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Aptech Ltd.

BSE: 532475 Sector: Services
NSE: APTECHT ISIN Code: INE266F01018
BSE LIVE 15:59 | 22 Sep 290.40 -11.50
(-3.81%)
OPEN

301.90

HIGH

301.90

LOW

286.00

NSE 15:53 | 22 Sep 290.70 -11.95
(-3.95%)
OPEN

301.00

HIGH

301.00

LOW

285.80

OPEN 301.90
PREVIOUS CLOSE 301.90
VOLUME 82786
52-Week high 325.95
52-Week low 141.40
P/E 130.22
Mkt Cap.(Rs cr) 1,158
Buy Price 291.30
Buy Qty 97.00
Sell Price 0.00
Sell Qty 0.00
OPEN 301.90
CLOSE 301.90
VOLUME 82786
52-Week high 325.95
52-Week low 141.40
P/E 130.22
Mkt Cap.(Rs cr) 1,158
Buy Price 291.30
Buy Qty 97.00
Sell Price 0.00
Sell Qty 0.00

Aptech Ltd. (APTECHT) - Auditors Report

Company auditors report

To the Members of APTECH LIMITED

Report on the Standalone Financial Statements

1 We have audited the accompanying Standalone Financial Statements of APTECH LIMITED("the Company") which comprise the Balance Sheet as at March 31 2017 theStatement 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

2 The Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (‘the Act') with respect to thepreparation & presentation of these financial statements that give a true and fairview of 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 Companies(Accounts) Rules 2014. 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; design implementation and maintenance ofadequate internal financial controls that are operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error

Auditor's Responsibility

3 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 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 inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement

4 An audit involves performing procedures to obtain audit evidence about the amountsand 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 accounting policies used and the reasonableness of the accountingestimates made by the Company's management and Board of Directors as well as evaluatingthe overall presentation of the financial statements

5 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

6. 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 March 31 2017 its profit and its cash flows for the year ended on that date

Emphasis of Matter

7. Attention is invited to Note 13.3 of the Financial Statements about remunerationpaid in excess to the Managing and Whole Time Director for Financial Year 2014-15 and2015-16 amounting to Rs 146.31 Lakhs and Rs. 140.25 lakhs respectively for which approvalof the Central Government is awaited. Our report is not qualified on the matter.

Report on Other Legal and Regulatory Requirements

8 As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters Specified in paragraphs 3and 4 of the Order.

9 As required by section 143(3) of the Act we further 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 purpose 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 theapplicable Accounting Standards specified under Section 133 of the Act read with Rule 7of the Companies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164(2) of theAct;

f. With respect to the adequacy of the Internal Financial Control over financialreporting of the company and the operating effectiveness of such control refer Annexure Bof this report;

g. In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014:

i. The impact of pending litigations has been duly disclosed in the financialstatements- Refer point no. B-15 of Note 16

ii. The Company did not have any long-term contracts including derivative contracts asat Balance sheet date for which there existed any foreseeable losses- Refer point no B-14of Note 16 iii. There has not been any occasion in case of the Company during the yearunder report to transfer any sums to the Investor Education and Protection Fund.

iv. The Company has provided requisite disclosures in the Standalone FinancialStatements as regards holding and dealings in Specified Bank Notes (SBN) as defined in thenotification S.O. 3407 (E) dated November 8 2016 of the Ministry of Finance during theperiod from 8th November 2016 to 30th December 2016. Based onaudit procedures performed and relying on the management representation we report thatthe disclosures are in accordance with books of account maintained by the Company and asproduced to us by the Management- Refer point no. B-16 of Note 16

For Khimji Kunverji & Co
Chartered Accountants
Firm Registration No 105146W
Place: Mumbai Shivji K Vikamsey
Date: May 24 2017 Partner (F - 2242)

ANNEXURE AUDITOR'S REPORT

Annexure A referred to in paragraph 8 of our Report of even date to the members ofAPTECH LIMITED on the Standalone Financial Statements for the year ended March 31 2017

On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us during the course of our audit we report that:

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

(b) In accordance with the planned programme of verifying all Fixed assets once inthree years the physical verification of Fixed assets have been carried out by theManagement. The plan of such verification in our opinion is reasonable having regard tothe size of the Company and nature of its assets. As per the information and explanationsgiven to us no material discrepancies have been noticed on such verification;

(c) According to the information & explanation given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the company.

