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NIIT Technologies Ltd.

BSE: 532541 Sector: IT
NSE: NIITTECH ISIN Code: INE591G01017
BSE 09:35 | 19 Sep 1361.65 0.30
(0.02%)
OPEN

1357.00

HIGH

1364.50

LOW

1354.25

NSE 09:24 | 19 Sep 1361.40 -0.75
(-0.06%)
OPEN

1350.40

HIGH

1367.90

LOW

1347.50

OPEN 1357.00
PREVIOUS CLOSE 1361.35
VOLUME 1579
52-Week high 1540.50
52-Week low 1031.30
P/E 30.90
Mkt Cap.(Rs cr) 8,499
Buy Price 1361.85
Buy Qty 54.00
Sell Price 1363.35
Sell Qty 56.00
OPEN 1357.00
CLOSE 1361.35
VOLUME 1579
52-Week high 1540.50
52-Week low 1031.30
P/E 30.90
Mkt Cap.(Rs cr) 8,499
Buy Price 1361.85
Buy Qty 54.00
Sell Price 1363.35
Sell Qty 56.00

NIIT Technologies Ltd. (NIITTECH) - Auditors Report

Company auditors report

To the Members of NIIT Technologies Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of NIITTechnologies Limited ("the Company"). which comprise the Balance Sheet as atMarch 31 2018 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 Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act. read with the Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit of the standalone Ind AS financial statements in accordance with the Standardson Auditing issued by the Institute of Chartered Accountants of India as specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone Ind AS financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thestandalone Ind AS financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the standalone Ind AS financial statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2018 its profit including other comprehensive income its cash flows andthe changes in equity for the year ended on that date.

Other Matter

The Ind AS financial statements of the Company for the year ended March 31 2017included in these standalone Ind AS financial statements have been audited by thepredecessor auditor who expressed an unmodified opinion on those statements on May 52017.

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 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit; (b) In ouropinion proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books; (c) The Balance Sheet Statement ofProfit and Loss including the Statement of Other Comprehensive Income the Cash FlowStatement and Statement of Changes in Equity dealt with by this Report are in agreementwith the books of account; (d) In our opinion the aforesaid standalone Ind AS financialstatements comply with the Accounting Standards specified under section 133 of the Actread with Companies (Indian Accounting Standards) Rules 2015 as amended; (e) On thebasis of written representations received from the directors as on March 31 2018 andtaken on record by the Board of Directors none of the directors is disqualified as onMarch 31 2018 from being appointed as a director in terms of section 164 (2) of the Act;(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report; (g) With respect to the othermatters to be included in the Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules 2014 as amended in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its standalone Ind ASfinancial statements – Refer Note 30 to the standalone Ind AS 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 – Refer Note 26 to the standalone Ind AS financial statements;iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

For S.R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth Partner

Membership Number: 094524

Place of Signature: Gurgaon Date: May 4 2018

Annexure 1 to the Auditor's Report referred to in paragraph [1] of "Report onOther Legal and Regulatory Requirements' in our report of even date Re: NIIT TechnologiesLimited ("the Company")

i. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. b) All fixed assets were physicallyverified by the management in accordance with a planned programme of verifying them inphased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such verification conducted during the financial year. c) According to theinformation and explanations given by the management the title deeds of immovableproperties included in property plant and equipment/ fixed assets are held in the name ofthe company. ii. According to the information and explanation given to us the Companyprocures inventories specifically for the purpose of executing certain contracts and thereis no inventory lying with the Company or in transit as at the year end. iii. According tothe information and explanations given to us the Company has not granted any loanssecured or unsecured to companies firms limited liability partnerships or other partiescovered in the register maintained under section 189 of the Companies Act 2013.Accordingly the provisions of clause 3(iii)(a) (b) and (c) of the Order are notapplicable to the Company and hence not commented upon. iv. In our opinion and accordingto the information and explanations given to us there are no loans given in respect ofwhich provisions of section 185 of the Companies Act 2013 are applicable and hence notcommented upon. In our opinion and according to the information and explanations given tous provisions of section 186 of the Companies Act 2013 in respect of investments madeand guarantees given have been complied with by the company. v. The Company has notaccepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies(Acceptance of Deposits) Rules 2014 as amended. Accordingly the provisions of clause3(v) of the Order are not applicable. vi. To the best of our knowledge and as explainedthe Central Government has not specified the maintenance of cost records under Section148(1) of the Companies Act 2013 for the products/services of the Company. vii. a)Undisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of custom value added tax goods and service tax(as applicable) cess and other statutory dues have generally been regularly depositedwith the appropriate authorities though there has been a slight delay in a few cases. Theprovisions relating to duty of excise is not applicable to the Company. b) According tothe information and explanations given to us no undisputed amounts payable in respect ofprovident fund employees' state insurance income-tax service tax sales-tax duty ofcustom value added tax goods and service tax (as applicable) cess and other statutorydues were outstanding at the year end for a period of more than six months from the datethey became payable. c) According to the records of the Company the dues outstanding ofincome-tax sales-tax service tax duty of custom value added tax goods and service tax(as applicable) and cess on account of any dispute are as follows :

