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WW Technology Holdings Ltd.

BSE: 505583 Sector: IT
NSE: N.A. ISIN Code: INE972M01017
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WW Technology Holdings Ltd. (WWTECHNHD) - Auditors Report

Company auditors report

To

The Members of

WW TECHNOLOGY HOLDINGS LTD.

MUMBAI.

Report on the Financial Statements

1. We have audited the accompanying financial statements of W W Technology HoldingsLtd. ("the Company") which comprise the Balance Sheet as at March 31 2016the Statement of Profit and Loss and the Cash Flow Statement for the year ended 31stMarch 2016 and a Summary of Significant Accounting Policies and other Explanatoryinformation.

Management's Responsibility for the Financial Statements

2. The Company's Management is responsible for the matters stated in Section 134(5) ofthe Companies Act 2013("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors Responsibility

3. Our responsibility is to express an opinion on these financial statements based onour audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe 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 to 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 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 control relevant to the Company's preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies and the reasonableness of the accounting estimates made by themanagement as well as evaluating 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.

Opinion

6. 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.

a) In the case of the Balance Sheet of the state of affairs of the Company as at March31 2016.

b) In the case of the Statement of Profit and Loss of the profit for the year ended onthat date.

c) In the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on other Legal and Regulatory Requirements

7. As required by Companies (Auditors Report) Order 2015("the Order") issuedby the Central Government of India in terms of sub-section(11) of section 143 of the Actwe give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

8. As required by section 143(3) of the Act we report that :

a) We have obtained all the information and explanations which to the best of ourknowledge 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 appears from our examination of those books;

c) The Balance Sheet Statement of Profit and Loss and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d) In our opinion the Balance Sheet and Statement of Profit and Loss 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 written representations received from the directors as on March312016 and taken on record by the Board of Directors none of the directors isdisqualified as on March 312016 from being appointed as a director in terms section164(2) of the Companies Act 2013

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 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 as of March 31 2016.

ii) The Company has made provisions as required under applicable law or accountingstandards for material foreseeable losses if any and as required on long-term contractsincluding derivative contracts.

iii) The Company has not declared any Dividend during the year and hence the questionof transferring funds to the Investor Education and Protection Fund by the Company doesnot arise.

For R Sundaresan Aiyar & Co
Chartered Accountants
Firm Reg No: 110564W
R Sundaresan Aiyar
Place: Mumbai Proprietor
Date: 26.05.2016 M No: 043946

ANNEXURE A TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph under Report on Other Legal and Regulatory requirementssection of our Report of even date)

I. The Company has no stock of fixed Assets during the year. Hence this clause is notapplicable and as such there are no comments on sub clauses (a) and (b).

ii. The Company has no inventory during the year as it is

Service Company. Hence this clause is not applicable and as such there are no commentson sub clauses (a) to (c).

iii. In our opinion and according to the information and explanations given to us theCompany has neither granted nor taken any Loan secured or unsecured to or fromCompanies Firms or other parties covered in the register maintained under Section 189 ofthe Companies Act2013 .

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions Section 185 and 186 of the Act with respect tothe loans/guarantees given and investments made.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public during the year within the meaning ofSections 73 to 76 of the Act.

vi. The provisions of clause 3(vi) of the order are not applicable to the Company asthe respective entities are not covered by the Companies (Cost Records and Audit)Rules2014.

vii. (a) In our opinion and according to the information and explanations given to usthe Company is generally regular in depositing undisputed statutory dues includingprovident fund investor education and protection fund employees' State insuranceIncome-Tax Sales Tax Wealth-Tax Customs Duty Excise Duty cess and other statutorydues if any with the appropriate authorities as at 31st March 2016 for a period of morethan six months from the date they become payable.

(b) As explained to us there are no undisputed dues relating to income tax customsduty wealth tax and cess which have not been deposited as at 31st March 2016 for aperiod of more than six months from the date they became payable.

viii. According to the records of the Company examined by us and the information andexplanations given to us the Company has not defaulted in repayment of loans orborrowings to financial institutions or banks. The Company does not have any loans fromGovernment and has not issued any debentures during the year.

ix. In our opinion and according to the information and explanations given to us theCompany has not raised any money by way of initial public offer or further public offer(including debt instruments) and term loans raised during the year have been applied forthe purposes 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 been informed of any such case by theManagement.

xi. According to the records of the Company examined by us and information andexplanations given to us the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

xii. In our opinion and According to the information and explanations given to us theCompany is not a Nidhi Company and the Nidhi Rules2014 are not applicable to it.

