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Octaware Technologies Ltd.

BSE: 540416 Sector: IT
NSE: N.A. ISIN Code: INE208U01019
BSE LIVE 11:12 | 17 Oct 95.00 -3.00
(-3.06%)
OPEN

96.00

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96.00

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95.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 96.00
PREVIOUS CLOSE 98.00
VOLUME 3200
52-Week high 108.00
52-Week low 90.05
P/E 431.82
Mkt Cap.(Rs cr) 34
Buy Price 94.00
Buy Qty 1600.00
Sell Price 99.90
Sell Qty 1600.00
OPEN 96.00
CLOSE 98.00
VOLUME 3200
52-Week high 108.00
52-Week low 90.05
P/E 431.82
Mkt Cap.(Rs cr) 34
Buy Price 94.00
Buy Qty 1600.00
Sell Price 99.90
Sell Qty 1600.00

Octaware Technologies Ltd. (OCTAWARETECH) - Auditors Report

Company auditors report

To the Members of

Octaware Technologies Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of OctawareTechnologies Limited (the ‘Company') which comprise the Balance Sheet as atMarch 31 2017 the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation which we have signed under reference to this report.

Management's Responsibility for the Standalone Financial Statements

2. 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 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 the assets of the Company and for preventing and detecting frauds and otherirregularities; 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.

Auditors' 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 there under. 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 the 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 but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the 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 accompanying standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2017 and its profit and its cash flows for the year endedon that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order 2016' issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafterreferred to as the "Order") and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us. we give in the Annexure A a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

8. 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 accompanying standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and Accounting Standard 30 Financial Instruments:Recognition and Measurement issued by the Institute of Chartered Accountants of India tothe extent it does not contradict any other accounting standard referred to in Section 133of the Act read with Rule 7 of Companies (Accounts) Rules 2014;

(e) On the basis of the written representations received from the directors as on March31 2017 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 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 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;

(ii) The Company didn't have any long-term contracts or derivative contracts as atMarch 312017 for which there were no material foreseeable losses;

(iii) There has not been an occasion in case of the Company during the year underreport to transfer any Sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise.

(iv) The Company did not have any holdings or dealings in Specified Bank Notes duringthe period from 8th November 2016 to 30th December 2016- Refer Note 12 to FinancialStatements.

For Ashok K. Surana & Associates For MVK Associates
Chartered Accountants Chartered Accountants
Firm Registration Number; 115637W Firm Registration Number: 120222W
CA. Ashok Surana CA. R.P. Ladha
Proprietor Partner
Membership No.: 044664 Membership No.: 048195
Place: Mambai Place: Mambai
Date: 24th May 2017. Date: 24th May 2017.

Annexure A to Independent Auditors' Report

Referred to in paragraph 7 of the Independent Auditors' Report of even date to themembers of OCTAWARE TECHNOLOGIES LIMITED on the standalone financial statements asof and 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 is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As informed the fixed assets are physically verified by the Management at regularintervals. No material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us as the company owns noimmovable properties the requirements on reporting whether title deeds of immovableproperties held in the name of the company is not applicable.

ii. The company neither has any inventory as on 31.03.2017 nor at any time during theyear. Hence the provision of Clause 3(ii) of the Order is not applicable to the Company.

iii. The Company has not granted any loans or advances in the nature of loans toparties covered in the register maintained under section 189 of the Companies Act 2013.Hence the question of reporting whether the terms and conditions of such loans areprejudicial to the interest of the company whether reasonable steps for recovery ofoverdue of such loans are taken does not arise.

iv. In our opinion and according to the information and explanations given to us theCompany has not given any loan guarantee or security in respect of loans or made anyinvestments. Hence the question of reporting whether provisions of section 185 and 186 ofthe companies Act 2013 have been complied does not arise.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits so far upto 31s(March 2017. Hence the provision ofClause 3(v) of the Order is not applicable to the Company.

vi. The Central Government of India has not prescribed the maintenance of cost recordsunder subsection (1) of section 148 of the Companies Act 2013.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees' state insurance salestax service tax. duty of customs duty of excise value added tax and other materialstatutory dues as applicable with the appropriate authorities in India;

According to the information and explanations given to us no disputed amounts payablein respect of aforesaid dues were in arrears as at March 312017 for a period more thansix months from the date they become payable.

