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Aptech Ltd.

BSE: 532475 Sector: Services
NSE: APTECHT ISIN Code: INE266F01018
BSE 00:00 | 14 Nov 162.55 -4.60
(-2.75%)
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168.05

HIGH

170.70

LOW

161.80

NSE 00:00 | 14 Nov 162.60 -5.05
(-3.01%)
OPEN

167.65

HIGH

170.70

LOW

161.90

OPEN 168.05
PREVIOUS CLOSE 167.15
VOLUME 37786
52-Week high 210.00
52-Week low 111.80
P/E 82.93
Mkt Cap.(Rs cr) 648
Buy Price 162.55
Buy Qty 459.00
Sell Price 162.55
Sell Qty 15.00
OPEN 168.05
CLOSE 167.15
VOLUME 37786
52-Week high 210.00
52-Week low 111.80
P/E 82.93
Mkt Cap.(Rs cr) 648
Buy Price 162.55
Buy Qty 459.00
Sell Price 162.55
Sell Qty 15.00

Aptech Ltd. (APTECHT) - Auditors Report

Company auditors report

To The Members of

Aptech Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Aptech Limited(‘‘the Company’’) which comprise the Balance Sheet as at March 312019 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity the Statement of Cash Flows for the year then ended andnotes to the standalone financial statements including a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone financial statements"). In our opinion and to the best of ourinformation and according to the explanations given to us the aforesaid standalonefinancial statements give the information required by the Companies Act 2013 as amended("the Act") in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under Section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended ("IndAS") and other accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019 its profit and total comprehensive incomethe changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act (SAs). Ourresponsibilities under those standards are further described in the "Auditor’sResponsibilities for the Audit of the Standalone Financial Statements" section of ourreport. We are independent of the Company in accordance with the "Code ofEthics" issued by The Institute of Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole for the year ended March 31 2019 and in forming our opinionthereon and we do not provide a separate opinion on these matters. We have determined thematters described below to be the key audit matters to be communicated in our report:

Information Other than the Standalone Financial Statements and Auditor’s ReportThereon

The Company’s Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board’s Report including Annexures to Board’s ReportBusiness Responsibility Report Corporate Governance and Shareholder’s Informationbut does not include the standalone financial statements and our auditor’s reportthereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 Act with respect to the preparation and presentation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance (including other comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS specified under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015.

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 the 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the management is responsible forassessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor’s report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor’s report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

Attention is invited to Note 28.2 to the standalone financial statements about theremuneration of Rs. 9.81 lakhs provided and paid to the Managing Director during theFinancial Year 2018-19 in excess of the limit prescribed under Section 197 read withSchedule V to the Companies Act 2013 which shall be regularised by the Company by takingapproval from the shareholders at the ensuing Annual General Meeting till such time theexcess remuneration paid is held by the Managing Director in trust for the Company.

Our opinion on the standalone financial statements and our report on Other Legal andRegulatory Requirements below is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report to the extent applicable 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 (including Other ComprehensiveIncome) the Statement of Changes in Equity the Statement of Cash Flows and notes to theStandalone Financial Statements dealt with by this Report are in agreement with the booksof account;

d. In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended;

e. On the basis of written representations received from the directors as on March 312019 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2019 from being appointed as a director in terms of Section 164(2) of theAct;

f. With respect to the internal financial controls with reference to financialstatements 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 requirement of Section 197 (16) of the Act as amended: Attention isinvited to Note 28.2 to the standalone financial statements about the remuneration of Rs.9.81 lakhs provided and paid to the Managing Director during the Financial Year 2018-19 inexcess of the limit prescribed under Section 197 read with Schedule V to the CompaniesAct 2013 which shall be regularised by the Company by taking approval from theshareholders at the ensuing Annual General Meeting till such time the excess remunerationpaid is held by the Managing Director in trust for the Company. Read with our remarks inthe above paragraph in our opinion and to the best of our information and according tothe explanations given to us the remuneration paid by the Company to its directors duringthe year is in accordance with the provisions of Section 197 read with Schedule V of theAct and is not in excess of the limit laid down under Section 197 of the Act. The Ministryof Corporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

h. 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – Refer Note 39 forming part ofstandalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312019.

2. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theAct we enclose in the "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Place : Mumbai Partner
Date : May 21 2019 Membership No. 036148

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 1(f) under the heading of "Report on Other Legal andRegulatory Requirements" in our Independent Auditor’s Report of even date on theStandalone Financial Statements for the year ended March 31 2019.

Report on the Internal Financial Controls with reference to Financial Statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls with reference to standalone financialstatements of Aptech Limited ("the Company") as of March 31 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 financial controls with reference to financialstatements criteria established by the Company considering the essential components ofinternal controls stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting ("the Guidance Note") issued by the Institute of CharteredAccountants of India (‘‘ICAI’’). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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 the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor’sjudgment including the assessment of the risks of material misstatement in the standalonefinancial statements whether due to fraud or error. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company’s internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal financialcontrols with reference to financial statements includes those policies and proceduresthat: a. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company; b. providereasonable assurance that transactions are recorded as necessary to permit preparation ofthe financial statements in accordance with generally accepted accounting principles andthat receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; c. provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition use or dispositionof the company’s assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures 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 internal financial controls withreference to the standalone financial statements and such internal financial controls withreference to standalone financial statements were operating effectively as at March 312019 based on the internal controls over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance -Note.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Place : Mumbai Partner
Date : May 21 2019 Membership No. 036148

ANNEXURE B TO INDEPENDENT AUDITOR’S REPORT

Referred to in Paragraph 2 under the heading of "Report on Other Legal andRegulatory Requirements" of our Independent Auditor’s Report of even date on theStandalone Financial Statements for the year ended March 31 2019.

