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California Software Company Ltd.

BSE: 532386 Sector: IT
NSE: CALSOFT ISIN Code: INE526B01014
BSE 00:00 | 22 Jun 15.73 -0.82
(-4.95%)
OPEN

15.73

HIGH

15.73

LOW

15.73

NSE 00:00 | 22 Jun 15.75 -0.80
(-4.83%)
OPEN

15.75

HIGH

15.75

LOW

15.75

OPEN 15.73
PREVIOUS CLOSE 16.55
VOLUME 1506
52-Week high 21.31
52-Week low 6.25
P/E 121.00
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.73
CLOSE 16.55
VOLUME 1506
52-Week high 21.31
52-Week low 6.25
P/E 121.00
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

California Software Company Ltd. (CALSOFT) - Auditors Report

Company auditors report

To the Members of California Software Company Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof California Software

Company Limited ("the Company") which comprise the BalanceSheet as at March 31 2019 the

Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of significant accounting policies and otherexplanatory information.

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance including other comprehensiveincome cash flows and changes in equity of the Company in accordance with accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Ind AS financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit. We have taken into account the provisions of theAct the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made thereunder. Weconducted our audit of the standalone Ind AS financial statements in accordance with theStandards on Auditing issued by the Institute of Chartered Accountants of India asspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statementsthat give a true and fair view in order to design audit procedures that are appropriate inthe circumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by theCompany's Directors as well as evaluating the overall presentation of the standaloneInd AS financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalone IndAS financial statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2019 its profit including other comprehensive income its cashflows and the changes in equity for the year ended on that date.

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 of the Act we give in the "Annexure

1"a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

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

a) We have sought and obtained all the information and explanationswhich to the best of 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 beenkept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet Statement of Profit and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone Ind AS financial statementscomply with the Accounting Standards specified under section 133 of the Act read withCompanies (Indian Accounting Standards) Rules 2015 as amended;

e) On the basis of written representations received from the directorsas on March 31 2019 and taken on record by the Board of Directors none of the directorsis disqualified as on March 31 2019 from being appointed as a director in terms ofsection 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure 2" to this report;

g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

• The Company has disclosed the impact of pending litigations onits financial position in its standalone Ind AS financial statements;

• The Company has made provision as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts including derivative contracts;

• There has been no delay in transferring amounts required tobe transferred to the Investor Education and Protection Fund by the Company;

For N. BALASUBRAMANIAN ASSOCIATES
Chartered Accountants
Place: Chennai N. BALASUBRAMANIAN
Date: 10.05.2019 Partner
Membership No.: 023445

Annexure 1 referred to in paragraph 1 of the section on "Report onOther

Legal and Regulatory Requirements" of our report of even date

Re: California Software Company Limited (the Company)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) All fixed assets were physically verified by the management inaccordance with a planned programme of verifying them in phased manner over a period ofthree years which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verificationconducted during the financial year.

(c) According to the information and explanations given by themanagement the title deeds of immovable properties included in property plant andequipment / fixed assets are held in the name of the Company.

(ii) The management has conducted physical verification of inventory atreasonable intervals during the financial year and no material discrepancies were noticedon such physical verification.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii)(a) (b) and(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us provisions of section 186 of the Companies Act 2013 in respect of loansgiven have been complied with by the Company.

In our opinion and according to the information and explanations givento us there are no loans investments guarantees and securities given in respect ofwhich provisions of section 185 of the Companies Act 2013 are applicable and hence notcommented upon.

(v) The Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained the CentralGovernment has not specified the maintenance of cost records under clause 148(1) of theCompanies Act 2013 for the products / services of the Company.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of custom valueadded tax goods and service tax cess and other material statutory dues have generallybeen regularly deposited with the appropriate authorities though there has been slightdelay in few cases. The provisions relating to duty of excise is not applicable to theCompany.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax sales-tax goods and service tax duty of custom Value added tax Cess andother statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable. According to the records of the Company thedisputed amount of income-tax and service tax is Rs. 133960202 and Rs. 3552977respectively.

(Viii) In our opinion and according to the information and explanationsgiven by the management the

Company has not defaulted in repayment of loans or borrowing to a bank.The Company did not have any outstanding loans or borrowing dues in respect of financialinstitution or government or dues to debenture holders.

(ix) According to the information and explanations given by themanagement the Company has not raised any money by way of initial public offer / furtherpublic offer / debt instruments hence reporting under clause is not applicable to theCompany and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management we report that no fraud by thecompany or no fraud / material fraud on the company by the officers and employees of theCompany has been noticed or reported during the year.

(xi) According to the information and explanations given by themanagement the managerial remuneration has not been paid.

(xii) In our opinion the Company is not a Nidhi company. Thereforethe provisions of clause 3(xii) of

the order are not applicable to the Company and hence not commentedupon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) are notapplicable to the company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any noncash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us theprovisions of section 45-IA of the

Reserve Bank of India Act 1934 are not applicable to the Company.

For N.BALASUBRAMANIAN ASSOCIATES
Chartered Accountants
Place: Chennai N. BALASUBRAMANIAN
Date: 10.05.2019 Partner
Membership No.: 023445

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF CALIFORNIA SOFTWARE COMPANY LIMITED

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the

Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of California Software Company Limited ("the Company") as of March 312019 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. 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 the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing asspecified under section 143(10) of the Companies Act 2013 to the extent applicable to anaudit of internal financial controls and 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for

our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting isa process 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 financial controlover financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2019 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For N. BALASUBRAMANIAN ASSOCIATES
Chartered Accountants
Place: Chennai (N. BALASUBRAMANIAN)
Date: 10.05.2019 (Partner)
Membership No. : 023445