(b) According to the information and explanations given to us and the records of theCompany examined by us \there are no dues of sales tax service tax duty of customsduty of excise or value added tax or cess which have not been deposited on account of anydispute.

viii. According to the records of the Company the company has not borrowed fromfinancial institution or banks or Government or has not issue an debenture till 31st March2017. Accordingly provisions of Clause 3(viii) of the Order are not applicable to thecompany.

ix. According to the information and explanations given to us and the records of theCompany examined by us money raised by way of initial public offer during the year havebeen applied for the purpose for which they were raised

x. 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 material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. According to the information and explanations given to us and the records of theCompany examined by us the Company has not paid or provided any Managerial remunerationduring the year. Hence the provisions of Clause 3(xi) of the Order are not applicable tothe Company.

xii According to the information and explanations given to us and the records of theCompany examined by us the Company is not a Nidhi. Hence the provisions of Clause 3(xii)of the Order are not applicable to the Company.

xiii. In our opinion and as per information and explanations provided to us bymanagement all the transactions with the related parties are in compliance with theprovisions of sections 177 and 188 of Companies Act 2013 where applicable and the detailshave been disclosed in the financial statements as required under Accounting Standard (AS)18 Related Party Disclosures specified under Section 133 of the Act read with rule 7 ofthe Companies (Accounts) Rules 2014.

xiv. The company has made private placement of shares during the year and amount soraised have been used for the purpose for which the fund were raised.

xv. According to the records of the Company examined by us and the information andexplanation given to us the company has not entered into any non-cash transactions withits directors or persons connected with him. Accordingly the provisions of Clause 3(xv)of the Order are not applicable to the Company.

xvi. The Company is not required to get registered under Section 45-IA of the ReserveBank of India Act 1934.

For Ashok K. Surana & Associates For MVK Associates
Chartered Accountants Chartered Accountants
Firm Registration Number; 115637W Firm Registration Number: 120222W
CA. Ashok Surana CA. R.P. Ladha
Proprietor Partner
Membership No.: 044664 Membership No.: 048195
Place: Mambai Place: Mambai
Date: 24th May 2017. Date: 24th May 2017.

Annexure B to Independent Auditors' Report

Referred to in paragraph 8(f) of the Independent Auditors' Report of even date to themembers of OCTAWARE TECHNOLOGIES LIMITED on the standalone financial statements asof and for the year ended March 31 2017.

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 OCTAWARETECHNOLOGIES LIMITED ("the Company") as of March 31 2017 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India (ICAI). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls which wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the respective company's policies the safeguarding of its assetsthe prevention 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.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Group'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") issued by the Institute of Chartered Accountants of India(ICAI) and the Standards on Auditing deemed to be prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the ICAI.Those Standards and the Guidance Note require that we comply with the ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial control system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedoperating and understanding of internal financial controls over financial reportingassessing the risk that a material weakness exist and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risk ofmaterial misstatement of the financial statement 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 controls overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial controls 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 with theGenerally Accepted Accounting Principles. A company's internal financial controls overfinancial reporting includes those policies and procedures that:

i. pertain to the maintenance of records that in reasonable details accurately andfairly reflect the transaction and dispositions of the assets of the company;

ii. Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with the generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

iii. Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or dispositions of the company's assets that could have amaterial 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 period are subject to the risk that the internal financial controlsover financial reporting may become inadequate because of the changes in conditions orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the company in all material respect an adequate internal financialcontrol system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2017 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 Ashok K. Surana & Associates For MVK Associates
Chartered Accountants Chartered Accountants
Firm Registration Number; 115637W Firm Registration Number: 120222W
CA. Ashok Surana CA. R.P. Ladha
Proprietor Partner
Membership No.: 044664 Membership No.: 048195
Place: Mambai Place: Mambai
Date: 24th May 2017. Date: 24th May 2017.