Report on the Companies (Auditor’s Report) Order 2016 issued in terms of Section143(11) of the Companies Act 2013 ("the Act") of Aptech Limited ("theCompany")

i. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment ("PPE").

b. PPE have been physically verified by the management according to a phased programmedesigned to cover all PPE over a period of three years which in our opinion provides forphysical verification of all the items of PPE at reasonable intervals. Pursuant to theprogramme a material portion of the items of PPE have been verified by the managementduring the year and no material discrepancies were noticed on 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 asincluded in Note 4 of standalone financial statements are held in the name of theCompany. ii. Inventories have been physically verified by the management during the year.In our opinion the frequency of such verification is reasonable and no materialdiscrepancies were noticed on such physical verification. iii. The Company has not grantedany loans secured or unsecured to companies firms limited liability partnerships orother parties covered in the Register maintained under Section 189 of the Act except forloan given to the Whole Time Director aggregating Rs. 25.84 Lakhs the terms andconditions whereof are prima facie not prejudicial to the interest of the Company.According to the information and explanations given to us and on the basis of ourexamination the schedule of repayment of principal and interest has been stipulated andrepayments of principal and interest have been regular as per stipulations. There are noamounts overdue for more than ninety days as at March 31 2019. iv. In our opinion andaccording to the information and explanations given to us the Company has complied withthe provisions of Sections 185 and 186 of the Act with respect to the loans andinvestments made. The Company has not given any guarantee or provided any security inconnection with a loan to any person or other body corporate and accordingly the questionof commenting on compliance with the provisions in respect thereof does not arise. v. Inour opinion and according to the information and explanations given to us the Company hasnot accepted any deposit from the public. Accordingly paragraph 3(v) of the Order tocomment on whether the Company has complied with the directives issued by the Reserve Bankof India and the provisions of Sections 73 to 76 or any other relevant provisions of theAct and rules framed thereunder is not applicable. vi. According to the information andexplanations given to us pursuant to the Companies (Cost Records and Audit) Rules 2014read with Section 148(1) of the Act the Central Government has not prescribed maintenanceof cost records in respect of any of the Company’s products. Accordingly paragraph3(vi) of the Order is not applicable to the Company. vii. a. According to the informationand explanations given to us and on the basis of the books and records examined by us theCompany has been regular in depositing the undisputed statutory dues including ProvidentFund Employees’ State Insurance Income-tax Goods and Service Tax Cess and otherstatutory dues as applicable to it with the appropriate authorities in India. There areno arrears of outstanding statutory dues on the last day of the financial year for aperiod of more than six months from the date they become payable.

b. According to the information and explanations given to us and on the basis of thebooks and records examined by us there are no material dues of Income-tax Service Taxand Goods and Service Tax which have not been deposited on account of any disputes. viii.According to the information and explanations given to us as also on the basis of thebooks and records examined by us the Company has not taken any loans or borrowings fromany bank financial institution or Government and has not issued any debenture and hencethere are no dues in respect of any loan or borrowing during the year. Accordinglyparagraph 3(viii) of the Order in respect thereof is not applicable. ix. According to theinformation and explanations given to us and on the basis of the books and recordsexamined by us the Company has not raised any money by way of initial public offer orfurther public offer (including debt instruments) and term loans during the year.Accordingly reporting requirements as per provisions of paragraph 3(ix) of the Order arenot applicable to the Company. x. According to the information and explanations given tous no material fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the year in the course of our audit. xi. The Company haspaid Managerial Remuneration to Managing Director for the Financial Year 2018-19 which isin excess by Rs. 9.81 lakhs of the limits specified as per Section 197 read withSchedule-V of the Companies Act 2013. Pursuant to provisions of the Companies (Amendment)Act 2017 the Company is required to take approval for the excess paid from theshareholders at the ensuing Annual General Meeting until which the said excess is held bythe Managing Director in trust for the Company.

Also the excess remuneration of Rs. 73.92 lakhs paid to the erstwhile ManagingDirector for the Financial Year 2014-15 is being recovered from the erstwhile ManagingDirector pursuant to the approval received from the Central Government. The Company hasalready recovered Rs. 25.21 lakhs out of the aforesaid amount. xii. The Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable to theCompany. 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 the provisions of Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the standalone financial statements asrequired by the applicable accounting standards. xiv. According to the information andexplanations given to us and on the basis of the books and records examined by us theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review. Accordingly reporting underparagraph 3(xiv) of the Order is not applicable. xv. According to the information andexplanations given to us and based on our examination of the records the Company has notentered into non-cash transactions with any of the directors or any person connected withthem. Accordingly paragraph 3(xv) of the Order is not applicable. xvi. The Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For BANSI S. MEHTA & CO.
Chartered Accountants
Firm Registration No. 100991W
PARESH H. CLERK
Place : Mumbai Partner
Date : May 21 2019 Membership No. 036148