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Apollo Micro Systems Ltd.

BSE: 540879 Sector: IT
NSE: APOLLO ISIN Code: INE713T01010
BSE 00:00 | 15 Nov 71.25 -6.10
(-7.89%)
OPEN

76.25

HIGH

77.50

LOW

70.50

NSE 00:00 | 15 Nov 71.10 -6.40
(-8.26%)
OPEN

75.25

HIGH

80.00

LOW

70.35

OPEN 76.25
PREVIOUS CLOSE 77.35
VOLUME 5103
52-Week high 151.60
52-Week low 65.15
P/E 5.25
Mkt Cap.(Rs cr) 148
Buy Price 70.50
Buy Qty 9.00
Sell Price 71.90
Sell Qty 100.00
OPEN 76.25
CLOSE 77.35
VOLUME 5103
52-Week high 151.60
52-Week low 65.15
P/E 5.25
Mkt Cap.(Rs cr) 148
Buy Price 70.50
Buy Qty 9.00
Sell Price 71.90
Sell Qty 100.00

Apollo Micro Systems Ltd. (APOLLO) - Auditors Report

Company auditors report

To

The Members of

Apollo Micro Systems Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Apollo Micro SystemsLimited(the Company)which comprise the Balance Sheet as at 31st March 2018 theStatement of Profit and Lossstatement of changes in Equity and the Cash Flow Statementfor the year then ended and a summary of the significant accounting policies and otherexplanatory information for the year then ended.

Management's Responsibility for the 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 preparation of thesefinancial statements that give a true and fairview of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards prescribed undersection133 of the Act as applicable.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under and the Orderunder section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the 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' spreparation 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 Directors as well as evaluating the overall presentationof 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 31stMarch 2018 and its profit and its cash flows and the changes in equity for the yearended on that date.

Other Matters

The previous year's comparative financial information of the Company for the year endedMarch 312017 and the transition date balance sheet as at April 01 2016(the Comparativefinancial information) prepared and restated in compliance of provisions as per IndianAccounting Standards (Ind As) read with the Companies (Indian Accounting Standards)Rules2015 are included in these financial statements. The comparative financialinformation are based on the statutory financial statements prepared in accordance withthe Companies (Accounting Standards) Rules 2006 audited by us for the year ended March31 2017 and the predecessor auditor for the year ended March 31 2016 and expressed anunmodified opinion on those statutory financial statements and these have been restatedto comply with Ind AS. Adjustments made to the previously issued said financialinformation prepared in accordance with the Companies (Accounting Standards) Rules 2006to comply with Ind AS have been audited by us.

Our opinion on the financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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 Statement andstatement

of changes in equity dealt with by this Report are in agreement with the books ofaccount.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2018takenon record by the Board of Directors none of the directors is disqualifiedas on 31st March2018 from being appointed as a director in terms of Section 164 (2) ofthe Act.

f) 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 Auditor's Report inaccordance with Rule11 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) There are no pending litigations which would impact the financial position of thecompany;

(ii) The Company has no foreseeable losses on long-term contracts and has no derivativecontracts outstanding as at 31st March2018;

(iii) The company has no dues required to be transferred to the Investor Education andProtection Fund;

2. As required by the Companies (Auditor's Report) Order 2016 (the Order) issued bythe Central Government in terms of Section 143(11) of the Act we give in Annexure B astatement on the matters specified in paragraphs 3 and 4 of the Order.

For S.T Mohite & Co.

Chartered Accountants (Regd No: 011410S)

Sd/-
M.T. Sreenivasa Rao
Place: Hyderabad Partner (Membership No. 015635)
Date: May 29 2018

ANNEXURE A

TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

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 ApolloMicro Systems Limited ("the Company") as of March 312018 in conjunction withour audit 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 responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 judgement 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2018 based on the internal controlover financial 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 S.T Mohite & Co.

Chartered Accountants (Regd No: 011410S)

Sd/-
M.T. Sreenivasa Rao
Place: Hyderabad Partner (Membership No. 015635)
Date: May 29 2018

