The Members of
M/s. Compucom Software Limited
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Compucom Software Limited("the Company") which comprise the Balance Sheet as at 31 March 2019 and theStatement of Profit and Loss (including other comprehensive income) Statement of Changesin Equity and Statement of Cash Flows for the year then ended and notes to the standalonefinancial statements including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financialstatements").
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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at 31 March 2019 and profit (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.
Key Audit Matters
Key audit matters ('KAM') are those matters that in our professional judgment were ofmost significance in our audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.
|S.No. Key Audit Matter ||Auditor's Response |
| ||We assessed the Company's process to identify the impact of adoption of the new accounting standard-Ind AS-115. |
|1 Accuracy of recognition measurement of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) ||Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: |
| || Evaluated the design of internal controls relating to implementation of the new revenue accounting standard. |
| || The contracts of the revenue were tested with reference to the operating effectiveness of the internal controls relating to performance obligations and determination of transaction price. The procedures applied included enquiry observation and examination of evidences in respect of operation of these controls. |
| || Evaluated the appropriateness of the disclosures provided under the revenue standards and assessed the completeness and accuracy of the relevant disclosures. |
| ||Relevant records in respect of revenue recorded for time and material contracts were tested with reference to time sheets customer's acceptances invoicing trend of collection and reporting to the Government Authorities. |
|2 Disinvestment of wholly owned foreign Subsidiary namely ITneer INC. (Loss of control as per Ind AS-110) ||Our audit approach through substantive testing included examination of relevant agreements review of CPA report in respect of book value of the equity of the subsidiary for determining the consideration evaluation of foreign currency translation evaluation of determination of profit on disinvestment review of the relevant minutes of board meetings and filings with the RBI. |
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon.
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 in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.
Management's Responsibility for the Standalone Financial Statements
The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit / loss(including other comprehensive income) changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
Board of Directors is also responsible for overseeing the Company's financial reportingprocess.
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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementthat 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 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 auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein "Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.
2. As required by Section 143(3) of the Act based on our audit 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 (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account.
(d) In our opinion the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the company's internal financialcontrols over financial reporting.
(g) With respect to the matter to be included in the Auditors' Report under section197(16):
In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditors' 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 as at 31 March 2019 onits financial position in its standalone financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
For Sapra and Company
CA. OM PRAKASH SAPRA
Membership No. 072372
Date: May 18 2019
Annexure A' to the Auditors Report (referred to in paragraph 1 under the heading"Report on Other Legal and Regulatory Requirements" of our report of even date) onthe Financial Statements for the year ended March 31 2019 of M/s Compucom SoftwareLimited
i. Fixed Assets:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The management during the year has physically verified the major assets and in ouropinion the frequency of verification is reasonable. No material discrepancies werenoticed 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 areheld in the name of the Company.
As explained to us the inventories except for those lying with the third partieswere physically verified during the year by Management at reasonable intervals and nomaterial discrepancies were noticed on physical verification
iii. Loans to the parties covered in the register maintained under Section 189 ofthe Act:-
According to information and explamation given to us the Company has not granted anyloan secured or unsecured to companies firms limited liability partnerships and otherparties covered in the register maintained under Section 189 of the Act thereforeprovisions of clause (iii) of paragraph 3 of the order are not applicable.
iv. Compliance of provisions of section 185 and 186 of the Companies Act 2013:-
In our opinion and according to the information and explanations given to us theCompany has not granted any such loan under the provisions of Section 185 and 186 of theAct hence the rules specified thereunder does not apply.
v Public Deposits-
The Company has not accepted any deposits during the year and does not have anyunclaimed deposits as at March 31 2019. Therefore the provisions of clause (v) ofparagraph 3 of the order are not applicable to the Company.
The maintenance of cost records has been prescribed by the Central Government undersection 148(1) of the Act for activity related to Education and Wind Power Generation.According to the information and explanations given to us and on the basis of ourexamination thereof we report that the company is maintaining the prescribed costrecords. We have however not made a detailed examination of the cost records with a viewto determine whether they are accurate or complete.
vii. Statutory Dues-
a) Undisputed Statutory Dues: According to the information and explanations given to usand on the basis of our examination of the record of the company undisputed statutorydues including provident fund ESI Income Tax Value added tax service tax cess andother material statutory dues have been generally regularly deposited during the year bythe company with the appropriate authorities.
b) Disputed statutory dues: Details of statutory dues which have not been deposited asat March 31 2019 on account of disputes are given below:
|Nature of dues ||Period to which the amount relates ||Forum where the Dispute is pending ||Amount (In Lacs) |
|Income Tax ||A.Y 2010-11 ||Commissioner of Income Tax (Appeals) ||12 |
|Income Tax ||A.Y 2016-17 ||Commissioner of Income Tax (Appeals) ||8 |
|Service Tax ||A.Y 2012-13 ||Custom.Central Excise & Service Tax Appellate Tribunal New Delhi ||Service Tax - 224.5 Penalty - 224.5 |
viii. Dues to Financial Institution or Bank or Debenture holders
According to the information and explanations given to us and based on the documentsand records produced before us there has been no default in repayment of dues to banksand financial institutions. Further there are no dues to debenture holders thereforeprovisions of clause (viii) of paragraph 3 of the order are not applicable.
ix. Application of IPO FPO and Term loans-
According to the information and explanations given to us the Company did not raiseany money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year therefore provisions of clause (ix) ofparagraph 3 of the order are not applicable.
x Fraud on or by the company-noticed or reported-
According to the information and explanations given to us and to the best of ourknowledge and belief no fraud on the company by its officers or employees or by theCompany has been noticed or reported during the year.
xi. Managerial Remuneration:-
According to the information and explanations give to us and based on our examinationof the records of the Company the Company has paid / provided for managerial remunerationin accordance with the provisions of Section 197 read with Schedule V to the Act.
According to the information and explanations give to us and based on our opinion theCompany is not a Nidhi company therefore provisions of clause (xii) of paragraph 3 of theorder are not applicable.
xiii. Related Party Disclosure:-
According to the information and explanations given to us and based on our examinationof the records of the Company transactions with the related parties are in compliancewith Sections 177 and 188 of the Act where applicable and details of such transactionshave been disclosed in the financial statements as required by the applicable accountingstandards.
xiv. Issue of Preferential Allotment or Private Placement of Shares or Debentures:-
According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.
xv Non cash Transactions with directors and connected persons with them:-
According to the information and explanations given to us and based on our examinationof the records of the Company the Company has not entered into non-cash transactions withits directors or directors of its holding company directors of subsidiary company ordirectors of associate company or persons connected with him therefore provisions ofsection 192 of the companies Act 2013 are not applicable.
xvi. Registration under Reserve Bank of India Act 1934:-
The Company is not required to be registered under Section 45-IA of the Reserve Bank ofIndia Act 1934.
For Sapra and Company
CA. OM PRAKASH SAPRA
Membership No. 072372
Date: May 18 2019