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Dev Information Technology Ltd.

BSE: 538417 Sector: IT
NSE: DEVIT ISIN Code: INE060X01018
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Dev Information Technology Ltd. (DEVIT) - Auditors Report

Company auditors report

TO THE MEMBERS OF

DEV INFORMATION TECHNOLOGY LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS OPINION

We have audited the accompanying standalone financial statements of Dev InformationTechnology Limited (the 'Company') which comprise the Balance Sheet as at March312019 and the statement of Profit and Loss and Statement of cash flows for the yearthen ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

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 Act2013 (the "Act") in the manner so required and give a trueand fair view in conformity with the Accounting Standards prescribed under Sec. 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2014 and other accountingprinciplesgenerallyaccepted in India of the state of affairs of the Company as at March312019 and its profit and its cash flows for the year then ended on that date.

BASIS FOR OPINION

We conductedour audit of the standalone financial statements in accordance withtheStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilitiesfor the Audit of the Financial Statementssection of our report. We areindependent of the Company in accordance with the Code of Ethics issued by Institute ofChartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the standalone financial statements under the provisions of theAct and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis 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 and in forming our opinionthereon and we do not provide a separateopinion on these matters.

KEY AUDIT MATTER RESPONSE TO KEY AUDIT MATTER
Assessment of Trade Receivables Principal Audit Procedures
The company has trade receivables amounting to Rs. 2142.28 Lakhs (i.e. 40.62% of total assets) at the Balance Sheet Date 31/3/2019. We have performed the following procedures in relation to the recoverability of trade receivables:
Based on historical default rates and overall credit worthiness of customers management believes that no impairment allowance is required in respect of outstanding trade receivables as on 31st March 2019. • Tested the accuracy of aging of trade receivables at year end on a sample basis;
• Obtained a list of outstanding receivables and assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of management's assessment with reference to the credit profile of the customers historical payment pattern of customers publicly available information and latest correspondence with customers
For the purpose of impairment assessment significant judgements and assumptions including the credit risks of customers the timing and amount of realisation of these receivables are required for the identification of impairment events and the determination of the impairment charge. • Tested subsequent settlement of trade receivables after the balance sheet date on sample basis.

INFORMATION OTHER THAN FINANCIAL STATEMENTS& AUDITORS REPORT THEREON.

The Company's Board of Directors is responsible for the Other Information. The OtherInformation comprises the information included in the Board's Report including Annexuresto Board's Report (but does not include the standalone financial statements consolidatedfinancial statements and our auditor's reports thereon). which we obtained prior to thedate of this report and the rest of the Annual Report is expected to be made available tous after that date.

Our opinion on the standalone financial statements does not cover the Other Informationand we do not and will 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 identified above and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the 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 of these standalone financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the Accounting Standard and accounting principlesgenerally accepted in India. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgement andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively or ensuring accuracyand completeness of the accounting records relevant to the preparation and presentationof the standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the financial statements Management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors arealso responsible for overseeing theCompany's financialreporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS:-

Our objectives are to obtain reasonable assurance about whether the standalonefinancialstatements 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 materialmisstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycouldreasonably be expected to influence the economic decisions of users taken on thebasis of these standalonefinancialstatements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticismthroughout 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 tothose 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting polices used and the reasonablenessof accounting estimates and related disclosures made by the 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 ourauditor's 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 statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified 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 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

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 oftheCompanies Act2013 we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable .

As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information andexplanations which to the bestof our knowledge and belief are necessary for the purpose of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompanyso far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash FlowStatementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalonefinancialstatements 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 the written representations received from the directors as on 31stMarch2019taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March2019 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to orseparate report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid/provided by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

(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) Rule 2014 in our opinionand to the best of our information and according to the explanations given to us :

• The Company has disclosed the impact of pending litigations on the financialposition of its financial statements - Refer Note No.27(3) of Notes on accounts;

• The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

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

FOR CHANDULAL M. SHAH & CO. CHARTERED ACCOUNTANTS FRN 101698W

BHARAT M. ZINZUVADIA

PARTNER

MEM. NO. 109606

DATE: 30/05/2019 PLACE: AHMEDABAD

Dev Information Technology Limited

"Annexure A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirements' of our report of even date to the financial statements of the Company forthe year ended March 31 2019:

1. In respect of Fixed Assets :

(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the management in a phasedmanner designed to cover all the items over a period of five years which in our opinionis reasonable having regard to the size of the company and nature of its business.According to information and explanation given to us no material discrepancies werenoticed on such verification.

(c) According to the audit process and based on records of the company the title deedsof immovable properties are held in the name of the company.

