Odyssey Technologies Ltd.
|BSE: 530175||Sector: IT|
|NSE: N.A.||ISIN Code: INE213B01019|
|BSE 00:00 | 18 Jun||54.30||
|NSE 05:30 | 01 Jan||Odyssey Technologies Ltd|
Odyssey Technologies Ltd. (ODYSSEYTECH) - Auditors Report
Company auditors report
To the Members of
ODYSSEY TECHNOLOGIES LIMITED Report on the Audit of the FinancialStatements
We have audited the accompanying Ind AS financial statements of ODYSSEYTECHNOLOGIES LIMITED (the Company) which comprise the Balance Sheet as atMarch 312020 and the Statement of Profit and Loss(including the statement of othercomprehensive income) Statement of Changes in Equity and Statement of Cash Flows for theyear then ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to asfinancial statements).
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the 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 2020 and its profit total comprehensive income changes in equity andits cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters ('KAM') are those matters that in our professionaljudgement were of most significance in our audit of the financial statements of thecurrent period. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on thes e matters.
Emphasis of Matter
We draw attention to Note 1.(i) to the financial statements whichdescribes a Scheme of Amalgamation and the accounting for Business Combination inaccordance with the certified order of the National Company Law Tribunal dated 5thMay 2020 approving the same involving the Company with effect from an appointed date 1stDecember 2018 with restatement of comparative profits/losses for the effect of thecombination in accordance with Ind As 103 . Our opinion is not modified in respect of thismatter.
The Company's management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and our auditors'report thereon.
Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact.
We have nothing to report in this regard.
Management's Responsibility for the FinancialStatements
The Company's management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of thesefinancial statements 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements management and Board ofDirectors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.
Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.
Auditor's Responsibility for the Audit of theFinancial Statements
Our objectives are to obtain reasonable assurance about whether thefinancial 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 financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement ofthe financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used andthe reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists 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 financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditors' report. However future events or conditions may cause the Companyto cease to continue as a going concern.
Evaluate the overall presentation structure and content of thefnancial statements including the disclosures and whether the fnancial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and signifcant audit fndingsincluding any signifcant defciencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most signifcance in the audit of the fnancialstatements of the current period and are therefore the key audit matters. Ws describethese matters in our auditors' report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefts of suchcommunication.
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-A a statement on the mattersspecifed in paragraphs 3 and 4 of the Order to the extent applicable.
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 Proft and Loss including othercomprehensive income Statement of Changes in Equity and the Statement of Cash Flows dealtwith by this Report are in agreement with the books of account.
d) In our opinion the aforesaid fnancial statements comply with theIndian Accounting Standards (Ind AS) specifed under Section 133 of the Act;
e) On the basis of written representations received from the directorsas on March 312020 and taken on record by the Board of Directors none of the directorsis disqualifed as on March 312020 from being appointed as a director in terms of section164(2) of the Act;.
f) With respect to the adequacy of the internal fnancial controls overfnancial reporting of the Company and operating effectiveness of such controls refer toour separate report in Annexure B. Our report expresses an unmodifed opinion on theadequacy and operating effectiveness of the Company's internal fnancial controls overfnancial reporting;
In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of Section 197 of the Act.
With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:
(i) there are no pending fnancial litigations on its fnancial positionin its fnancial statements.
(ii) there are no long-term contracts for which provision need to bemade.
(iii) the company has no unpaid dividends that is required to betransferred to the Investors Education and Protection Fund.
ANNEXURE - A TO THE AUDITORS' REPORT
The Annexure referred to in Para 1 of our Independent Auditors' Reportto the members of the Company on the financial statements for the year ended 31st March2020:
(i) In respect of Company's fixed assets:
(a) The company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of itsfixed assets by which fixed assets are verified in a phased manner in our opinion theperiodicity of physical verification is reasonable having regard to the size of thecompany and the nature of its assets. No material discrepancies were noticed on suchverification.
(c) According to the information and explanations given to us and onthe basis of our examinations of the records of the company the title deeds of immovableproperties are held in the name of the Company.
(ii) The Company is a service company primarily rendering softwareservices. Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) ofthe Order is not applicable to the Company.
(iii) The Company has not granted any loan to Companies firms orparties covered in the register maintained under Section 189 of the Companies Act 2013.
(iv) In our opinion and according to the information and explanationsgiven to us the Company has not given any loans and has not made any investments inaccordance with the provisions of Section 185 and 186 of the Act. Thus paragraph 3(iv) ofthe Order is not applicable to the Company.
(v) During the year the company has not accepted deposits from thepublic. Therefore paragraph 3 (v) of the Order is not applicable to the Company.
(vi) The Central Government has not specified maintenance of costrecords under Section 148(1) of the Companies Act 2013 for the business activitiescarried out by the company. Thus reporting under paragraph 3 (vi) of the Order is notapplicable to the Company.
(vii) (a) According to the records of the Company the Company isregular in depositing undisputed statutory dues including
Provident Fund Employees' State Insurance Income-Tax Goods andServices Tax Duty of Customs Duty of Excise Value added Tax Cess and any otherstatutory dues to the appropriate authorities.
(b) According to the information and explanation given to us noundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome-Tax Goods and Services Tax Duty of Customs Duty of Excise Value added Tax Cessand any other material statutory dues were in arrears as at 31st March 2020 for a periodof more than six months from the date they became payable.
(c) According to the information and explanations given to us thereare no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty ofCustoms or duty of Excise or Value added tax which have not been deposited by the Companyon account of disputes.
(viii) In our opinion and according to the information and explanationgiven to us the company has not defaulted in the payment of loans or borrowings to thebanks. There are no loans or borrowings from government financial institutions anddebenture holders.
(ix) The Company did not raise any money by way of initial public offeror further public offer (including debt instruments) and term loans during the year.Accordingly paragraph 3(ix) of the Order is not applicable to the Company.
(x) According to the information and explanations given to us no fraudby the company or no material fraud on the Company by its officers or employees has beennoticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and basedon our examination of the records of the Company the Company has paid/provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable to the Company.
(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.
(xiv) According to the information and explanations give to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. Hence reporting under paragraph 3 (xiv) of theOrder is not applicable to the Company.
(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected to its directors and henceprovisions of Section 192 of the Companies Act 2013 are not applicable to the Company.
(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.
ANNEXURE - B TO THE AUDITORS' REPORT
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 financialreporting of ODYSSEY TECHNOLOGIES LIMITED (the Company) as of 31stMarch 2020 in conjunction with our audit of the financial statements of the Company forthe year ended on that date.
Management's Responsibility for Internal FinancialControls
The Board of Directors of the Company is responsible for establishingand maintaining 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 ('ICAI').These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to 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.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the Guidance Note) issued by ICAI and the Standards on Auditingprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 judgment including the assessment of therisks of material misstatement of the financial statements whether due to 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 Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls overFinancial Reporting
A company's internal financial control over financial reporting 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 financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialControls over Financial Reporting
Because of the inherent limitations of internal fnancial controls overfnancial reporting including the possibility of collusion or improper management overrideof controls material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal fnancial controls over fnancialreporting to future periods are subject to the risk that the internal fnancial controlover fnancial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal fnancial controls system over fnancial reporting and such internal fnancialcontrols over fnancial reporting were operating effectively as at 31st March2020 based on the internal control over fnancial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.