TO
THE MEMBERS OF
OTCO INTERNATIONAL LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of OTCO International
Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023,
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a
summary of the significant accounting policies and other explanatory information
(hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Companies Act, 2013 (“the Act”) in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2023, the profit and total
comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described in the Auditors
Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI) together with the independence
requirements that are relevant to our audit of the standalone financial statements under
the provisions of the Act and the Rules made there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAIs Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Business
Responsibility Report, Corporate Governance and Shareholders Information, but does not
include the standalone financial statements and our auditors report thereon.
Our opinion on the standalone financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the standalone financial statements, management is responsible for
assessing the Companys ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Companys financial reporting
process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal financial controls relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone
financial statements, including the disclosures, and whether the standalone financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters. We describe these matters
in our auditors report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best
of 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 the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this
Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e) On the basis of the written representations received from the directors as on March
31, 2023 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2023 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 financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure A”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Companys internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in
our opinion and to the best of our information and according to the explanations given to
us:
i. The company does not have any pending litigation which would impact its financial
position.
ii. The company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred to the
Investor Education and Protection Fund by the Company
iv. The management has represented that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts,
a. no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the company to or in any other
person(s) or entity(ies), including foreign entities Intermediaries, with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the company Ultimate Beneficiaries or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
b. no funds have been received by the company from any person(s) or entity(ies),
including foreign entities Funding Parties, with the understanding, whether recorded in
writing or otherwise, that the company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party Ultimate Beneficiaries or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
c. Based on audit procedures carried out by us, that we have considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
believe that the representations under sub-clause (a) and (b) contain any material
misstatement.
v. The Company has not declared or paid any dividends during the year and accordingly
reporting on the compliance with section 123 of the Companies Act, 2013 is not applicable
for the year under consideration.
2. As required by the Companies (Auditors Report) Order, 2016 (“the Order”)
issued by the Central Government in terms of Section 143(11) of the Act, we give in
“Annexure B” a statement on the matters specified in paragraphs 3and 4 of the
Order.
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For C R B S & Associates LLP |
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Chartered Accountants |
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Firms Registration number: 002957S/S000038 |
|
C. Ramasamy |
|
Partner |
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Membership number: 023714 |
Place : Chennai |
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Date : 22.05.2023 |
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UDIN: 23023714BGTYHN9083 |
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ANNEXURE “A” TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory
Requirements section of our report to the Members of OTCO International Limited of even
date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of OTCO
INTERNATIONAL LIMITED (“the Company”) as of March 31, 2023 in conjunction
with our audit of the standalone financial statements of the Company for the year ended on
that date.
Managements Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining
internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to respective companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the internal financial controls over
financial reporting of the Company based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants
of India and the Standards on Auditing prescribed under Section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls.
Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. We
believe that the audit evidence we have obtained, is sufficient and appropriate to provide
a basis for our audit opinion on the internal financial controls system over financial
reporting of the Company.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.
Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given
to us, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2023, based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.
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For C R B S & Assocites |
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Chartered Accountants |
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Firms Registration number: 002957S/S000038 |
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C. Ramasamy |
|
Partner |
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Membership number: 023714 |
Place : Chennai |
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Date : 22.05.2023 |
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UDIN: 23023714BGTYHN9083 |
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ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory
Requirements section of our report to the Members of OTCO International Limited of even
date)
With reference to the Annexure B referred to in the Independent Auditors Report to the
members of M/S OTCO International Limited on the financial statements for the year ended
31st March 2023, we report the following
I. (a) (A) The company has maintained proper records showing full particulars,
including quantitative details and situation of Property, Plant & Equipment.
(B) The Company has maintained proper records showing full particulars of intangible
assets.
(b) These Property, Plant & Equipment have been physically verified by the
management at reasonable intervals; There are No material discrepancies were noticed on
such verification.
(c) The company did not have any immovable properties as fixed assets.
(d) The company did not revalue its Property, Plant & Equipment.
