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CG-VAK Software & Exports Ltd.

BSE: 531489 Sector: IT
NSE: N.A. ISIN Code: INE084D01010
BSE LIVE 15:40 | 24 Mar 30.40 -1.60
(-5.00%)
OPEN

30.25

HIGH

31.50

LOW

29.65

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 30.25
PREVIOUS CLOSE 32.00
VOLUME 13173
52-Week high 45.90
52-Week low 22.05
P/E 19.74
Mkt Cap.(Rs cr) 15.38
Buy Price 0.00
Buy Qty 0.00
Sell Price 30.40
Sell Qty 188.00
OPEN 30.25
CLOSE 32.00
VOLUME 13173
52-Week high 45.90
52-Week low 22.05
P/E 19.74
Mkt Cap.(Rs cr) 15.38
Buy Price 0.00
Buy Qty 0.00
Sell Price 30.40
Sell Qty 188.00

CG-VAK Software & Exports Ltd. (CGVAKSOFTWARE) - Auditors Report

Company auditors report

To the Members of CGVAK Software and Exports Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone Financial Statements of CG-VAK Softwareand Exports Limited ("the Company") which comprise the Balance Sheet as at31st March 2016 and the Statement of Profit & Loss Account and Cash Flow Statementfor the year then 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 and the management is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (the Act) with respect to thepreparation and presentation of these standalone financial statements that give a true andfair view of the financial position financial performance and cash flows of the Companyin accordance 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 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; and design implementation and maintenance ofadequate internal financial controls that were 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:

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 and regulations made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Companies Act 2013. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the 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 ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of 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 dealt with by this Report readtogether with schedules significant accounting policies and disclosures give theinformation required by the act rules and regulations in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2016 and its Profitsand its Cash Flows for the year ended that date.

Emphasis of Matters

We draw attention to the following matters in the Notes forming part of the FinancialStatements:

(a) Note Nos. 4.13 4.14 to the financial statements regarding Non-provision ofGratuity which describes the uncertainty related to the outcome of law suits filed againstthe company by a former director and his relatives.

(b) Note No.4.15 to the financial statement regarding the claim for non-payment offixed deposit by the company before the Madras High Cour which describes the uncertaintyto the outcome of law suits filed against the company by a former director and hisrelatives.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Matters:

1 As required by the Companies (Auditor’s Report) Order 2016 ("theorder") 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 paragraph 3 and 4 of the Order.

2 As required by Section 143 (3) of the Companies Act 2013 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 accounts 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 & Loss Account and 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 31st March2016 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March 2016 from being appointed as Director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer toour separate 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 to Note 4.134.14 &4.15 to thefinancial 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.

For S. Lakshminarayanan Associates
Chartered Accountants
Firm Regn.No.006609S
S. Lakshminarayanan
Place : Coimbatore Partner
Date : 26th May 2016 M.No.012024

Annexure A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of theCompany on the standalone financial statements for the year ended 31st March 2016 wereport that:

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

(b) The Fixed Assets of the company have been physically verified by the managementduring the year in accordance with regular program of verification which in our opinionprovides for physical verification of all the fixed assets at reasonable intervals.According to the information and explanations given to us no material discrepancies werenoticed on such verification.

(c) According to the information and explanations 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 Company is a service company primarily rendering software services.Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of the Orderis not applicable.

(iii) The company has not granted any loans to companies firms LLPs or other partiescovered in the register maintained under section 189 of the Companies Act 2013 (‘theAct’).

(iv) The company has not advanced any loans made any investments in subsidiariesduring the year provided any guarantee or security in connection with a loan to any otherbody corporate or person.

(v) The company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Companies Act 2013 for any of the services rendered by thecompany.

(vii) 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 ofaccounts in respect of undisputed statutory dues including Provident Fund ESI duesIncome tax Sales Tax Service tax customs duty VAT cess and other material statutorydues have been regularly deposited during the year by the Company with the appropriateauthorities. According to the information and explanations given to us no undisputedamounts are payable in respect of Provident Fund ESI dues Income tax Sales Tax Servicetax customs duty VAT cess and other material statutory dues were in arrears as at 31stMarch 2016 for a period of more than six months from the date they became payable.

(viii) According to the information and explanations given the company has notdefaulted in Repayment of dues to any bank / financial institution / Government /Debenture holders.

(ix) According to the information and explanations given to us the company did notraise any money by way of Initial Public Offer or further public offer or availed any termloans during the year. The term loans already availed have been applied for the purposesfor which loans were obtained.

(x) According to the information and explanations given to us there are no instancesof fraud by the company or any fraud on the company by its officers or employees noticedor reported during the year under review.

(xi) According to the information and explanations given to us and based on ourexamination of records of the Company managerial remuneration has been paid as per theapprovals mandated by the provisions of the Companies Act 1956.

(xii) 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.

(xiii) 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 provisions of section 177 and 188 of the Companies Act2013 whereapplicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment/private placement/issued any fully or partly convertible debentures during theyear.

(xv) 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 to them.

(xvi) The company is not required to be registered U/s.45IA of the Reserve Bank ofIndia Act 1934.

For S. Lakshminarayanan Associates
Chartered Accountants
Firm Regn.No.006609S
S. Lakshminarayanan
Place : Coimbatore Partner
Date : 26th May 2016 M.No.012024

Annexure: B to Auditors’ Report

Annexure to Independent Auditor’s Report of even date on the Standalone FinancialStatements of CG VAK Software and Exports Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013

We have audited the internal financial controls over financial reporting of CG-VAKSoftware and Exports Limited ("the Company") as of 31st March 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 on Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding 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 applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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 judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned 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 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2016 based on "the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India".

For S. Lakshminarayanan Associates
Chartered Accountants
Firm Regn.No.006609S
S. Lakshminarayanan
Place : Coimbatore Partner
Date : 26th May 2016 M.No.012024