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R S Software (India) Ltd.

BSE: 517447 Sector: IT
NSE: RSSOFTWARE ISIN Code: INE165B01029
BSE LIVE 14:08 | 24 Nov 75.40 0.75
(1.00%)
OPEN

74.60

HIGH

76.55

LOW

74.50

NSE 13:49 | 24 Nov 75.35 0.80
(1.07%)
OPEN

74.65

HIGH

76.70

LOW

74.35

OPEN 74.60
PREVIOUS CLOSE 74.65
VOLUME 38120
52-Week high 127.50
52-Week low 59.10
P/E
Mkt Cap.(Rs cr) 194
Buy Price 75.40
Buy Qty 1085.00
Sell Price 75.85
Sell Qty 52.00
OPEN 74.60
CLOSE 74.65
VOLUME 38120
52-Week high 127.50
52-Week low 59.10
P/E
Mkt Cap.(Rs cr) 194
Buy Price 75.40
Buy Qty 1085.00
Sell Price 75.85
Sell Qty 52.00

R S Software (India) Ltd. (RSSOFTWARE) - Auditors Report

Company auditors report

To

The Members of M/s. R. S. Software (India) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of R S Software(India) Limited ("the Company") which comprise of the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance 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 ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgements 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

Our responsibility is to express and opinion on these standalone financial statementsbased on our audit.

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 required 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 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 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 2017 and its profit / loss and its cash flows for the year ended on thatdate.

Reports on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors Report) Order 2016 ( the Order) issued bythe Central Government of India in terms of section 143 (11) of the Act we give in theAnnexure A a Statement on the matters specified in paragraph 3 and 4 of the order

(ii) 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 purpose 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 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 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 and

(g) With respect to the other matters to be includes 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 does not have any pending litigations which would impact its financialposition in its financial statements; ii. The Company does not have any long termcontracts including derivation contract for which there are any material foreseeablelosses.;

iii. There are no amount which are required to be transferred to the InvestorsEducation and Protection Fund by the Company during the year.

iv. The Company has provided requisite disclosure in its financial statements as toholding as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and these are in according with the books of accountsmaintained by the Company. Refer Note 16 to the financial statements.

For Chaturvedi & Company
Chartered Accountants
(Firm Reg. No. 302137E)
Sd/-
Nilima Joshi
Place : Kolkata Partner
Date : 19.04.2017 Mem. No. 52122

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 2017 wereport that i. a) The Company has generally maintained proper records of all tangibleassets showing full particulars including quantitative details except location thereof

(b) As explained by the Management all the assets have been physically verified by themanagement during the year-end which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies were noticedon 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 to the Company.

iii. (a) On the basis of examination of records and according to the information andexplanation given to us we report that the Company has not granted any loans secured orunsecured to companies firms or other parties covered in the register maintained undersection 189 of the Companies Act 2013.

(b) As the Company has not given any loans clause iii(a) iii(b) and clause iii(c) ofparagraph 3 of ‘the order’ are not applicable.

(iv) On the basis of examination of records and according to information andexplanation given to us the Company has not granted any loans investments guarantee andsecurity to any person falling under section 185 of the companies act 2013

(v) The Company has not accepted any deposits and therefore the directives issued bythe Reserve Bank of India and the provisions of section 73 to 76 or any other relevantprovisions of the companies act 2013 and the rules formed thereunder are not applicable tothe company

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

(vii) a) According to information and explanation given to us and as per the records ofthe Company examined by us the Company is generally regular in depositing withappropriate authorities undisputed statutory dues including provident fundemployees’ state insurance income-tax sales tax service tax duty of custom dutyof excise value added tax cess and other statutory dues applicable to it. No statutorydues were outstanding as at 31st March 2017 for a period of more than six months from thedate they became payable.

b) According to the information and explanations given to us no undisputed amountspayable in respect of income tax sales tax service tax duty of customs duty of excisevalue added tax and other material statutory dues were outstanding as at 31st March 2017on account of any dispute except as follows :

Name of the Statute Nature of dues Amount Period to which the amount relates Forum where dispute is pending
Service Tax Service Tax 3.99 Crores 2007 – 2012 Appeal before CESTAT
Income Tax Income Tax 4.30 Crores AY 2013 – 1 4 CIT (Appeals)
Income Tax Income Tax 10.30 Crores AY 2012 – 13 Final Asst. Order received and appeal will be filed before the ITAT
Income Tax Income Tax -- AY 2014 – 15 CIT (Appeal)

(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders during the year. Accordinglyparagraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable.

(x) According to the information and explanation given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to information and explanation given to us and as per the records of theCompany examined by us the Managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies 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 Section 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 given 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 the records of theCompany examined by us the Company has not entered into non-cash transactions withdirectors or persons connected with him. Accordingly paragraph3(xv) of the Order is notapplicable.

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

For Chaturvedi & Company
Chartered Accountants
(Firm Reg. No. 302137E)
Sd/-
Nilima Joshi
Place : Kolkata Partner
Date : 19.04.2017 Mem. No. 52122

Annexure B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of subsection 3 of Section143 of the Companies Act 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of R SSOFTWARE (INDIA) LIMITED (‘the Company’) as on 31st March 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

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company consideringtheessentialcomponentsofinternalcontrolstatedintheGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe 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 the Company’s policies the safe guarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required 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 were established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operative effectiveness. Ouraudit of 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 auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion of the Company’s internal financial controls system over financialreporting.

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 purpose 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 responsible detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are records as necessary to permit preparation of financialstatements in accordance with authorizations of the Management and directors of theCompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company’s assets that could havea 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 nor 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 controlover financial reporting may become inadequate because of change 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 31st March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Chaturvedi & Company
Chartered Accountants
(Firm Reg. No. 302137E)
Sd/-
Nilima Joshi
Place : Kolkata Partner
Date : 19.04.2017 Mem. No. 52122