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Onward Technologies Ltd.

BSE: 517536 Sector: IT
NSE: ONWARDTEC ISIN Code: INE229A01017
BSE LIVE 15:43 | 18 Oct 142.75 -12.10
(-7.81%)
OPEN

157.70

HIGH

160.00

LOW

140.40

NSE 15:49 | 18 Oct 142.75 -11.65
(-7.55%)
OPEN

156.00

HIGH

159.40

LOW

141.25

OPEN 157.70
PREVIOUS CLOSE 154.85
VOLUME 138300
52-Week high 169.45
52-Week low 58.10
P/E 128.60
Mkt Cap.(Rs cr) 221
Buy Price 0.00
Buy Qty 0.00
Sell Price 142.00
Sell Qty 887.00
OPEN 157.70
CLOSE 154.85
VOLUME 138300
52-Week high 169.45
52-Week low 58.10
P/E 128.60
Mkt Cap.(Rs cr) 221
Buy Price 0.00
Buy Qty 0.00
Sell Price 142.00
Sell Qty 887.00

Onward Technologies Ltd. (ONWARDTEC) - Auditors Report

Company auditors report

To

The Members

Onward Technologies Limited Report on the Financial Statements

We have audited the accompanying Financial Statements of Onward Technologies Limited("the Company") which comprise the Balance Sheet as at March 31 2017 and theStatement of Profit and Loss and Cash Flow Statement for the year then ended and a summaryof significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation andpresentation of these 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 relevant rules issued thereunder fromtime to time. The responsibility also includes the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; the selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and the design implementation and maintenance of adequateinternal financial 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 financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions 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 Board of Directors as well as evaluating the overallpresentation 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March312017 and its profits and its cash flow for the year ended on that date.

Emphasis of Matter

We draw attention to Note no. 40 to the financial statements regarding non appointmentof key management personnel. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we give in the "Annexure A" statement on the matters specifiedin paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we reportthat:

(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 bylaw 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 financial statements comply with the AccountingStandards referred under Section 133 of the Act read with relevant rules issuedthereunder from time to time;

(e) On the basis of the written representations received from the directors of theCompany as on 31st March 2017 taken on record by the Board of Directors none of thedirectors of the Company are disqualified as on 31st March 2017 from being appointed as adirector in terms of Section 164 (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 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 Note 28 to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses-Refer Note 27 to the financialstatements.

iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from November 082016 to December 30 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountsmaintained by the Company and as produced to us by the Management-Refer Note 43 to thefinancial statements.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration Number: 105215W/W 100057

Parag Pansare

Partner

Membership Number: 117309 Mumbai May 22 2017

Annexure-A to the Independent Auditors' Report

The annexure referred to in paragraph 1 in Report on Other Legal and RegulatoryRequirements of the Independent Auditors' Report to the members of the Company on thefinancial statements for the year ended March 31 2017 we reportthat:

(I) (a) TheCompanyhasmaintainedproperrecordsshowingfullparticularsincludingquantitativedetails and situation of its fixed assets.

(b) During the year some I.T. Assets has been physically verified by the Management.As informed to us that the discrepancies will then be dealt with in the accounts once theprocess of compilation is complete.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company does not own any immovableproperty.

(ii) The Company is a service company primarily engaged in Mechanical Engineeringdesigning and Information Technology services and consultancy. Further in respect oftrading activities of the company the products viz. Software are purchased only ifcounter orders are received from the customers thus it does not carry any physicalinventories as on balance sheet date. Thus paragraph 3(ii) of the Order is not applicableto the Company.

(iii) According to the information and explanations given to us the Company hasgranted unsecured loans to its wholly owned subsidiary which is a party covered in theRegister maintained under Section 189 of the Companies Act 2013 ('The Act").

(a) The terms and conditions of the grant of this loan are not prejudicial to theCompany's interest.

(b) Even though no schedule of repayment of principal and payment of interest has beenstipulated as per the mutually agreed upon terms the same loan has been received fully.

(c) As mentioned above there is no amount due as at the year-end in respect to theloan granted.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of sections 185 and 186 of the Act with respectto the loans and investments made.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public under Section 73 to 76 or any otherrelevant provisions of the Companies Act and the rules framed there under.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of section 148 of theAct for any of the products and services rendered by the company. Accordingly paragraph3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including Provident Fund Employees'State Insurance Income Tax Service Tax Value Added Tax Cess and any other materialstatutory dues have been regularly deposited during the year by the Company withappropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of statutory dues were outstanding as at 31st March 2017 for a periodof more than six months from the date they become payable.

(b) According to the information and explanations given to us as at the end of theyear there are no dues on account of Sales Tax Income Tax Customs Duty Service TaxExcise Duty Cess and any other statutory dues as may be applicable that have not beendeposited on account of any dispute except as follows:-

Name of Statute Nature of Dues Year Amount (Rs.) Forum where dispute is pending
Income tax Act 1961 Transfer Pricing Adjustments FY 2005-06 Nil Hon'ble High Court Mumbai
Income tax Act 1961 Transfer Pricing Adjustments FY 2006-07 34729121 ITAT Mumbai
Income tax Act 1961 Transfer Pricing Adjustments FY 2007-08 73302289 ITAT Mumbai
Income tax Act 1961 Transfer Pricing Adjustments FY 2008-09 178379846 ITAT Mumbai
Income tax Act 1961 Transfer Pricing Adjustments FY 2010-11 1135000 CIT(A) Mumbai
Income tax Act 1961 Transfer Pricing Adjustments FY 2011-12 761637 CIT(A) Mumbai

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to its banks and financialinstitutions. The Company did not have any loan or borrowings from government or anydebentures outstanding during the year.

(ix) During the year the Company has not raised any moneys by way of Initial PublicOffer or Further Public Offer (including debt instruments). However during the year thecompany has raised money byway of term loans which were completely applied for the purposefor which they were raised.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been reported during the year.

(xi) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has paid/ provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V of the Act.

(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 sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(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 with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration Number: 105215W/W100057

Parag Pansare

Partner

Membership Number: 117309

Mumbai May 22 2017

Annexure-B to the Independent Auditors' Report

The annexure referred to in paragraph 2(f) on Other Legal and Regulatory Requirementsof the Independent Auditors' Report to the members of the Company on the financialstatements for the year ended March 312017.

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

We have audited the internal financial controls over financial reporting of OnwardTechnologies Limited ("the Company") as of March 31 2017 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". 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit conducted in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing to the extent applicable to anaudit of internal financial controls both issued by the Institute of CharteredAccountants of India. 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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 systemoverfinancial 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 overfinancialreporting 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Control 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 overfinancialreporting 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 2017 except that thereis scope for improvement and certain areas require strengthening of controls such asVerification of Fixed Assets Bill Booking of Expenses Processing of Payroll and GeneralControls with respect to Information Technology based on the internal controloverfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration Number: 105215W/W100057

Parag Pansare

Partner

Membership Number: 117309

Mumbai May 22 2017