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OnMobile Global Ltd.

BSE: 532944 Sector: Others
NSE: ONMOBILE ISIN Code: INE809I01019
BSE 00:00 | 15 Feb 30.20 -1.40
(-4.43%)
OPEN

31.70

HIGH

31.70

LOW

29.45

NSE 00:00 | 15 Feb 30.00 -2.00
(-6.25%)
OPEN

31.70

HIGH

31.70

LOW

29.25

OPEN 31.70
PREVIOUS CLOSE 31.60
VOLUME 12555
52-Week high 54.60
52-Week low 29.20
P/E 7.65
Mkt Cap.(Rs cr) 319
Buy Price 30.00
Buy Qty 9.00
Sell Price 30.20
Sell Qty 450.00
OPEN 31.70
CLOSE 31.60
VOLUME 12555
52-Week high 54.60
52-Week low 29.20
P/E 7.65
Mkt Cap.(Rs cr) 319
Buy Price 30.00
Buy Qty 9.00
Sell Price 30.20
Sell Qty 450.00

OnMobile Global Ltd. (ONMOBILE) - Auditors Report

Company auditors report

To The Members of ONMOBILE GLOBAL LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof Onmobile Global Limited (‘the Company') which comprise the Balance Sheet as at 31March 2018 the Statement of Profit and Loss (including other comprehensive income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then ended anda summary of the significant accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements").

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements that give a true and fair viewof the state of affairs profit/loss and other comprehensive income changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the Indian Accounting Standards ("Ind AS") prescribed underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the standalone Ind AS financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit.

We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit ofthe Standalone Ind AS financial statements in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the standalone Ind AS financial statements are free from material misstatement. Anaudit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness ofmanagement's use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the entity's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in theauditor's report to the related disclosures in the financial statements or if suchdisclosures are inadequate to modify the opinion. Our conclusions are based on the auditevidence obtained up to the date of the auditor's report. However future events orconditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2018 its profit and other comprehensive incomechanges in equity and its cash flows for the year ended on that date.

Other Matters

The corresponding figures of the Company for the year ended 31 March2017 included in these standalone financial statements have been audited by anotherauditor who expressed an unmodified opinion vide its report dated on 26 May 2017 onstandalone Ind AS financial statements of the Company for the year ended 31 March 2017.Our opinion on the standalone Ind AS financial statements is not modified in respect ofthe above matter.

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 Section143(11) of the Act we give in "Annexure A" a statement on the matters specifiedin the paragraph 3 and 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit; (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 Sheetthe Statement of Profit and Loss the Statement of Cash Flows and Statement of Changes inEquity dealt with by this report are in agreement with the books of account; (d) in ouropinion the aforesaid standalone Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act; (e) on the basis of thewritten representations received from the directors as on 31 March 2018 taken on record bythe Board of Directors none of the directors is disqualified as on 31 March 2018 frombeing appointed as a director in terms of Section 164(2) of the Act; (f) with respect tothe adequacy of the internal financial controls with references to the financialstatements 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 beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations given to us: i. the Company has disclosed the impact of pendinglitigations on its financial position in its standalone Ind AS financial statements –Refer Note 29 to the standalone Ind AS financial statements; ii. the Company has madeprovision as required under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts including derivative contracts. Refernote 34 to the standalone Ind AS financial statements; iii. there has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company; and iv. the disclosures in the standalone Ind AS financial statementsregarding holdings as well as dealings in specified bank notes during the period from 8November 2016 to 30 December 2016 have not been made since they do not pertain to thefinancial year ended 31 March 2018. However amounts as appearing in the audited StandaloneInd AS financial statements for the period ended 31 March 2017 have been disclosed.

For B S R & Co. LLP

Chartered Accountants Firm's registration number: 101248W/W-100022

Supreet Sachdev

Partner Membership number: 205385

Place: Bengaluru Date: 16 May 2018

In respect of the Annexure referred to in Independent Auditors' Reportto the members of the Company on the standalone Ind AS financial statements of OnmobileGlobal Limited for the year ended 31 March 2018. We report that: (i) (a) The Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period ofthree years. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. In accordance withthis programme certain fixed assets were verified during the year and no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and basisour examination of the records of the Company the title deed of immovable property areheld in the name of the Company.

(ii) The Company does not have any physical inventories and thusparagraph 3(ii) of the Order is not applicable to the Company. (iii) According to theinformation and explanations given to us the Company has granted unsecured loans toparties covered in the register maintained under Section 189 of the Companies Act 2013(‘the Act').

(a) In our opinion the rate of interest and other terms and conditionson which the loans have been granted to the companies listed in the register maintainedunder Section 189 of the Act are not prima facie prejudicial to the interest of theCompany.