ANNEXURE B

TO THE INDEPENDENT AUDITOR'S REPORT

Sl No. Ref to CARO Report by Independent Auditors
1 3(i) Fixed Assets
3(i)(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
3(i)(b) As explained to us all the fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations give to us no material discrepancies were noticed on such physical verification.
3(i)(c) According to the information and explanation given to us and the records examined by us and based on the examination of sale deeds conveyance deeds encumbrance certificates verifies to us we reported that the title deeds comprising all the immovable properties of land and buildings which are freehold are in the name of company as the balance sheet date.
2 3(ii) Inventories
As explained to us the inventories has been physically verified during the year by the management at regular intervals .In our opinion the frequency of such verification is reasonable.
3 3(iii) Loans to parties covered by Sec.189 of the Companies Act2013 ("The Act)
3(iii)(a) According to the information and explanation given to us the company has during the year not granted any loans secured or unsecured to companies firms limited liability partner ships firms or other parties covered in the register - required to be maintained U/s 189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable to the company.
3(iii)(b)
3(iii)(c)
4 3(iv) Loans guarantees securities to and investments in other companies
In our opinion and according to the information and explanation given to us the company has no transactions for compliance u/s 185 & 186 of Companies Act 2013. Accordingly the clause 3(iv) is not applicable to the company.
5 3(v) Acceptance of deposits
In our opinion and according to the information and explanation given to us The company has not accepted any deposits covered by provisions of Sec.73 to 76 of the Act and hence paragraph 3(v) of the Order is not applicable to the company.
6 3(vi) Maintenance of cost records
As per information and explanations given to us the maintenance of cost records specified by the Central Government under Section 148(1) of the Companies Act 2013 (The Act) read with Rule 3 of the Cost Audit Rules is not applicable to the company and accordingly cost audit under Section 148(2) of the Act read with Rule 4 of Cost Audit Rules is not applicable to the company. Accordingly paragraph3(vi) of the order is not applicable.
7 3(vii) Statutory Dues
3(vii)(a) According to the records examined by us the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund Employee state insurance Goods and Services tax customs duty cess and other statutory dues where ever applicable. According to information and explanations given to us no undisputed arrears of statutory dues were outstanding as on the last day of the FY for a period of more than six months from the day they become payable.
3(vii)(b) According to the information and explanation given to us there are no material dues of statutory dues of Income tax Goods and Service tax Customs duty cess and other dues that have not been deposited.
8 3(viii) Defaults in repayments to Financial Institutions/Banks/Debenture holders
In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of loans or borrowings to financial institutions banks and government.
The Company issued and allot 1000000(Ten Lakhs) Unrated Unlisted Unsecured Fully Convertible Debentures of the Company of Face value of Rs 200 /-each on Private Placement during the year.
The 1000000 (Ten Lakhs) outstanding Fully Convertible debentures were also converted into equal number of equity shares at Rs 200 /- each (including Securities Premium of Rs 190/-)during the year.
9 3(ix) Initial public offer/further offer
The company has made an initial public offer of securities during the year. In our opinion and according to the information and explanation given to us the monies raised from initial public offer and the term loans have been applied by the company during the year for the purposes for which they were raised.
10 3(x) Frauds by or on the company
Based upon the audit procedures performed and to the best of our knowledge and according to the information and explanation given to us by the management we report that no fraud by the company and no material fraud on the company by its officers or employees has been noticed are reported during the course of our audit.
11 3(xi) Managerial Remuneration
The company has paid/provided managerial remuneration to its whole time director during the year and in our opinion and according to the information and explanation given to us such managerial remuneration is according with the provisions of section 197 of the Act read with schedule V to the Act.
12 3(xii) Nidhi company
In our opinion and according to the information and explanation given to us the company is not a Nidhi company and hence paragraph 3(xii) of the order is not applicable.
13 3(xiii) Transactions with Related parties
As explained to us and as per records of the company in our opinion the transactions with related parties are in compliance with provisions of section 177 and section 188 of the Act and the details have been disclosed in the financial statements as required by the applicable accounting standards.
3(xiv) Preferential allotment u/s 62 or private placement u/s 42 of the Act
According to the information and explanation given to us the company has made preferential allotment of 288300 equity shares u/s 62 of the Act and also issued and allot 1000000 (Ten Lakhs) Unrated Unlisted Unsecured Fully Convertible Debentures of the Company of Face value of Rs 200 /-each on Private Placement basis during the year.
The 1000000 (Ten Lakhs) outstanding Fully Convertible debentures were also converted into equal number of equity shares at Rs 200 /- each (including Securities Premium of Rs 190/-)during the year.
The amounts raised through preferential allotment of equity and debentures have been applied by the Company during the year for the purposes for which the funds were raised.
15 3(xv) Non-cash transactions with directors u/s 192 of the Act
According to the records of the company the company has not entered during the year in to any non cash transactions with directors or directors of its subsidiaries or associate companies or persons connected with him and hence provisions of Sec 192 of the Act and paragraph 3(xv) of the Order is not applicable.
16 3(xvi) Registration u/s 45-1A of RBI Act1934
The company is not required to be registered under section 45-1A of the Reserve bank of India Act 1934 and hence paragraph 3(xvi) of the order is not applicable.
For S.T Mohite & Co.
Chartered Accountants (Regd No: 011410S)
Sd/-
M.T. Sreenivasa Rao
Place: Hyderabad Partner (Membership No. 015635)
Date: May 29 2018