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 and details of such transactions have beendisclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the records of the Company examined by us and information andexplanations given to us the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us and information andexplanations given to us the Company has not entered into non-cash transactions withdirectors or persons connected with him.

xvi. The Company is not registered under Section 45-IA of the Reserve Bank of IndiaAct1934.

For R Sundaresan Aiyar & Co
Chartered Accountants
Firm Reg No: 110564W
R Sundaresan Aiyar
Place: Mumbai Proprietor
Date: 26.05.2016 M No: 043946

ANNEXURE B TO INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause(i) of sub-section 3 of Section143 of the Companies Act 2013(‘'the Act") as referred to in paragraph 5(ii)(f)of the independent Auditor's Report of even date to the members of the WW TechnologyHoldings Ltd on the standalone financial statements for the year ended 31 March2016.

We have audited the internal financial controls over financial reporting of WWTechnolgy Holdings Ltd ("the Company") as of 31st March2016 in conjuction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

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'). 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 safeguarding ofits 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 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 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 judgment 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 31 March 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 R Sundaresan Aiyar & Co
Chartered Accountants
Firm Reg No: 110564W
R Sundaresan Aiyar
Place: Mumbai Proprietor
Date: 26.05.2016 M No: 043946

Terms of Reference:

The terms of reference of the Committee inter alia include the following:

• To review assess and recommend the appointment and remuneration of executivedirectors.

• To review the remuneration packages payable to executive directors periodicallyand recommend suitable revision/ increments whenever required to the Board of Directorsof the Company.

• To recommend the commission payable to the non-executive director(s) inaccordance with and upto the limits laid down under the Companies Act 2013.

• To identify persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down.

• To recommend to the Board the appointment and removal of the director and shallcarry out evaluation of every director performance.

• To formulate criteria for determining qualifications positive attributes andindependence of the director.

• To recommend to the Board of a ‘policy' relating to the remuneration ofDirectors Key Managerial Personnel and other employees.

• To devise a policy on Board diversity;

• To carry out such other functions as delegated by the Board from time to time.

Remuneration Policy:

The Board of Directors of the Company have approved Nomination & RemunerationPolicy of the Company which sets out the guiding principles for appointment &remuneration of Directors Key Managerial Personnel and Senior Management of the Company.

I. Appointment and removal of Directors Key Managerial Personnel (KMP) and SeniorManagement:

1. Appointment Criteria and Qualifications:

a) A person being appointed as director KMP or in senior management should possessadequate qualification expertise and experience for the position he / she is consideredfor appointment.

b) Independent Director:

i) Qualifications of Independent Director:

An Independent director shall possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance operations or other disciplines related to the Company'sbusiness.

ii) Positive attributes of Independent Directors:

An independent director shall be a person of integrity who possesses relevantexpertise and experience and who shall uphold ethical standards of integrity and probity;act objectively and constructively; exercise his responsibilities in a bona-fide manner inthe interest of the Company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the Company inimplementing the best corporate governance practices.

2. Removal:

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

3. Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

II. Remuneration:

A. Directors:

a) Executive Directors (Managing Director Manager or Whole Time Director):

I) At the time of appointment or re-appointment the Executive Directors shall be paidsuch remuneration as may be mutually agreed between the Company

Referred to in paragraph under Report on Other Legal and Regulatory Requirementssection of our Report of even date.

i. a) The Company has maintained the proper records showing full particulars includingquantitative details and situation of Fixed Assets.

b) Physical verification of Fixed Assets is carried out by the management with aplanned programme of verification which in our opinion provides for physicalverification of all Fixed Assets at reasonable intervals. The physically verified assetshave been compared with the book records and discrepancies noticed on such verificationwere not material and have been properly dealt with in books of accounts.

c) The Company has not disposed off substantial part of its fixed assets during theyear.

ii. The Company has no inventory during the year as it is Service Company. Hence thisclause is not applicable and as such there are no comments on sub clauses (a) to (c).

For R Sundaresan Aiyar & Co
Chartered Accountants
Firm Regn. No: 110564W
R Sundaresan Aiyar
Proprietor
Mumbai May 26 2016 Membership No: 043946