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MPS Infotecnics Ltd.

BSE: 532411 Sector: IT
NSE: VISESHINFO ISIN Code: INE861A01058
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VOLUME 1989
52-Week high 0.24
52-Week low 0.11
P/E 23.00
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.23
CLOSE 0.23
VOLUME 1989
52-Week high 0.24
52-Week low 0.11
P/E 23.00
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MPS Infotecnics Ltd. (VISESHINFO) - Auditors Report

Company auditors report

To the Members

MPS Infotecnics Limited (formerly known as Visesh Infotecnics Limited) Report on theFinancial Statements

We have audited the accompanying standalone financial statements of MPS InfotecnicsLimited New Delhi Company") which comprise the BalanceSheetasatMarch312017 ProfitandLoss and theStatement Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134 (5) ofthe Companies Act2013

Act") with respect to the preparation of these standalone financial statementsthat give a true and fair view of the of affairs (financialposition) and financialperformance and Cash Flow Statement of the Company in accordance the accounting principlesgenerally accepted in India including the Accounting Standards specified under

133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provision of the Act for safeguarding of assets of the Company and for preventing anddetecting the frauds and other irregularities; selection and of appropriate accountingpolicies; making judgments and estimate that are reasonable and prudent; andimplementation and maintenance of adequate internal financial control that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the statements that give a true and fair view and arefree from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which required to be included in the audit report underthe provisions of the Act and the Rules made there under.

We conducted our audit of standalone statements in accordance with the Standards onAuditing specified section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and the audit to obtain reasonable assurance about whetherthe financial statements are free from material An audit involves performing procedures toobtain audit evidence about the amounts and disclosures in the statements. The proceduresselected depend on the auditor's judgment including the assessment of the risks materialmisstatement of the standalone financial statements whether due to fraud or error. Inmaking those assessments the auditor considers internal financial control relevant to theCompany's preparation of the financial statements that give a true and fair view in orderto design audit procedures that are appropriate in circumstances [but not for the purposeof expressing an opinion on whether the Company has in place an internal financialcontrols system over financial reporting and the effectiveness of such controls]. An auditalso evaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates by the Company's Directors as well as evaluating the overallpresentation of the standalone financial statements believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit on thestandalone financial statements.

Basis of Qualified Opinion

1. The company has shown in the balance sheet bank balance in Banco Efisa (LisbonPortugal) amounting to

347892163/- (in USD8883210.75) which the Bank has adjusted and the matter is in courtof law. Consequently the bank balance shown in balance sheet is overstated by Rs.347892163/- (Refer Note No. 11(a).

2. The Company has increased its authorised capital from Rs. 52.45 Crores to Rs. 377.50Crores during the From FY 2010-11 to FY 2012-13 ROC fees of Rs.4.40 Crores towards thesame stands payable under the

"Other Current Liabilities" in the Financial Statements. (Refer Note No.1 and4)

Qualified Opinion

In our opinion except for the effects of the matter described in the Basis ofQualified Opinion paragraph and best of our information and according to the explanationsgiven to us the financial statements give the required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting generallyaccepted in India: a) In the case of the Balance Sheet of the state of affairs of theCompany as at March 31 2017; b) In the case of the Profit and Loss Account of the Lossfor the year ended on that date; and c) In the case of the Cash Flow Statement of thecash 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 of the Companies Act 2013 we give inthe Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.

2. As required by section 143(3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; b. In our opinion proper books ofaccount as required by law have been kept by the Company so far as appears from ourexamination of those books; c. The Balance Sheet Statement of Profit and Loss and CashFlow Statement dealt with by this Report are in agreement with the books of account. d. Inour opinion the aforesaid standalone financial statements comply with the Accountingspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2016 and the

Companies(Indian Accounting Standards) Amendment Rules 2016 e. On the basis of thewritten representations received from the directors we on March 31 2017 and taken onrecord by the board of director none of the director of this company is disqualified ason 31 March2017 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 financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B" to this report. g. With respect to the othermatters included in the Auditors Report and to the best of our information and accordingto the explanation given to us : I. Detail of pending litigation which are havingfinancial impact is given below:

