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Keerti Knowledge & Skills Ltd.

BSE: 538445 Sector: Others
NSE: KEERTI ISIN Code: INE586X01012
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Keerti Knowledge & Skills Ltd. (KEERTI) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

KEERTI KNOWLEDGE AND SKILLS LIMITED

(FORMERLY KNOWN AS KEERTI SOFTWARE AND HARDWARE INFOTECH PRIVATE LIMITED) Report on thestandalone Financial Statements

We have audited the accompanying standalone financial statements of KEERTI KNOWLEDGEAND SKILLS LIMITED (FORMERLY KNOWN AS KEERTI SOFTWARE AND HARDWARE INFOTECH PRIVATELIMITED) ("the Company") which comprise the Balance Sheet as at March 312017 the Statement of Profit and Loss Cash Flow Statement and a summary of significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (‘the act') with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial 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 Companies (Accounts) Rules 2014.

The responsibility includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; design implementation and maintenance of adequate internal financial controlsthat are operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances but not forthe purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operatingeffectiveness of such controls An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany's management and Board of Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 its profit for the year ended on that date.

Report on other Legal and Regulation requirements

1. As required by the companies (Auditor's Report) Order 2016 as amended issued bythe Central Government of India in term of sub-section (11) of section 143 of the Act wegive in the "Annexure A" a statement on the matters specified in the paragraph 3and 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 bestof 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 theCompany so far as it appears from our examination of those books.

c) The Balance Profit and Loss and the Cash Flow Statement dealt with by thisReport are in Sheet the Statement agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on March31 2017 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 ".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule11 of the Companies (Audit and Auditors) Rules 2014in our opinionand to the best of our information and according to the explanations given to us:

I. The Company has pending litigation which would not impact its financial position.

II. The Company did not have any long term contracts including derivative contracts forwhich 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.

IV. The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016 and these are accordance with the books ofaccounts maintained by the Company and are produced to us by the Management.

For Nayak & Rane

Chartered Accountant

FRN No: 117249W

Suraj Nayak

Partner

M No: 049645

Place: Mumbai

Date: 31st July 2017

"Annexure A" to the Independent Auditor's Report to the members of KEERTIKNOWLEDGE AND SKILLS

LIMITED (FORMERLY KNOWN AS KEERTI SOFTWARE AND HARDWARE INFOTECH PRIVATE LIMITED) onthe accounts of the company for the year ended 31st March 2017.

i. (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 at regularintervals; as informed to us and no material discrepancies between the books records andthe physical fixed assets have been noticed.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the company has sold immovable property duringthe year hence point 3(i)( c) is not applicable.

ii. (a) During the period the inventories have been physically verified by themanagement. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) Proper records of Inventory are maintained by the company. Further no materialdiscrepancies were noticed on physical verification by the management.

iii. (a) According to the information and explanations given to us the Company hasgranted unsecured loans to companies or other parties covered in the register maintainedunder section 189 of the Companies Act 2013 in respect of which:

(b) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

(c) The schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts and interest have been regular as perstipulations.

iv. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013In respect of loans investments guarantees and security.

v. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

vi. As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the company the Company has been generally regular indepositing undisputed statutory dues including Income-tax Service Tax Cess and othermaterial statutory dues as applicable with the appropriate authorities. As explained tous the company did not have any dues on account of Provident fund ESIC Sales TaxCustom Duty and Excise duty.

According to the information and explanation given to us no undisputed amounts payablein respect of the above were in arrears as at March 312017 for a period of more than sixmonths from the date on when they become payable.

(b) According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Income Tax Service Tax and Cess whichhave not been deposited on account of any disputes.

viii. The Company has not taken any loan either form bank financial institutions orfrom the government and has not issued any debentures and as such there are no defaults inrepayment of debts.

ix. According to the information and explanations given to us the company has notraised moneys by way of initial public offer or further public offer including debtinstruments and term Loans.

x. According to the information and explanations given to us no fraud by the Companyor on the company by its officers or employees has been noticed or reported during theyear.

xi. In our opinion and according to the information and explanations given to usprovisions of Section 197 read with Schedule V to the Companies Act 2013 is applicable.

xii. According to the information and explanations given to us the Company is not aNidhi Company. Therefore the provisions of clause 4 (xii) of the Order are not applicableto the Company.

xiii. According to the information and explanations given to us and on the basis of ourexamination of the records of the company all transactions with the related parties arein compliance with section 177 and 188 of Companies Act 2013 and the details have beendisclosed in the Financial Statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us the company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review.

xv. According to the information and explanations given to us the company has notentered into any non-cash transactions with directors or persons connected with him.Accordingly the provisions of clause 3 (xv) of the Order are not applicable.

xvi. According to the information and explanations given to us the company is notrequired to be registered under section 45 IA of the Reserve Bank of India Act 1934.

For Nayak & Rane

Chartered Accountant

FRN No: 117249W

Suraj Nayak

Partner

M No: 049645

Place: Mumbai

Date: 31st July 2017

"Annexure B" to Independent Auditor's Report

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

We have audited the internal financial controls over financial reporting of KEERTIKNOWLEDGE AND SKILLS LIMITED (FORMERLY KNOWN AS KEERTI SOFTWARE AND HARDWARE INFOTECHPRIVATE LIMITED) as of 31-Mar-2017 in conjunction with our audit of the standalonefinancial 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. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information 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 accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies

Act 2013 to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks 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 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 31-Mar-2017 based on theinternal control over financial reporting criteria established by the company consideringthe essential

Guidance Note issued by the ICAI.

For Nayak & Rane

Chartered Accountant

FRN No: 117249W

Suraj Nayak

Partner

M No: 049645

Place: Mumbai

Date: 31st July 2017