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California Software Company Ltd.

BSE: 532386 Sector: IT
NSE: CALSOFT ISIN Code: INE526B01014
BSE LIVE 15:14 | 28 Apr 7.67 -0.40
(-4.96%)
OPEN

7.67

HIGH

7.67

LOW

7.67

NSE 13:03 | 08 Jul Stock Is Not Traded.
OPEN 7.67
PREVIOUS CLOSE 8.07
VOLUME 650
52-Week high 11.25
52-Week low 5.50
P/E 1.09
Mkt Cap.(Rs cr) 9.49
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.67
Sell Qty 200.00
OPEN 7.67
CLOSE 8.07
VOLUME 650
52-Week high 11.25
52-Week low 5.50
P/E 1.09
Mkt Cap.(Rs cr) 9.49
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.67
Sell Qty 200.00

California Software Company Ltd. (CALSOFT) - Auditors Report

Company auditors report

CALIFORNIA SOFTWARE COMPANY LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CALIFORNIASOFTWARE COMPANY LIMITED ("the Company") which comprise the Balance Sheetas at 31st March 2016 the Statement of Profit and Loss the Cash FlowStatement for the year then ended and a summary of the significant accounting policiesand 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)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due 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 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 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 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 31st March 2016 and its loss and its cash flows for the year ended onthat date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

1. Note 26 and 27 in the stand alone financial statements which indicate that theStandalone Company has accumulated losses and its net worth has been fully eroded theStandalone Company has incurred a net loss during the current and previous year(s) andthe Stand alone Company's current liabilities exceeded its current assets as at thebalance sheet date. These conditions along with other matters set forth in Note 26indicate the existence of a material uncertainty that may cast significant doubt about theStand alone Company's ability to continue as a going concern.

2. Note No. 30 to the stand alone financial statement regarding write back of AccountPayables to CSWL Inc wholly owned subsidiaries of the Standalone Company amounting to $423679401.74 and the equity shares of the said company amounting to $ 307202843/- due tothe winding up of the company during the year.

3. Note no. 31 to the standalone financial statement regarding unsecured loans fromAssociate companies amounting to $ 369679876/-

4. Company's Indian subsidiary Aspire Communications P Ltd and it subsidiary Aspireperipherals P Ltd have stopped their operations fully. Our opinion is not modified inrespect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 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 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 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 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 written representations received from the directors as on March 312016 taken on record by the Board of Directors

none of the directors is disqualified as on March 31 2016 from being appointed as adirector in terms of Section 164 (2) of the Act.

f. In our opinion and according to the information and explanations given to us thereis adequate internal control system commensurate with the size of the Company and thenature of its business.

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 opinion and to the best of our information and accordingto the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition.

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For and on behalf of

N. Balasubramanian Associates
Chartered Accountants
F.No. 0355S
N. Balasubramanian
Chennai Partner
13th June 2016 Membership No: 023445

"ANNEXURE A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the financial statements of the Company for theyear ended March 31 2016:

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

(b) The Fixed Assets have been physically verified by the management in a phasedmanner designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the company and nature of itsbusiness. Pursuant to the program a portion of the fixed asset has been physicallyverified by the management during the year and no material discrepancies between the booksrecords and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

(d) During the year the company sold all the fixed assets as such there is no fixedassets as on the date of Balance Sheet.

2) The Nature of business of the company does not require it to have any inventory.Hence the requirement of clause (ii) of paragraph 3 of the said Order is not applicableto the company.

3) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (C) of theOrder are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

6) As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regularin depositing undisputed statutory dues including Provident Fund Employees State

Insurance Income-Tax Sales tax Service Tax Duty of Customs Duty of Excise Valueadded Tax Cess and any other statutory dues with the appropriate authorities. Accordingto the information and explanations given to us no undisputed amounts payable in respectof the above were in arrears as at March 31 2016 for a period of more than six monthsfrom the date on when they become payable.

b) According to the information and explanation given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise value added taxoutstanding on account of any dispute other than those mentioned in the Notes to account.

8) In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks. The Company has not taken anyloan either from financial institutions or from the government and has not issued anydebentures.

9) Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

10) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has not been paid during the year.

12) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofClause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion all transactions with the related parties are in compliance withSection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of Clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of Clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

16) In our opinion the company is not required to be registered under Section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of Clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For and on behalf of
N. Balasubramanian Associates
Chartered Accountants
F.No. 0355S
N. Balasubramanian
Chennai Partner
13th June 2016 Membership No: 023445