To the Members of
OPTIMUS FINANCE LIMITED
(FORMERLY KNOWN AS TRANSPEK FINANCE LIMITED)
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Optimus FinanceLimited (Formerly known as Transpek Finance Limited) (the Company') which comprisethe balance sheet as at 31 March 2017 the statement of profit and loss the cash flowstatement for the year ended and a summary of significant accounting policies and otherexplanatory information.
Management's Responsibility for the Standalone 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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
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 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) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control 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 the 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 is sufficient and appropriate toprovide a basis for our audit opinion on the standalonefinancial statements.
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 31 March 2017 and its profits and its cash 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 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 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 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 the Cash Flow Statementdealt with by this Report are in agreement with the books of account;
(d) In our opinion the aforesaidstandalonefinancial 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 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (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 we give in"Annexure B" our separate report;
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements Refer Note 26(A) and 26(C) to the financialstatements;
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.
iii. There has been no such instance requiring transfer of any amounts 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 in accordance with the books ofaccounts maintained by the Company. Refer Note 32 to the standalone financial statements.
For C N K & Associates LLP
Alok B Shah
Vadodara 13th May 2017
ANNEXURE A'' TO THE INDEPENDENT AUDITORS' REPORT
The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the standalone financial statements for the year ended 31st March2017.
On the basis of such checks as considered appropriate and in terms of the informationand explanations given to us we state as under:
1(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
1(b) As informed to us the Company has a regular programme of physical verification ofits fixed assets by which fixed assets are verified in a phased manner during the year. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets;
1(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no immovable properties held by thecompany;
2 The Company is a Non-Banking Financial Institution. Accordingly it does not hold anyphysical inventories except traded shares. Thus clause (2) of the Order is not applicableto the Company ;
3 As per the information and explanations given to us the Company has in an earlieryear granted unsecured loan to one company covered in the register maintained undersection 189 of the Act;
3(a) In our opinion the terms and conditions of the grant of such loan which isrepayable on demand are not prejudicial to the interest of the company;
3(b) In our opinion receipt of principal and Interest in case of aforesaid loans areas per the terms of agreement;
3(c) There are no overdue amounts in respect of loans granted;
4 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 Act with respectto the loans and investments made;
5 According to the information and explanations given to us the Company has notaccepted any Public deposits.
6 The Central Government has not prescribed the maintenance of cost records by theCompany under section 148(1) of the Companies Act 2013;
7(a) According to the information and explanations given to us and the records examinedby us the Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund employees' state insurance income-taxsales-tax wealth-tax service tax custom duty excise-duty value added tax cess andother statutory dues and there are no undisputed statutory dues outstanding as at 31stMarch 2017 for a period of more than six months from the date they became payable;
7(b) According to the information and explanations given to us there are no dues ofsales tax income tax customs wealth-tax excise duty value added tax or cess thathave not been deposited on account of disputes except followings:
|Name of the Statue ||Nature of Dues ||Amount (Rs) ||Period to which the amount relates ||Forum where dispute is pending |
|The Interest Tax Act 1974 ||Interest Tax ||916938 ||A.Y 1997-98 ||CIT (A)-III Vadodara |
8 In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of any dues to financial Institution or Bank;
9 According to the information and explanations given to us no moneys were raised byway of initial public offer or further public offer (including debt instruments) and termloans raised were applied for the purpose for which the loan were raised during the year;
10 During the course of our examination of the books of account and records of thecompany carried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyincidence of fraud by the Company or any fraud on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement;
11 According to the information and explanation given to us and based on ourexamination of the records of the company the company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with schedule V to the Act;
12 In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Hence this clause of the Order is not applicable;
13 According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards;
14 According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has made preferential allotments ofthe Equity warrant and Equity shares during the year as detailed in Note No. 30 to thefinancial statement. The requirement of Section 42 of the Act have been complied with andthe amount raised have been used for the purposes for which the funds were raised;
15 According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him and the provisions of section192 have been complied with;
16 The company is registered under section 45-IA of the Reserve Bank of India Act 1934and has obtained registration for the same.
For C N K & Associates LLP
Alok B Shah
Vadodara 13th May 2017
ANNEXURE B'' TO THE 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 OPTIMUSFINANCE LIMITED (FORMERLY KNOWN AS TRANSPEK FINANCE LIMITED) ("the Company")as of 31st March 2017 in conjunction with our audit of the standalone 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 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 Act.
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 Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout 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 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 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.
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.
For C N K & Associates LLP
Alok B Shah
Vadodara 13th May 2017