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MPS Infotecnics Ltd.

BSE: 532411 Sector: IT
NSE: VISESHINFO ISIN Code: INE861A01058
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Mkt Cap.(Rs cr) 72
Buy Price 0.00
Buy Qty 400.00
Sell Price 0.76
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VOLUME 200
52-Week high 0.23
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.00
Buy Qty 400.00
Sell Price 0.76
Sell Qty 68299888.00

MPS Infotecnics Ltd. (VISESHINFO) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR’S REPORT

To the Members

MPS Infotecnics Limited

Report on the IND AS Financial Statements

We have audited the accompanying standalone IND AS Financial Statements of MPSInfotecnics Limited New Delhi ("the Company") which comprise the Balance Sheetas at March 31 2018 and the Statement of Profit and Loss (including other comprehensiveincome)and Cash Flow Statement for the year then ended and Statement of Changes in Equityand a summary of significant accounting policies and other explanatory information

Management’s Responsibility for the IND AS Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134 (5)of the Companies Act2013 ("the Act") with respect to the preparation of thesestandalone IND AS Financial Statements that give a true and fair view of the state ofaffairs (financial position) and financial performance and Cash Flow Statement of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014. This responsibility also includes themaintenance of adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the Company and for preventing and detecting the frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimate that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the IND AS Financial Statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone IND AS FinancialStatements based on our audit.

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 there under.

We conducted our audit of standalone statements in accordance with the Standards onAuditing specified under section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the IND AS Financial Statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the IND AS Financial Statements. The procedures selected dependon the auditor’s judgment including the assessment of the risks of materialmisstatement of the standalone IND AS Financial Statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company’s preparation of the standalone IND AS Financial Statementsthat give a true and fair view in order to design audit procedures that are appropriate inthe circumstances [but not for the purpose of expressing an opinion on whether the Companyhas in place an adequate internal financial controls system over financial reporting andthe effectiveness of such controls]. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors as well as evaluating the overall presentation of the standaloneIND AS Financial Statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalone INDAS Financial Statements.

Basis of Qualified Opinion

1. The company has shown in the balance sheet bank balance in Banco Efisa (LisbonPortugal) amounting to Rs. 347892163/- (in USD8883210.75) which the Bank has adjustedand the matter is in court of law. Consequently the bank balance shown in balance sheet isoverstated by Rs. 347892163/- (Refer Note No. 7(b).

2. The Company has increased its authorised capital from Rs. 52.45 Crores to Rs. 377.50Crores during the period From FY 2010-11 to FY 2012-13 ROC fees of Rs.4.88 Crores towardsthe same stands payable under the head "Other Current Liabilities" in the INDAS Financial Statements. (Refer Note No.9 and 14). Income tax for the AY 2013-14 amountingto Rs. 20.80 lacs and intrest thereon is Payable.

Qualified Opinion

In our opinion except for the effects of the matter described in the Basis ofQualified Opinion paragraph and to the best of our information and according to theexplanations given to us the IND AS Financial Statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

a) In the case of the Balance Sheet of the state of affairs of the Company as at March31 2018;

b) In the case of the Statement of Profit and Loss (including Other Comprehensive) ofthe profit 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 thatdate.

d) In statement of changes in equities of the changes in equities for the year ended.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure A statement on the mattersspecified in paragraphs 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 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 appears from our examination of those books;

c. The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account.

d. In our opinion the aforesaid standalone IND AS Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2016 and the Companies(Indian Accounting Standards) AmendmentRules 2016

e. On the basis of the written representations received from the directors we on March31 2018 and taken on record by the board of director none of the director of thiscompany is disqualified as on 31 March2018 from being appointed as a director in terms ofSection 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 other matters included in the Auditors Report and to the best ofour information and according to the explanation given to us :

I. Detail of pending litigation which are having financial impact is given below:

Sr. No. 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. Refer note 9 of Basis of Qualified Opinion regarding ROC fees for increase in authorised share capital. Hon’ble High Court Delhi 31321705
3. DGCEI imposed a Service Tax demand against which Rs. 10 Lacs has been paid without prejudice CCE (Appeals) 3553123
4. Visesh Infotechnics Ltd. V/s Benco Efisa filed by Company for recovery (Refer note 7 b(1) of IND AS Financial Statements 10th Civil Court Lisbon Portugal USD 888 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.

For M/s. M/s. RMA & Associates LLP
Chartered Accountants
Firm Reg. No.: 000978N/N500062
Amit Jain
Place: - New Delhi Partner
Date : 31st May 2018 M. No. 503109

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 IND AS Financial Statementsof the Company for the year ended March 31 2018.

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 2018 for a period of more than six monthsfrom the date on when they become payable except GST.

b) According to the information and explanation given to us there are statutory dueswhich have not been deposited on account of any dispute detail is given below:-

Sr. No. Nature of Statutory Dues Amount in INR
1. Income Tax AY 2006-07 1245589
2. 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 the company has entered intoone time settlement agreement on 14 Jan 2016 and has settled for a sum of Rs. 1186.50lakhs plus interest thereon from the date of settlement to the date of payment. Furtherthe company has paid a sum of Rs. 102740318/- till

31.05.2017 and further re entered into an OTS of Rs. 266.00 Lacs and paid a sum of Rs.13.30 lacs.

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 itsofficers or 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 this clause 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 the INDAS Financial 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) ofthe Orders are not applicable to the company

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 theOrders are not applicable to the company

For M/s. M/s. RMA & Associates LLP
Chartered Accountants
Firm Reg. No.: 000978N/N500062
Amit Jain
Place: - New Delhi Partner
Date : 31st May 2018 M. No. 503109

"Annexure B" to the Independent Auditor’s Report of even date on theStandalone IND AS Financial Statements of MPS INFOTECNICS LIMITED (Formerly known asVisesh Infotecnics 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 reporting of MPSINFOTECNICS LIMITED as of March 31 2018 in conjunction with our audit of the StandaloneIND AS 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 . 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 offrauds and 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 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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material Our audit involvesperforming procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating reporting includedobtaining an understanding of internal financial controls over financial that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor’s judgement including the assessment of the risks of material misstatementof the IND AS 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 controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of IND AS Financial Statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of IND AS FinancialStatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 IND AS FinancialStatements.

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

For M/s. M/s. RMA & Associates LLP
Chartered Accountants
Firm Reg. No.: 000978N/N500062
Amit Jain
Place: - New Delhi Partner
Date : 31st May 2018 M. No. 503109