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ABM Knowledgeware Ltd.

BSE: 531161 Sector: IT
NSE: N.A. ISIN Code: INE850B01026
BSE LIVE 15:52 | 17 Nov 116.15 4.95
(4.45%)
OPEN

114.00

HIGH

117.00

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113.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 114.00
PREVIOUS CLOSE 111.20
VOLUME 13323
52-Week high 180.00
52-Week low 109.00
P/E 12.20
Mkt Cap.(Rs cr) 232
Buy Price 0.00
Buy Qty 0.00
Sell Price 116.15
Sell Qty 6.00
OPEN 114.00
CLOSE 111.20
VOLUME 13323
52-Week high 180.00
52-Week low 109.00
P/E 12.20
Mkt Cap.(Rs cr) 232
Buy Price 0.00
Buy Qty 0.00
Sell Price 116.15
Sell Qty 6.00

ABM Knowledgeware Ltd. (ABMKNOWLEDGE) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

ABM Knowledgeware Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ABM KnowledgewareLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory 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 preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regu latory Requirements

1. As required by Companies (Auditor's Report) Order2016 ("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.

2. As required by the 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 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 financial 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 and taken onrecord by the Board of Directors none of the directors is disqualified as on March312017 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 financialreporting 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 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 2.25 to the financial statements;

ii) The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in its financial statements as tothe holdings as well as dealings in Specified Bank Notes during the period from 8November 2016 to 30 December 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Note 2.28 to the financial statements.

For Borkar & Muzumdar

Chartered Accountants

Firm Registration No.:101569W

Supriya D. Bhat

Partner

(M.No. 048592)

Date: 20th May 2017

Place: Mumbai

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31st March 2017 we report that:

i. FIXED ASSETS:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) Fixed assets have been physically verified by the management at reasonableintervals. We are informed that no material discrepancies were noticed on suchverification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company all the title deeds of immovable properties areheld in the name of the Company.

ii. INVENTORIES :

The Company is a service company primarily rendering software servicesand does nothold any physical inventories. Thus paragraph 3(ii) of the Order is not applicable to theCompany.

iii. LOANS GIVEN BY COMPANY :

Company has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013.

iv. LOAN TO DIRECTOR AND INVESTMENT BY COMPANY:

Company has not granted any loan to any director or parties covered under section 185.In respect of investments the Company has complied with the provisions of section 186 ofthe Companies Act 2013. No such Guarantee or Security u/s 185 & 186 of the CompaniesAct 2013 was given during the year.

v. DEPOSITS FROM PUBLIC :

The Company has not accepted any deposits from the public during the year.

vi. COST RECORDS :

According to the information and explanations given to us the Central Government hasnot prescribed the maintenance of cost records under section 148 (1) of the Companies Act2013 in respect of operations carried out by the Company.

vii. STATUTORY DUES :

(a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income-taxsalestax value added tax duty of customs service tax cess and other material statutory dueshave been regularly deposited during the year by the Company with the appropriateauthorities. As explained to us the Company did not have any dues on account ofemployees' state insurance and duty of excise.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax value added tax duty ofcustoms service tax cess and other material statutory dues were in arrears as at 31March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofduty of customs income tax value added tax which have not been deposited with theappropriate authorities on account of any dispute. However according to the informationand explanations given to us the following dues of service taxhave not been deposited bythe Company on account of disputes:

Name of the statute Nature of dues Amount (In Rs. 000's) Period to which the amount relates Forum where dispute is pending
Service Tax Disallowance of Cenvat Credit on Rent 1767.62 F.Y. 2010-2014 Assistant Comm. Of ST
Service Tax Disallowance of Cenvat Credit on Business Promotion Expenses 411.27 F.Y. 2010-2014 Assistant Comm. Of ST
Service Tax Disallowance of Cenvat Credit on Life Insurance Gratuity 375.13 F.Y. 2010-2014 Assistant Comm. Of ST
Service Tax Disallowance of Cenvat Credit on Rent 591.21 F.Y. 2014-2015 Assistant Comm. Of ST
Service Tax Disallowance of Cenvat Credit on Rent 581.33 F.Y. 2015-2016 Assistant Comm. Of ST
Service Tax Disallowance of Cenvat Credit on Life Insurance Mediclaim 163.54 F.Y. 2014-2015 Assistant Comm. Of ST
Property Tax Property Tax Payable 4243.47 F.Y. 2013-2016 MCGM Assessment and Collection Department Mumbai

viii. REPAYMENT OF LOANS :

In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of borrowing obtained in the form of Overdraftfacility (ODBD Facility) from Canara Bank Fort branch and Canara Bank Prabhadevi branchamounting to ' 2.5 Cr (1.25 Cr. each branch) nor has it defaulted in respect of thenonfund based facility in the form of Bank Guarantee of ' 20 Cr.

ix. UTILISATION OF IPO AND FPO

The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3 (ix) of the Order is not applicable.

x. REPORTING OF FRAUD

According to the information and explanations given by the management there was nofraud noticed or reported by the company or any fraud on the Company by its officers oremployees during the year.

iv. APPROVAL OF MANAGERIAL REMUNERATION

According to the information and explanations give to us and based on our examinationof the records of the Company the Company has paid / provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

v. NIDHI COMPANY

In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

vi. RELATED PARTY TRANSACTIONS

According to the information and explanations given to us the Company has disclosedall the transactions with related parties during the year in the Financial Statements andthe same are in accordance with section 177 and 188 of Companies Act 2013 and as requiredby the applicable Accounting Standards.

vii. PREFERENTIAL ALLOTMENT / PRIVATE PLACEMENT

According to the information and explanations given to us the Company has not made anypreferential allotment or private placement of shares / fully or partly convertibledebentures during the year under audit.

viii. NON CASH TRANSACTIONS

According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not entered into non-cash transactions withDirectors or persons connected with him. Accordingly paragraph 3(xv) of the Order is notapplicable.

ix. REGISTRATION U/S 45IA OF RBI ACT 1934

The Company is not required to be registered under section 45-IA of RBI Act 1934.

For Borkar & Muzumdar
Chartered Accountants
Firm Registration No.:101569W
Date: 20th May 2017 Supriya D. Bhat Partner
Place: Mumbai (M.No. 048592)

ANNEXURE - B TO THE AUDITORS' REPORT

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31 March 2017 the Report on theInternal Financial Controls under Clause (i) of Sub - section 3 of Section 143 of theCompan ies Act 2013 ("the Act") is as reported below:-

We have audited the internal financial controls over financial reporting of ABMKnowledgeware Limited ("the Company") as of 31st 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'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about 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 ofrecords that 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 financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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 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.

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 31st 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 Borkar & Muzumdar

Chartered Accountants

Firm Registration No.:101569W

Supriya D. Bhat

Partner

(M.No. 048592)

Date: 20th May 2017

Place: Mumbai