. Details of the Case Pending with (Authority name) Amount in INR
1. AY 2006-07 Demand is outstanding under Income Tax Act against which appeal no. 193/08-09 dated 29.01.2009 has been filed CIT (Appeal)-III Bangalore 1245589.00
2. AY 2010-11Demand is deleted by CIT (Appeal) 9 Delhi in Appeal No. 10/13-14 dated26.03.2014 now department has moved to ITAT New Delhi ITAT New Delhi 27306810.00
3. AY 2011-12 Demand is outstanding & appeal against the said demand is filed with CIT (Appeal)-33 Delhi vide Appeal No 126/14-15 dated 29.04.2014 CIT (Appeal)-33 Delhi 445798390.00
4. Refer note 2 of Basis of Qualified Opinion regarding ROC fees for increase in authorised share capital. Hon'ble High Court Delhi 31321705
5. DGCEI imposed a Service Tax demand against which Rs. 10 Lacs has been paid without prejudice CCE (Appeals) 3553123
6. Visesh Infotechnics Ltd. V/s Benco Efisa filed by Company for recovery (Refer note 11 a(1) of financial statements 10th Civil Court USD 888
Lisbon Portugal 3210.75 and interest thereon

II. As per information furnished to us the Company does not have any long-termcontracts including derivatives contracts for which there were any material foreseeablelosses.

III. There were no amounts which required to be transferred to the investor Educationand Protection Fund by the Company.

IV. The company has provided requisite disclosures financialstatements as toholdingsitsstandalone of Specified Bank Notes (SBNs) during the period from 8th November2016 to 30th December

2016. Based on our enquiries test check of the books of account and other detailsmaintained by the Company and relying on the management representation regarding theholding and nature of cash

Notes we report that these disclosures are in accordance withtransactionsincludingSpecified the books of accounts maintained by the Company.

For M/s. RMA & Associates LLP

Chartered Accountants Firm Reg. No.: 000978N/N500062

Pankaj Chander Partner M. No. 089065

Place: - New Delhi
Date : 30th May 2017

MPS Infotecnics Limited

"Annexure A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the financial statements of theCompany for the year ended March 31 2017.

On the basis of such checks as we considered appropriate and in terms of theinformation and explanations given to us we further state as under:

1. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of its fixed assets.

(b) All the assets have been physically verified by management during the year butthere is The Company has conducted physical verification at a reasonable interval of itsfixed assets during the period covered under our audit. We are informed that no materialdiscrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

2. (a) The management has conducted the physical verification of inventory atreasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.

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. Accordingly the provisions of clause 3 (iii) (a) to (C) of theOrder are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

5. 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 Companies Act and the Companies (Acceptance of Deposit) Rules2015 with regard to the deposits accepted from the public are not applicable.

6. 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.

7. (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been 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. Accordingto the information and explanations given to us no undisputed amounts payable in respectof the above were in arrears as at March 31 2017 for a period of more than six monthsfrom the date on when they become payable. b) According to the information and explanationgiven to us there are statutory dues which have not been deposited on account of anydispute detail is given below:-

. Nature of Statutory Dues Amount in INR
1. Income Tax AY 2006-07 1245589
2. Income Tax AY 2010-11 27306810
3. Income Tax AY 2011-12 445798390
4. Service Tax 2553123

8. According to the information and explanations given to us and based on the documentsand records produced to us the company has defaulted in repayment of dues to AllahabadBank South Extension New Delhi Branch against working capital limit for which thecompany has entered into one time settlement agreement on 14 Jan 2016 and has settledfor a sum of Rs. 1186.50 lakhs plus interest thereon from the date of settlement to thedate of payment

9. Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

10. Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficersor employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act; 12. The Company is not a Nidhi Company. Hence thisclause is not applicable on it.

13. In our opinion all transactions with the related parties are in compliance withsection177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3(xiv) of the Order are not applicable tothe Company.

15. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him.

Accordingly the provisions of clause 3(xv) of the Orders are not applicable to thecompany

16. In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act

1934. Accordingly the provisions of clause 3(xvi) of the Orders are not applicable tothe company

For M/s. RMA & Associates LLP

Chartered Accountants Firm Reg. No.: 000978N/N500062

Pankaj Chander Partner M. No. 089065

Place: - New Delhi Date : 30th May 2017

"Annexure B" to the Independent Auditor's Report of even date on theStandalone Financial Statements of MPS INFOTECNICS LIMITED (Formerly known as ViseshInfotecnics Ltd.) Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial 31 2017 in conjunctionwith our audit of the Standalone financial statements of the Company for the year ended onthat 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 on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the "Guidance Note") and the Standards on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls both applicableto an audit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial financial reporting was established and maintained andif such controls operated effectively in all material Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancialcontrols over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements 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) assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that couldhave statementsmaterialeffect onthe financial

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

For M/s. RMA & Associates LLP

Chartered Accountants Firm Reg. No.: 000978N/N500062

Pankaj Chander Partner M. No. 089065

Place: - New Delhi
Date : 30th May 2017