(e) No Proceedings have been initiated or are pending against the company for holding
any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
rules made thereunder.
II. (a) The Management has conducted physical verification of inventory at reasonable
intervals. In our Opinion the coverage and procedure of such verification is appropriate.
(b) During the year the Company has not availed any working capital limits from banks
or financial institutions.
III. As informed to us, the company has not granted any loans, secured or unsecured to
the companies, firms, Limited Liability Partnership or other parties covered in the
register maintained under section 189 of the Companies Act 2013. Hence clause (a) (b) (c)
(d) (e) & (f) are not applicable.
IV. The company has not granted any loans, guarantee or security and has not made any
investments as per the provisions of section 185 and 186 of the Act. Thus, paragraph 3(iv)
of the Order is not applicable to the Company.
V. The company has not accepted any deposits from the public.
VI. Maintenance of cost records has not been specified by the Central Government under
sub-section (1) of section 148 of the Companies Act 2013, for the company.
VII. A) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the company is regular in depositing
undisputed statutory dues including Goods & Service Tax, provident fund, employees
state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of
excise, value added tax, cess and any other statutory dues with the appropriate
authorities, wherever applicable. According to the information and explanations given to
us, no undisputed amounts payable in respect of the above were in arrears as at 31st March
2023 for a period of more than six months from the date they became payable.
B) There are no statutory dues refereed in sub clause (a) which has not been deposited
on account of any dispute.
VIII. There are no transactions not recorded in the books of account have been
surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961.
IX. (a) The company has not defaulted in repayment of loans or other borrowings or in
the payment of interest thereon to any lender;
(b) The company is not declared wilful defaulter by any bank or financial institution
or other lender;
(c) The Company has not availed any term loan;
(d) The funds raised on short term basis have not been used for long term purposes
(e) The company doesnt have any subsidiaries, associates or joint ventures; hence
clause (f) is not applicable
X. (a) During the year company has not raised any money through Initial Public Offer or
further Public Offer.
(b) The company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures during the year under review.
XI. During the year there are no fraud by the Company or any fraud on the company has
been noticed or reported. Hence clause (b) is not applicable.
(c) As informed to us the company has not received any whistle blower complaints during
the year.
XII. Company is not a Nidhi Company. Hence Clause (a), (b) & (c) are not applicable
to the company.
XIII. All Transactions with the related parties are in compliance with sections 177 and
188 of Companies Act where applicable and the details have been disclosed in the financial
statements, etc., as required by the applicable accounting standards;
XIV. (a) The company has an internal audit system commensurate with the size and nature
of its business;
(b) We have considered the Internal Audit report of the Company issued during the year
under audit.
XV. The company has not entered into any non-cash transactions with directors or
persons connected with them.
XVI. (a) The company is not required to be registered under section 45-I of the Reserve
Bank of India Act, 1934. Hence clause (b) is not applicable to the company.
(c) The company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India.
(d) The company doesnt have any group company, hence there are no CIC Companies
XVII. There are no cash losses incurred in the financial year and in the immediately
preceding financial year.
XVIII. There is no resignation of the statutory auditors during the year.
XIX. On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements, the auditors knowledge of the Board of Directors and management
plans, the auditor is of the opinion that no material uncertainty exists as on the date of
the audit report that company is capable of meeting its liabilities existing at the date
of Balance Sheet as and when they fall due within a period of one year from the balance
sheet date;
XX. The company is not covered under section 135 of the Companies act 2013, hence
clause (a) & (b) of the said order is not applicable.
XXI. There are no subsidiaries and associates hence no consolidation is applicable.
|
For C R B S & Associates LLP |
|
Chartered Accountants |
|
Firms Registration number: 002957S/S000038 |
|
C. Ramasamy |
|
Partner |
|
Membership number: 023714 |
Place: Chennai |
|
Date : 22.05.2023 |
|
UDIN : 23023714BGTYHN9083 |
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+91-9892691696
