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Cybertech Systems & Software Ltd.

BSE: 532173 Sector: IT
NSE: CYBERTECH ISIN Code: INE214A01019
BSE LIVE 12:48 | 27 Apr 65.00 -2.05
(-3.06%)
OPEN

67.00

HIGH

67.95

LOW

65.00

NSE 12:29 | 27 Apr 65.85 -0.45
(-0.68%)
OPEN

67.55

HIGH

68.00

LOW

65.00

OPEN 67.00
PREVIOUS CLOSE 67.05
VOLUME 4476
52-Week high 101.00
52-Week low 42.05
P/E 25.59
Mkt Cap.(Rs cr) 176.02
Buy Price 64.90
Buy Qty 51.00
Sell Price 65.00
Sell Qty 50.00
OPEN 67.00
CLOSE 67.05
VOLUME 4476
52-Week high 101.00
52-Week low 42.05
P/E 25.59
Mkt Cap.(Rs cr) 176.02
Buy Price 64.90
Buy Qty 51.00
Sell Price 65.00
Sell Qty 50.00

Cybertech Systems & Software Ltd. (CYBERTECH) - Auditors Report

Company auditors report

TO THE MEMBERS

CYBERTECH SYSTEMS AND SOFTWARE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CYBERTECH SYSTEMSAND SOFTWARE LIMITED ("the Company") which comprise the Balance Sheet as at31st March 2016 the Statement of Profit and Loss and the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory 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 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. An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the standalone financial statements. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall 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 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 profit and cash flows for the year ended on thatdate.

Emphasis of Matter

Without qualifying we draw an attention to Note 36 of financial statements regardingthe investment of Rs 15.34 crores made in Cybertech Systems & Software Inc. thewholly owned subsidiary whose networth is substantially eroded. As explained by themanagement it being a long term and strategic investment and the diminution beingtemporary therefore no provisioning has been considered necessary.

Report on Other Legal and Regulatory Requirements

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 inparagraph 3 of the Order.

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 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 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 the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (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".

(g) With respect to other matter to be included in the Auditor's Report in accordancewith the Rule 11 of the Companies (Audit and Auditors ) Rules 2014 in our opinion andto 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 29 (A) to the financial statements;

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

iii. There has been no delay in transferring amount required to be transferred to theInvestor Education and Protection Fund by the Company.

For LODHA & CO.
Chartered Accountants
Firm Registration No. 301051E
R. P. Baradiya
Place : Mumbai Partner
Date : May 19 2016 Membership No. 44101

"ANNEXURE A"

ANNEXURE REFERRED TO IN PARAGRAPH "REPORT ON OTHER LEGAL AND REGUALTORYREQUIREMENTS" OF OUR REPORT TO THE

MEMBERS OF "THE COMPANY"FOR THE YEAR ENDED 31ST MARCH 2016

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 state that:

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

b) All the fixed assets have been physically verified by the management at year endwhich is reasonable considering the size and nature of its business. No materialdiscrepancies were noticed on such verification.

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

2. The Company being a service Company primarily rendering information technologyservices it does not hold any physical inventories. Accordingly the provisions of clause3(ii) of the Order are not applicable to 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) of the Order are notapplicable to the Company.

4. The Company has not granted any loans made investments provided guarantees andsecurity during the year. Accordingly the provisions of clause 3(iv) of the Order are notapplicable to the Company.

5. No deposits within the meaning of directives issued by RBI (Reserve Bank of India)and Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder have been accepted by the Company.

6. According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under clause (d) of sub-section (1) ofsection 148 of the Act in respect of Company's products/services. Accordingly theprovisions of clause 3(vi) of the Order are not applicable to the Company.

7. a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company

the Company is generally regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income- tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and other statutory dues applicable to theCompany with appropriate authorities. No undisputed amounts payable in respect of theaforesaid statutory dues were outstanding as at the last day of the financial year for aperiod of more than six months from the date they became payable.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no dues of income tax sales taxservice tax duty of customs duty of excise value added tax cess which have not beendeposited on account of any dispute .

8. The Company has not defaulted in repayment of loans or borrowings to banks duringthe year. The Company has not taken any loans or borrowings from financial institution ordebenture holders during the year.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) or term loan during the year. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company.

10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by or on the Company by its officers or employees noticed or reportedduring the year nor have we been informed of such case by the management.

11. According to the information and explanations given to us and based on examinationof records of the Company managerial remuneration has been paid or provided for duringthe year is in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V of the Act.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore the provisions of clause 3(xii) of the Orderare not applicable to the Company.

13. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us all transactions with therelated party are in compliance with Section 177 and 188 of the Act and the details havebeen disclosed as required by the applicable Accounting Standard in Note 26 to theFinancial Statements.

14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Therefore the provisions ofclause 3(xiv) of the Order are not applicable to the Company.

15. Based on the information and explanations given to us the Company has not enteredinto any non-cash transactions prescribed under Section 192 of the Act with directors orpersons connected with them during the year. Therefore the provisions of clause 3(xv) ofthe Order are not applicable to the Company.

16. In our opinion the Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Therefore the provisions of clause 3(xvi) of theOrder are not applicable to the Company.

For LODHA & CO.
Chartered Accountants
Firm Registration No. 301051E
R. P. Baradiya
Place : Mumbai Partner
Date : May 19 2016 Membership No. 44101

"ANNEXURE B"

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

We have audited the internal financial controls over financial reporting of CYBERTECHSYSTEMS AND SOFTWARE LIMITED ("the Company") as of March 312016 in conjunctionwith our audit of the 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 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 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 on Audit of Internal Financial Controls Over Financial Reporting(the"Guidance Note") and the Standards on Auditing deemed to be prescribed underSection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols both applicable to an audit of internal financial controls and both issued bythe ICAI. 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 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 March 31 2016 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For LODHA & CO.
Chartered Accountants
Firm Registration No. 301051E
R. P. Baradiya
Place : Mumbai Partner
Date : May 19 2016 Membership No. 44101