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Oracle Financial Services Software Ltd.

BSE: 532466 Sector: IT
NSE: OFSS ISIN Code: INE881D01027
BSE 00:00 | 15 Feb 3628.15 -4.65
(-0.13%)
OPEN

3639.30

HIGH

3650.00

LOW

3556.90

NSE 00:00 | 15 Feb 3633.00 5.85
(0.16%)
OPEN

3630.00

HIGH

3660.00

LOW

3560.00

OPEN 3639.30
PREVIOUS CLOSE 3632.80
VOLUME 8020
52-Week high 4655.00
52-Week low 3329.55
P/E 26.75
Mkt Cap.(Rs cr) 31,115
Buy Price 3628.15
Buy Qty 20.00
Sell Price 3628.15
Sell Qty 5.00
OPEN 3639.30
CLOSE 3632.80
VOLUME 8020
52-Week high 4655.00
52-Week low 3329.55
P/E 26.75
Mkt Cap.(Rs cr) 31,115
Buy Price 3628.15
Buy Qty 20.00
Sell Price 3628.15
Sell Qty 5.00

Oracle Financial Services Software Ltd. (OFSS) - Auditors Report

Company auditors report

Independent Auditor’s Report

To the Members of Oracle Financial Services Software Limited

Report on the Standalone Ind AS Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of OracleFinancial Services Software Limited ("the Company") which comprise the BalanceSheet as at March 31 2018 and the Statement of Profit and Loss including the statement ofOther Comprehensive Income the Statement of Cash Flow and the Statement of Changes inEquity for the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements that give a true and fair viewof the financial position financial performance including other comprehensive incomecash flows and changes in equity of the Company in accordance with accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder section 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

3. 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 as prescribed under Section 143(10) of the Act. Those Standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the standalone Ind AS financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the standalone Ind AS financial statements. The proceduresselected depend on the auditor’s judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor error. In making those risk assessments the auditor considers internal financialcontrol relevant to the Company’s preparation of the standalone Ind AS financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies 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

4. 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.

Report on Other Legal and Regulatory Requirements

5. 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 Companies Act 2013 and on the basis of such verification of thebooks and records as considered appropriate and available and according to the informationand explanations given to us we enclose in the Annexure ‘1’ a statement on thematters specified in paragraphs 3 and 4 of the order to the extent applicable.

6. As required by section 143 (3) of the Act based on our audit we report that: a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income the Statement of Cash Flow and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and Companies (Indian Accounting Standards) Rules 2015as amended.

e) On the basis of written representations received from the directors as on March 312018 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2018 from being appointed as a director in terms of section 164 (2) of theAct.

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 other matters to be included in the Auditor’s 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 on the financialposition in its standalone Ind AS financial statements – Refer Note 37 to thestandalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

Other Matters

7. The figures of the standalone Ind AS financial statements for the year ended and asat March 31 2017 have been audited by another auditor who expressed an unmodified opiniondated May 16 2017.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Regn. No. 106655W

S. M. Chitale

Partner

M. No. 111383

Date : May 11 2018

Place: Mumbai

Annexure 1 to the Independent Auditor’s Report

Statement on the matters specified in paragraph 3 and 4 of the Companies(Auditor’s report) Order 2016 (Referred to in paragraph 5 of our report of evendate)

(i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. b) Fixed assets have been physicallyverified by the management during the year and no material discrepancies were identifiedon such verification. c) According to the information and explanations given by themanagement the title deeds of immovable properties included in property plant andequipment are held in the name of the Company.

(ii) The Company’s business does not involve inventories and accordingly therequirements under paragraph 3(ii) of the Companies (Auditor’s report) Order 2016("the Order") are not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013 ("the Act"). Accordingly the provisions of paragraph3(iii)(a) (b) and (c) of the Order are not applicable to the Company and hence notcommented upon.

(iv) In our opinion and according to the information and explanations given to usprovisions of section 186 of the Act in respect of investments made have been compliedwith by the Company. In our opinion and according to the information and explanationsgiven to us there are no loans guarantees and securities granted in respect of whichprovisions of section 185 and section 186 of the Act are applicable and hence notcommented upon.

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

(vi) According to the information and explanations given to us the Central Governmenthas not specified the maintenance of cost records under Section 148(1) of the Act for theproducts/services of the Company.

(vii) a) Undisputed statutory dues including provident fund income-tax sales taxservice tax duty of customs value added tax cess and other material statutory dues havegenerally been regularly deposited with the appropriate authorities though there have beenconsiderable delays in few cases of foreign income taxes and foreign withholding tax. Asexplained to us the Company did not have any dues of excise duty. b) According to theinformation and explanations given to us undisputed dues in respect of provident fundincome-tax service tax sales-tax duty of customs value added tax cess and othermaterial statutory dues which were outstanding at the year end for a period of more thansix months from the date they became payable are as follows:

Name of the statute Nature of the dues Amount ( Rs. ) Period to which the amount relates Due Date Date of Payment
Foreign Tax Income Tax 225625284 April 2005 to March 2016 Various dates Not yet paid
Withholding Tax 1376284 December 2012 to June 2016 Various dates Not yet paid

c) According to the records of the Company the dues outstanding of income-tax salestax service tax duty of customs value added tax and cess on account of any dispute areas follows:

Name of the statute Nature of the dues Amount ( Rs. ) Period to which the amount relates Forum where dispute is pending
The Income Tax Act 1961 Income Tax and interest thereon 81279735 April 2007 to March 2008 Commissioner of Appeal (Income-tax)
The Income Tax Act 1961 Income Tax 1376749702* April 2012 to March 2013 Commissioner of Appeal (Income-tax)

*The demand of Rs. 1376749702 is net of demand paid under protest of Rs. 400000000and refunds adjusted against demand of Rs. 282266690.

(viii) The Company did not have any outstanding loans or borrowing dues in respect of afinancial institution or bank or to government or dues to debenture holders during theyear.

(ix) According to the information and explanations given by the management the Companyhas not raised any money by way of initial public offer or further public offer or debtinstruments and term loans hence reporting under paragraph 3 (ix) is not applicable tothe Company.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the standalone Ind AS financial statements and according to the informationand explanations given by the management we report that no fraud by the company or nofraud on the Company by the officers and employees of the Company has been noticed orreported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofparagraph 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the standaloneInd AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under paragraph 3(xiv) are not applicableto the Company.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withthem as referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Regn. No. 106655W

S. M. Chitale

Partner

M. No. 111383

Date : May 11 2018

Place: Mumbai

Annexure 2 to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") (Referred to in paragraph 6(f) of ourreport of even date)

1. We have audited the internal financial controls over financial reporting of OracleFinancial Services Software Limited ("the Company") as of March 31 2018in conjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India (ICAI). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors’ Responsibility

3. 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 and the Standards on Auditing as specified under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system 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 controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

4. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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

5. 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 or procedures may deteriorate.

Opinion

6. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Regn. No. 106655W

S. M. Chitale

Partner

M. No. 111383

Date : May 11 2018

Place: Mumbai