(b) In the case of the loans granted covered in the register maintainedunder Section 189 of the Act the principal and interest are repayable on demand and therewere no demand for repayments during the year. (c) There are no overdue amounts remainingoutstanding in respect of the loans granted to companies covered in the registermaintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theAct with respect to the loans given investments made and guarantees and securitiesgiven as applicable. (v) According to information and explanations given to us theCompany has not accepted any deposits during the year. Accordingly paragraph 3(v) of theOrder is not applicable to the Company.

(vi) The Central Government of India has not prescribed the maintenanceof cost records under section 148(1) of the Act for any of the activities of the Company.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including provident fundemployees' state insurance income-tax sales tax value added tax service tax goods andservice tax cess and other material statutory dues have been generally regularlydeposited during the year with the appropriate authorities. According to information andexplanations given to us the Company did not have any dues on account of Sales tax Dutyof Customs and Duty of Excise.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome tax sales tax value added tax service tax goods and service tax cess and othermaterial statutory dues were in arrears as at 31 March 2018 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us thereare no dues of income tax sales tax value added tax service tax goods and service taxduty of customs duty of excise which have not been deposited with the appropriateauthorities on account of any disputes except for the following:

Name of the statute Nature of dues

Amount disputed

Period to which the amount relates Forum where dispute is pending

(INR in million)*

Income-tax Ordinance 1984 Bangladesh Income tax

3.25

FY 2009-10 High Court of Bangladesh
Income-tax Act 1961 Income tax

1.16

FY 2007-08 High Court of Karnataka
Income-tax Act 1961 Income tax

325.76

FY 2013-14 Dispute Resolution Panel (DRP)
Finance Act 1994 Service tax

5.51

FY 2006-07 to FY 2008-09 CESTAT
Karnataka Value Added Tax Act 2003 Value added tax

17.94

FY 2009-10 to FY 2012-13 Commissioner

*net of amounts paid under protest and/or adjusted against refunds.

(viii) The Company does not have any loans or borrowings from financialinstitutions banks and government or has not issued any debentures. Accordinglyparagraph 3(viii) of the Order is not applicable to the Company.

(ix) According to the information and explanations given to us theCompany has not raised any money by way of public issue or further public offer (includingdebt instruments) during the year. Accordingly paragraph 3(ix) of the Order is notapplicable to the Company.

(x) According to the information and explanations given to us no fraudby the Company or on the Company by its officers or employees has been noticed or reportedduring the year.

(xi) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has paid/provided formanagerial remuneration in accordance with the requisite approvals as per provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone Ind AS financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly para 3 (xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934.

For B S R & Co. LLP

Chartered Accountants

Firm's registration number: 101248W/W-100022

Supreet Sachdev

Partner

Membership number: 205385

Place: Bengaluru Date: 16 May 2018

STATEMENTS OF ONMOBILE GLOBAL LIMITED

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 with reference tostandalone Ind AS financial statement of Onmobile Global Limited (‘the Company') asof 31 March 2018 in conjunction with our audit of the standalone Ind AS financialstatements 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 andmaintaining internal financial controls based on the internal control with reference tostandalone Ind AS financial statement criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (‘Guidance Note') issued by the Instituteof Chartered Accountants of India (‘ICAI'). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone Ind AS financial statement based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing issued by ICAI and deemed to be prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsboth applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tostandalone Ind AS financial statement was established and maintained and if such controlsoperated effectively in all material respects. Our audit involves performing procedures toobtain audit evidence about the adequacy of the internal financial controls system withreference to standalone Ind AS financial statement and their operating effectiveness. Ouraudit of internal financial controls with reference to standalone Ind AS financialstatement included obtaining an understanding of internal financial controls withreference to standalone Ind AS financial statement assessing the risk 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 judgment including the assessment of the risks of material misstatement of theStandalone Ind AS financial statements whether due to fraud or error. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company's internal financial controls system with reference tostandalone Ind AS financial statement.

Meaning of Internal Financial Controls with reference to standalone IndAS financial statement

A company's internal financial control with reference to standalone IndAS financial statement is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial control with reference to standalone Ind AS financial statementincludes those policies and procedures that (1) pertain to the maintenance of recordsthat 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 standalone Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standaloneInd AS financial statements.

Inherent Limitations of Internal Financial Controls with reference tostandalone Ind AS financial statement

Because of the inherent limitations of internal financial controls withreference to standalone Ind AS financial statement including the possibility of collusionor improper management override of controls material misstatements due to error or fraudmay occur and not be detected. Also projections of any evaluation of the internalfinancial controls with reference to standalone Ind AS financial statement to futureperiods are subject to the risk that the internal financial control with reference tostandalone Ind AS financial statement may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to standalone Ind AS financial statementand such internal financial controls with reference to standalone Ind AS financialstatement were operating effectively as at 31 March 2018 based on the internal controlover with reference to standalone Ind AS financial statement criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the Institute of Chartered Accountants of India.

For B S R & Co. LLP

Chartered Accountants Firm's registration number: 101248W/W-100022

Supreet Sachdev

Partner Membership number: 205385

Place: Bengaluru Date: 16 May 2018