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Oseaspre Consultants Ltd.

BSE: 509782 Sector: Financials
NSE: N.A. ISIN Code: INE880P01015
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Oseaspre Consultants Ltd. (OSEASPRECONS) - Auditors Report

Company auditors report

TO THE MEMBERS OF OSEASPRE CONSULTANTS LIMITED.

Report on the Financial Statements

We have audited the accompanying financial statements of Oseaspre ConsultantsLimited ("the Company") which comprise the Balance Sheet as at March 312017 Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of 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 ofthese Financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2017 and its loss and its 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 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in Annexure‘A' a statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

2) As required by section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.

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

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of section 164(2) of theAct.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in Annexure ‘B'; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us wefurther report that:

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company does not have any long term contracts including derivative contractsfor which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

(h) The company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes as defined in the Notification S. O.3407 (E) dated 8th November 2016 of the Ministry of Finance during the periodfrom 8th November 2016 to 30th December 2016. Based on auditprocedures performed and the representations of management we report that the disclosuresare in accordance with the books of account maintained by the Company.

For Kalyaniwalla & Mistry LLP

Chartered Accountants

Firm Registration No. 104607 W/W100166

Roshni R. Marfatia

Partner

Membership No: 106548

Place: Mumbai

Date: 18 May 2017

Annexure ‘A' to the Independent Auditor's Report

Referred to in Para 1 under ‘Report on Other Legal and. Regulatory Requirements 'of our Independent Auditors ' Report of even date

Report on Companies (Auditors Report) Order 2016 issued by the Central Government interms of section 143 (11) of the Companies Act 2013 of Oseaspre Consultants Limited.

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

(b) The fixed assets have been physically verified by the management during the year.In our opinion the frequency of verification is reasonable having regard to the size ofthe Company and the nature of its assets. To the best of our knowledge no materialdiscrepancies were reported on such verification.

(c) According to the information and explanation given to us and based on the documentsand records produced before us the title deeds of immoveable properties are held in thename of the Company.

2. The Company being a service company does not have any inventories and hence theprovisions of paragraph 3(ii) of the Order are not applicable.

3. The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act. Consequently the provisions of paragraph 3(iii) of the Order arenot applicable.

4. According to the information and explanations given to us and the records examinedby us the Company has not granted any loans to directors / to a company in which thedirector is interested to which the provisions of section 185 of the Companies Act 2013apply. Further the provisions of section 186 of the Companies Act 2013 in respect ofgrant of loans making investments and providing guarantees and securities have beencomplied with by the Company as applicable.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of section 73 to76 of the Act and the rules framed thereunder. Therefore the provisions of paragraph 3(v)of the Order are not applicable.

6. Reporting under paragraph 3(vi) of the Order is not applicable as the Company'sbusiness activities are not covered by the Companies (Cost Reports and Audit) Rules 2014.

7. (a) According to the information and explanations given to us and the books andrecords as produced and examined by us in our opinion the Company is generally regularin depositing undisputed statutory dues including provident fund employees' stateinsurance income tax sales-tax service tax duty of customs duty of excise valueadded tax cess and any other statutory dues with the appropriate authorities whereapplicable.

According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at March 31 2017 for aperiod of more than six months from the date of becoming payable except for profession taxof Rs. 5700 which was outstanding as at March 31 2017 for a period of more than sixmonths.

(b) According to the information and explanation given to us there are no dues ofincome tax or sales tax or service tax or duty of customs duty of excise value addedtax cess and other statutory dues which have not been deposited on account of anydispute.

8. As the Company has not borrowed any amounts from financial institution bank andgovernment or issued any debentures the provisions of paragraph 3(viii) of the Order arenot applicable to the Company.

9. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans. Therefore the provisions of paragraph3(ix) of the Order are not applicable.

10. According to the information and explanation given by the management no fraud bythe Company or fraud on the Company by its officers or employees has been noticed orreported during the year.

11. According to the information and explanations given to us the Company has not paidany managerial remuneration to its directors or managers. Therefore the provisions ofparagraph 3(xi) of the Order are not applicable.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company.

13. According to the information and explanations given to us and based on thedocuments and records produced before us all transactions with related parties are incompliance with section 177 and 188 of the Act and the details thereof have been disclosedin the Financial Statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on thedocuments and records produced before us the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

15. According to the information and explanations given to us and based on thedocuments and records produced before us the Company has not has entered into any non-cash transactions with directors or persons connected with him.

16. According to the information and explanations given to us and based on thedocuments and records produced before us the Company is not required to be registeredunder section 45- 1A of the Reserve Bank of India Act 1934.

For Kalyaniwalla & Mistry LLP

Chartered Accountants

Firm Registration No. 104607W/W100166

Roshni R. Marfatia

Partner

Membership No: 106548

Place: Mumbai

Date: 18 MAY 2017

Annexure ‘B' to the Independent Auditor's Report

Referred to in Para 2 (f) under ‘Report on Other Legal and RegulatoryRequirements' of our Independent Auditors' Report of even date.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") of Oseaspre Consultants Limited.

We have audited the internal financial controls over financial reporting of OseaspreConsultants Limited ("the Company") as at March 31 2017 in conjunction withour audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Kalyaniwalla & Mistry LLP

Chartered Accountants

Firm Registration No. 104607W/W100166

Roshni R. Marfatia

Partner

Membership No: 106548

Place: Mumbai

Date: 18 MAY 2017