2. In respect of Inventories:

According to information and explanation given to us Physical verification ofinventories has been conducted at reasonable interval by the Management and no materialdiscrepancies were noticed on physical verification during the year.

3. According to information and explanation given to us the Company has grantedUnsecured Loans to company Limited Liability partnerships which are covered in theRegister maintained under section 189 of the Act. In this respect

(a) In our opinion and according to the information given to us the terms andconditions of the loans given by the Company are not prima facie prejudicial to theinterest of the company.

(b) The schedule of repayment of principal and payment of interest has been stipulatedand repayments of principal amounts and/or receipts of interest have been regular as perstipulations.

(c) There are no overdue amounts as at the year-end in respect of both principal andinterest.

4. In our opinion and according to the information and explanations given to us thecompany has complied with provisions of section 185 and 186 of the Companies Act 2013 inrespect of loans investments guarantees and security.

5. According to information and explanation given to us the Company has not acceptedany deposits from the public and hence the directives issued by the Reserve Bank of Indiaand the provisions of Sections 73 to 76 or any other relevant provisions of the Act andthe Companies (Acceptance of Deposit) Rules 2015 with regard to the deposits acceptedfrom the public are not applicable.

6. According to the information and explanation given to us provision regardingmaintenance of cost records under sub section (1) of section 148 of the Companies Act2013 are not applicable to the company.

7. According to information and explanations given to us in respect of statutory duesand on the basis of our examination of the books of account and records

(a) the Company has been generally regular in depositing undisputed statutory duesincluding Provident Fund Employees State Insurance Income-Tax GST Duty of Customs andany other statutory dues with the appropriate authorities. According to the informationand explanations given to us no undisputed amounts payable in respect of the above werein arrears as at March 31 2019 for a period of more than six months from the date on whenthey become payable.

b) According to the information and explanations given to us there are no materialdues of income tax GST and duty of customs which have not been deposited with theappropriate authorities on account of any dispute except in respect to income tax thefollowing dues have not been deposited by the company on account of disputes according toinformation and explanation given to us:

Name of the Statute Nature of dues Amount (Rs.) Period to which the amount relates Forum where the dispute is pending
Income tax Act 1961 Income tax 338000 A.Y.2011-12 ITAT
Income tax Act 1961 Income tax 1861000 A.Y. 2013-14 ITAT
Income tax Act 1961 Income tax 5140000 A.Y. 2014-15 ITAT
Income tax Act 1961 TDS 35335 A.Y. 2013-14 to 2018-19 ITAT

8. The company has not defaulted in repayment of dues to Financial Institutions orbanks or debenture holders.

9. According to the information and explanations given by the management the companyhas not raised moneys by way of initial public offer or further public offer includingdebt instruments and term Loans during the year. According to information and explanationgiven to us the term Loans raised during the year wereprima facieutilized by the Companyfor the purpose for which they were raised.

10. According to the information and explanations given by the management we reportthat no fraud by the Company or on the company by its officers or employees has beennoticed or reported during the year.

11. According to the information and explanations given by the management themanagerial remuneration has been paid or provided in due compliance of section 197 readwith Schedule V to the Companies Act;

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

13. In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14. According to the information and explanations given by the management the companyhas not made any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Accordingly the provisions of clause3(xiv) of the Order are not applicable to the Company and hence not commented upon.

15. According to the information and explanations given by the management the companyhas not entered into any non-cash transactions with directors or persons connected withhim. Accordingly the provisions of clause 3(xv) of the Order are not applicable to theCompany and hence not commented upon.

16. In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3(xvi) ofthe Order are not applicable to the Company and hence not commented upon.

FOR CHANDULAL M. SHAH & CO. CHARTERED ACCOUNTANTS FRN 101698W

BHARAT M. ZINZUVADIA

PARTNER

MEM. NO. 109606

DATE:30/05/2019 PLACE: AHMEDABAD

Annexure 'B'

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (1) OF SUB-SECTION 3 OF SEC.143OF THE COMPANIES ACT 2013("THE ACT")

We have audited the internal financial controls over financial reporting of DevInformation Technology 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 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 Act.

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 Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls systems 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 purpose in accordance with generallyaccepted principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of recordsthat 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 authorizations ofmanagement and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 of procedures may deteriorate.

OPINION

In our opinion to the best of our information and according to explanations given tous the Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as on March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal controls stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reports issued by the Institute of Chartered Accountants of India.

FOR CHANDULAL M. SHAH & CO.

CHARTERED ACCOUNTANTS FRN 101698W

BHARAT M. ZINZUVADIA

PARTNER

MEM. NO. 109606

DATE: 30/05/2019

PLACE: AHMEDABAD