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NIIT Technologies Ltd.

BSE: 532541 Sector: IT
NSE: NIITTECH ISIN Code: INE591G01017
BSE LIVE 15:40 | 22 Nov 641.60 4.45
(0.70%)
OPEN

637.25

HIGH

646.80

LOW

629.60

NSE 15:58 | 22 Nov 639.80 2.65
(0.42%)
OPEN

639.05

HIGH

648.30

LOW

629.10

OPEN 637.25
PREVIOUS CLOSE 637.15
VOLUME 7125
52-Week high 696.90
52-Week low 393.60
P/E 15.49
Mkt Cap.(Rs cr) 3,941
Buy Price 641.60
Buy Qty 212.00
Sell Price 0.00
Sell Qty 0.00
OPEN 637.25
CLOSE 637.15
VOLUME 7125
52-Week high 696.90
52-Week low 393.60
P/E 15.49
Mkt Cap.(Rs cr) 3,941
Buy Price 641.60
Buy Qty 212.00
Sell Price 0.00
Sell Qty 0.00

NIIT Technologies Ltd. (NIITTECH) - Auditors Report

Company auditors report

TO THE MEMBERS OF NIIT Technologies Limited Report on the Standalone FinancialStatements

1. We have audited the accompanying standalone financial statements of NIITTechnologies Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2016 the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements to give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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 and Accounting Standard 30 Financial Instruments: Recognition and Measurementissued by the Institute of Chartered Accountants of India to the extent it does notcontradict any other accounting standard referred to in Section 133 of the Act read withRule 7 of Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material 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.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors’ 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.

7. 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

8. 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 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order 2016’ issuedby the Central Government of India in terms of subsection (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order.

10. 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 March31 2016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a 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 to ourseparate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors’ Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:

i. The Company has disclosed the impact if any of pending litigations as at March 312016 on its financial position in its standalone financial statements – ReferNote 24; ii. The Company has made provision as at March 31 2016 as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts including derivative contracts – Refer Notes 6 10 and 42;iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended March31 2016.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Anupam Dhawan
Place : Noida Partner
Date : May 06 2016 Membership Number 084451

Annexure A to Independent Auditors’ Report

Referred to in paragraph 10 of the Independent Auditors’ Report of even date tothe members of NIIT Technologies Limited on the standalone financial statements for theyear ended March 31 2016

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

1. We have audited the internal financial controls over financial reporting of NIITTechnologies Limited ("the Company") as of March 31 2016 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

2. The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors’ Responsibility

3. 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 prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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.

5. 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

6. 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

7. 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

8. 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 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 Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Anupam Dhawan
Place: Noida Partner
Date: May 06 2016 Membership Number 084451

Annexure B Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to themembers of NIIT Technologies Limited on the standalone financial statements as of and forthe year ended March 31 2016 i. (a) The Company is maintaining proper records showingfull particulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note 11 on fixed assets tothe financial statements are held in the name of the Company. ii. According to theinformation and explanations given to us the Company procures inventories specificallyfor the purpose of executing certain contracts and there is no inventory lying with themanagement or in transit as at the year end. iii. The Company has not granted any loanssecured or unsecured to companies firms Limited Liability Partnerships or other partiescovered in the register maintained under Section 189 of the Act. Therefore the provisionsof Clause 3(iii) (iii)(a) (iii)(b) and (iii)(c) of the said Order are not applicable tothe Company. iv. In our opinion and according to the information and explanations givento us the Company has complied with the provisions of Section 186 of the Companies Act2013 in respect of the loans and investments made and guarantees and security provided byit. The Company has not granted any loans or made any investment or provided anyguarantee or security to the parties covered under section 185. v. The Company has notaccepted any deposits from the public within the meaning of Sections 73 74 75 and 76 ofthe Act and the Rules framed there under to the extent notified. vi. The CentralGovernment of India has not specified the maintenance of cost records under sub-section(1) of Section 148 of the Act for any of the products of the Company. vii. (a) Accordingto the information and explanations given to us and the records of the Company examined byus in our opinion the Company is generally regular in depositing undisputed statutorydues in respect of income tax service tax and value added tax though there has been aslight delay in a few cases and is regular in depositing undisputed statutory duesincluding provident fund employees’ state insurance sales tax duty of customs duty of excise value added tax cess and other material statutory dues as applicablewith the appropriate authorities. (b) According to the information and explanations givento us and the records of the Company examined by us there are no dues of service-taxduty of customs duty of excise which have not been deposited on account of any dispute.The particulars of dues of income tax and value added tax as at March 31 2016 which havenot been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount(Rs.) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 31038133 Assessment Year 2006-07 Income Tax Appellate Tribunal
Interest 17390185
Income Tax Act 1961 Income Tax 101587713 Assessment Year 2007-08 Income Tax Appellate Tribunal
Interest 51477011
Income Tax Act 1961 Income Tax 7452835 Assessment Year 2008-09 Income Tax Appellate Tribunal
Interest 1770798
Income Tax Act 1961 Income Tax 67757486 Assessment Year 2009-10 Commissioner of Income Tax (Appeals)
Interest 20851525
Income Tax Act 1961 Income Tax 439716 Assessment Year 2010-11 Commissioner of Income Tax (Appeals)
Interest 111484
Income Tax Act 1961 Income Tax 10401805 Assessment Year 2011-12 Commissioner of Income Tax (Appeals)
Interest 7102295
Income Tax Act 1961 Income Tax 8042832 Assessment Year 2012-13 Commissioner of Income Tax (Appeals)
Interest 5101
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax 3100140 January 1 2013 to March 312015 Appellate Deputy Commissioner of (Commercial Tax)
Penalty 2798994

Annexure B to Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to themembers of NIIT Technologies Limited on the standalonefinancial statements for the yearended March 31 2016 viii. According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution as at the balance sheet date. The Companydoes not have borrowing from Bank and also the Company has not issued any debentures as atthe balance sheet date. ix. The Company has not raised any moneys by way of initial publicoffer further public offer (including debt instruments) and term loans. Accordingly theprovisions of Clause 3(ix) of the Order are not applicable to the Company. x. During thecourse of our examination of the books and records of the Company carried out inaccordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us we have neither come across any instance ofmaterial fraud by the Company or on the Company by its officers or employees noticed orreported during the year nor have we been informed of any such case by the Management.xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct. xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are notapplicable to it the provisions of Clause 3(xii) of the Order are not applicable to theCompany. xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Accounting Standard (AS) 18 Related Party Disclosures specified under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. xiv. The Company hasnot made any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Accordingly the provisions of Clause3(xiv) of the Order are not applicable to the Company. xv. The Company has not enteredinto any non-cash transactions with its directors or persons connected with him.

Accordingly the provisions of Clause 3(xv) of the Order are not applicable to theCompany. xvi. The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Orderare not applicable to the Company.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Anupam Dhawan
Place: Noida Partner
Date: May 06 2016 Membership Number 084451