(ii) The Management has conducted physical verification of inventory at reasonableintervals during the year; as informed to us no material discrepancies were noticed onsuch verification.

(iii) The Company has not granted any loans secured or unsecured to companies firmsor other parties covered in the register maintained under section 189 of the Act exceptfor the loan given to Whole Time Director aggregating Rs. 40 Lakhs the terms andconditions whereof are prima facie not prejudicial to the interest of the Company. Therepayment of principal and interest is as per stipulated schedule. There are no amountsoverdue for more than ninety days as at March 31 2017.

(iv) 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 Act

(v) The Company has not accepted any deposits from the public as covered underprovisions of Section 73 to 76 of the Act and rules made thereunder to the extent notified

(vi) As informed to us the Central Government has not prescribed maintenance of costrecords under sub-section (1) of Section 148 of the Act for any of the services renderedby the company.

(vii) (a) According to the information and explanations given to us and based on therecords of the company examined by us the company is generally regular in depositing theundisputed statutory dues including Provident Fund Employees' State InsuranceIncome-tax Service Tax Cess and other material statutory dues as applicable with theappropriate authorities in India. There are no undisputed statutory dues remainingoutstanding for the period exceeding six months as at the date of the Balance sheet. Asinformed provisions of Sales tax Value Added Tax Customs Duty and Excise duty are notapplicable to the Company during the year under report.

(b) According to the information and explanations given to us and based on the recordsof the company examined by us there are no material dues of Income Tax and Service Taxwhich have not been deposited on account of any disputes. As informed provisions of SalesTax Value Added Tax Customs Duty and Excise duty are not applicable to the Companyduring the year under report.

(viii) According to the information and explanations given to us and based on therecords of the Company examined by us the Company has not defaulted in repayment of loansor borrowings to any Financial Institution Bank or Government as at the Balance sheetdate. The Company has not issued any debentures and hence there are no dues to debentureholders during the year under report.

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

(x) According to the information & explanations given to us no material fraud bythe Company or on the Company by its officers or employees have been noticed or reportedduring the course of our audit.

(xi) As reported in paragraph 7 of the audit report the Managerial Remuneration paidin excess of the limits prescribed under the Act for previous years are being regularizedby seeking approval from the Central Government.

(xii) In our opinion and based on our examination of records of the company theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

(xiii) The Company has entered into transactions with related parties in compliancewith the provisions of Section 177 and 188 of the Act. The transactions with relatedparties entered into by the Company disclosures whereof are made as per applicableAccounting Standards.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under report.Accordingly the provisions of Clause 3(xiv) of the Order are not applicable to theCompany.

(xv) According to the information & explanations furnished to us and based on ourexaminations of the records of the Company the Company has not entered into non cashtransactions with the directors or persons connected with them. Accordingly paragraph3(xv) of the Order is not applicable.

(xvi) In our opinion the Company is not required to be registered under Section 45 IAof the Reserve Bank of India Act 1934.

For Khimji Kunverji & Co
Chartered Accountants
Firm Registration No 105146W
Place: Mumbai Shivji K Vikamsey
Date: May 24 2017 Partner (F - 2242)

Annexure B referred to in paragraph 9 (f) of Our Report of even date to the members ofAPTECH LIMITED on the Standalone Financial Statements of the Company for the year endedMarch 31 2017 Report on the Internal Financial Controls under Clause (i) of Sub-section 3of Section 143 of the Companies Act 2013 (‘the Act')

We have audited the internal financial controls over financial reporting of APTECHLIMITED ("the company") as at March 31 2017 in conjunction with our audit ofthe standalone financial statements 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 Reporting(‘the Guidance Note') issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act

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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls. 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 areestablished and maintained and whether such controls operated effectively in all materialrespects Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement in 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

Internal financial control over financial reporting is a process designed by theCompany to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.Further 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 owing to changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate or for other reasons

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 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.

For Khimji Kunverji & Co
Chartered Accountants
Firm Registration No 105146W
Place: Mumbai Shivji K Vikamsey
Date: May 24 2017 Partner (F - 2242)