable to the company. The valuation of stock-in-trade is fair and
is in accordance with the normally accepted Accounting principles.
iii. In our opinion and based on the information provided to us, the
company has not granted any loans to companies , firms or other parties
to be covered in the register maintained under Section 301 of the
Companies Act, 1956. A Short- Term Loan was taken from a Director, the
Terms & Conditions are Prima Facie not prejudical to the interest of
the Company.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
internal controls.
v. In our opinion and according to the information and explanations
given to us, no transactions were made that needs entry in the register
maintained under section 301 of the Companies Act, 1956.
vi. The company has not accepted any deposits from the public, hence
the question of compliance with the provisions of sections 58A and 58AA
of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 does not arise.
vii. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
viii. We have been informed that maintenance of cost accounts under
Section 209 (1) (d) of the Companies Act, 1956 has not been prescribed
by the Central Government for this Company.
ix. (a) The company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
employees state insurance, income tax, sales tax, service tax, cess
and other material dues applicable to it.
(b) According to the information and explanations given to us, the
following undisputed statutory dues have not been remitted:
1. Providend Fund Rs. 26,689/-
2. ESI Rs. 16,582/-
3. TDS Rs. 60,862/-
4. Professional Tax Rs. 6,570/-
5. FBT Rs. 29,720/-
6. Service Tax Rs. 1,42,683/-
(c) According to the information and explanations given to us, there
are no dues of sale tax , income tax .customs duty , wealth tax, excise
duty and cess which have not been deposited on account of any dispute.
x. In our opinion, the accumulated losses of the company is not more
than fifty percent of its net worth. The company has incurred cash
losses during the financial year covered by our audit and in the
immediately preceding the financial year.
xi. In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of dues to a
financial institution, bank or debenture holders.
xii. The Company had not granted loans & advances on the basis of
security by way of pledge of shares, debentures, and other securities
xiii. 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.
xiv. In our opinion, the company is not dealing in or trading in
shares, securities, debentures and other investments except as an
investor. However, proper records were maintained by the company and
the investments are being held in the name of the company only.
xv. According to the information and explanations given to us, the
company has not given guarantees for loans taken by others from banks
or financial institutions.
xvi. In our opinion and according to the information given to us the
company did not have any term loans outstanding during the year.
xvii. According to the information provided to us, the Company has not
raised any funds on short term basis.
xviii. According to the information and explanations given to us,
during the period covered by our audit report, the Company Unit has not
made any preferential allotment of shares.
xix. As the Company has not issued any debentures, the question of any
outstanding debentures during the year is not applicable.
xx. The Company has not raised any money by public issues during the
financial year 2009-2010.
xxi. According to the information and explanations given to us, no
fraud on or by the company has been noticed or reported during the
course of our audit.
For K. VENKATACHALAM AIYER & CO,
Chartered Accountants
Place: Bangalore
Date: 30th June 2010 M. Sivakumar
Partner
(Membership No. 23844)