To the Members of OFS Technologies Limited Report on the Financial Statements
To the Members of OFS Technologies Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of OFS TechnologiesLimited ("the Company") which comprises the Balance Sheet as at March 312017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary 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 Section134(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. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for the ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
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 there under.
We conducted our audit in accordance with the Standards on auditing specified underSection 143(10) the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial controls 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 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 issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.
In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India: a) in the case of the Balance Sheet of the stateof affairs of the Company as at 31st March 2017; b) in the case of Statement of Profitand Loss of the profit for the year ended on that date; and c) in the case of the CashFlow Statement of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs
3 and 4 of the Order.
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 accounts.
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 the written representation received from the directors as on March31 2017 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on March 31 2017 from being appointed as a director in termsof Sub section (2) of section 164 of the Companies Act 2013.
f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer toseparate report in "Annexure B"; and
g) With respect to the other matters included in the Auditor's Report and to our bestof our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The Company did not have any long-term contracts including derivatives 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.
iv. The Company is not applicable to provide any disclosures relating to Ind ASfinancial statements and the company has provided required disclosures dealings inSpecified Bank Notes during the period from 8 November 2016 to 30 December 2016 inaccordance with the books of accounts maintained by the company.
| ||V Krishnamoorthy |
|Place: Chennai ||Chartered Accountant |
|Date: 30th May 2017 ||M.No. 009274 |
ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT
Report on Other Legal and Regulatory Requirements of our report of even date for theyear ended March 31 2017:
1. a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us all the fixed assets have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on suchverification.
2. The company is a service company primarily rendering software services. Accordingit does not hold any physical inventories. Thus paragraph 3(ii) of the order is notapplicable to the company.
3. As informed to us the company has not granted any loans secured or unsecured tocompanies firms or other parties covered in the register maintained under section 189 ofthe Companies Act 2013.
4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.
5. According to the information and explanations given to us the Company has notaccepted any deposits in terms of directives issued by Reserve Bank of India and theprovisions of Sections 73 to 76 or any other relevant provisions of the Companies Act2013 and the rules framed there under.
6. In our opinion and according to the information and explanations given to us therequirement for maintenance of cost records pursuant to the Companies (Cost Records andAudit) Rules 2014 specified by the Central Government of India under Section 148 of theCompanies Act 2013 are not applicable to the Company for the year under audit.
7. a) According to the information and explanations given to us the company isgenerally regular in depositing undisputed statutory dues including employees stateinsurance provident fund tax deducted at source sales tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues with theappropriate authorities.
b) According to the information and explanations given to us there were no undisputedamounts in respect of Sales tax Service tax Customs duty Excise duty Value Added Taxor cess and other material statutory dues which were in arrears as at March 31 2017 for aperiod of more than six months from the day they became payable.
8. According to the information and explanations given to us the company has notdefaulted in repayment of loans or borrowing to any financial institutions or banks ordues to debenture holders.
9. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause (ix) ofthe Order is not applicable.
10. To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the
Company and no material fraud on the Company by its officers or employees has beennoticed or reported during the year.
11. In our opinion and according to the information and explanations given to us theCompany has paid/ provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.
12. The Company is not a nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.
13. In our opinion and according to the information and explanations given to us theCompany is in compliance with
Section 177 and 188 of the Companies Act 2013 where applicable for all transactionswith the related parties and the details of related party transactions have been disclosedin the financial statements as required by the applicable accounting standards.
14. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.
15. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its subsidiary or associate company or persons connected withthem and hence provisions of section 192 of the Companies Act 2013 are not applicable.
16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
|Place: Chennai ||V. Krishnamoorthy |
|Date: 30th May 2017 ||Chartered Accountant |
| ||M.No. 0009274 |
ANNEXURE B TO THE AUDITORS REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013
We have audited the internal financial controls over financial reporting of OFSTechnologies Limited ("the Company") as of 31 March 2017 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.
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.
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 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 my 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) Pertaining 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 the 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.
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 March 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.
|Place: Chennai ||V. Krishnamoorthy |
|Date: 30th May 2017 ||Chartered Accountant |
| ||M.No. 0009274 |