Name of the Statute Nature of dues Amount under dispute (Rs.) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax Interest 31038133 17390185 Assessment Year 2006-07 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax Interest 101587713 51477011 Assessment Year 2007-08 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax Interest 7452835 1770798 Assessment Year 2008-09 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax Interest 67757486 20851525 Assessment Year 2009-10 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax Interest 439716 111484 Assessment Year 2010-11 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax Interest 10401805 7102295 Assessment Year 2011-12 Income Tax Appellate Tribunal

Annexure 1 to the Auditor's Report referred to in paragraph [1] of "Report onOther Legal and Regulatory Requirements' in our report of even date Re: NIIT TechnologiesLimited ("the Company")

viii. In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to afinancial institution bank. The Company did not have any outstanding loans or borrowingdues in respect of government or dues to debenture holders. ix. According to theinformation and explanations given by the management the Company has not raised any moneyway of initial public offer / further public offer / debt instruments hence reportingunder clause is not applicable to the Company and hence not commented upon. In our opinionand according to information and explanations given by the management term loans wereapplied for the purpose for which they were raised. x. Based upon the audit proceduresperformed for the purpose of reporting the true and fair view of the financial statementsand according to the information and explanations given by the management we report thatno fraud by the company or no fraud / material fraud on the company by the officers andemployees of the Company has been noticed or reported during the year. xi. According tothe information and explanations given by the management the managerial remuneration hasbeen paid / provided in accordance with the requisite approvals mandated by the provisionsof section 197 read with Schedule V to the Companies Act 2013. xii. In our opinion theCompany is not a nidhi company. Therefore the provisions of clause 3(xii) of the orderare not applicable to the Company and hence not commented upon. xiii. According to theinformation and explanations given by the management transactions with the relatedparties are in compliance with section 177 and 188 of Companies Act 2013 where applicableand the details have been disclosed in the notes to the financial statements as requiredby the applicable accounting standards. xiv. According to the information and explanationsgiven to us and on an overall examination of the balance sheet the company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review and hence reporting requirements under clause3(xiv) are not applicable to the company and not commented upon. xv. According to theinformation and explanations given by the management the Company has not entered into anynon-cash transactions with directors or persons connected with him as referred to insection 192 of Companies Act 2013. xvi. According to the information and explanationsgiven to us the provisions of section 45-IA of the Reserve Bank of India Act 1934 arenot applicable to the Company.

For S.R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth Partner

Membership Number: 094524

Place of Signature: Gurgaon Date: May 4 2018

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF NIIT TECHNOLOGIES LIMITED Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financial reporting of NIITTechnologies Limited ("the Company") as of March 31 2018 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls and both issuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting with reference to these standalone financial statements was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting with reference to these standalonefinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlssystem over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with reference to thesestandalone financial statements

A company's internal financial control over financial reporting with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these standalone financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting withreference to these standalone financial statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols over financial reporting with reference to these standalone financial statementsand such internal financial controls over financial reporting with reference to thesestandalone financial statements were operating effectively as at March 31 2018 based onthe 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 S.R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth Partner

Membership Number: 094524

Place of Signature: Gurgaon Date: May 4 2018