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Unisys Software and Holding Industries Ltd.

BSE: 531831 Sector: Financials
NSE: N.A. ISIN Code: INE200B01016
BSE 00:00 | 06 Jan Unisys Software and Holding Industries Ltd
NSE 05:30 | 01 Jan Unisys Software and Holding Industries Ltd
OPEN 3.24
PREVIOUS CLOSE 3.24
VOLUME 1
52-Week high 7.42
52-Week low 3.24
P/E
Mkt Cap.(Rs cr) 7
Buy Price 3.62
Buy Qty 610.00
Sell Price 3.24
Sell Qty 8314.00
OPEN 3.24
CLOSE 3.24
VOLUME 1
52-Week high 7.42
52-Week low 3.24
P/E
Mkt Cap.(Rs cr) 7
Buy Price 3.62
Buy Qty 610.00
Sell Price 3.24
Sell Qty 8314.00

Unisys Software and Holding Industries Ltd. (UNISYSSOFT) - Auditors Report

Company auditors report

To

The Members

M/s. Unisys Softwares & Holding Ltd Opinion

1. We have audited the accompanying standalone financial statements of M/s UnisysSoftwares & Holding Ltd (the ‘Company') which comprise the Balance Sheet as at31st March 2019 the Statement of Profit and Loss ( including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information.

2. 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 true andfair view inconformity with the accounting principles generally accepted in Indiaincluding Indian Accounting Standards ( ‘Ind AS') specified under Section 133 of theAct of the state of affairs (financial position) of the Company as at 31 March 2019 andits profit ( financial performance including other comprehensive income) its cash flowsand the changes in equity for the year ended on that date..

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ( ‘ICAI') togetherwith the ethical requirements that are relevant to our audit of the 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

4 Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Management's Responsibility for the Standalone Financial Statements

5 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 financial statements that give a true and fair view of the financialposition financial performance (changes in equity)1 and cash flows of the Company inaccordance with2 the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate implementationand maintenance of accounting policies; making judgments and estimates that are reasonableand prudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free from material misstatement whetherdue 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. Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditors' Responsibility

6. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

Report on Other Legal and Regulatory Requirements

7. As required by "the Companies ( Auditor's Report) Order 2016 ( "theOrder")" issued by the Central Government of India in terms of sub-section (11)of section 143 of the Act (hereinafter referred to as the "Order") and on thebasis of such checks of the books and records of the Company as we consider appropriateand according to the information and explanation given to us we give in the Annexure"A" a statement on the matters specified in the paragraph 3 and 4 of theOrder.

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 purposes of our audit.

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

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

d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

e) The going concern matter described in sub-paragraph ( b) under the Other Mattersparagraph above in our opinion may have an adverse effect on the functioning of theCompany.

f) On the basis of written representations received from the directors as on 31 March2019 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2019 from being appointed as a director in terms of Section 164(2) of theAct.

g) 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 "B" and;

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) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us we report that :

i The Company has disclosed the impact of pending litigations if any on its financialposition in its financial statements; however there isn't any litigations pending againstthe name of the company so far as appeared from the records and has been told to us bythe management.

ii The Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts; however no such losses are been foreseeable in near future by thecompany's management.

iii There are no requirements in transferring amounts to the Investor Education andProtection Fund by the Company.

FOR S. GATTANI & CO.
CHARTERED ACCOUNTANTS
ICAI Registration No. 326788E
Place: Kolkata
Date: May 29 2019
S. Gattani
Proprietor
M. No : 56536
FRN : 326788E

Annexure "A" to the Independent Auditors' Report

Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of M/s. Unisys Softwares & Holding Industries Limited on the standalonefinancial statements for the year ended March 31st 2019 –

1) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

b) These fixed assets have been physically verified by the management at reasonableintervals; no material discrepancies were noticed on such verification the same have beenproperly dealt with in the books of account;

2) a) The management has conducted physical verification of inventory at reasonableintervals during the year.

b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

c) The company is maintaining proper records of inventory and no material discrepancieswere noticed on physical verification.

3) The Company has not granted any loan to any parties covered in the registermaintained under section 189 of the Companies Act 2013 and hence clauses ( b) & ( c)are not applicable.

4) The Company has not granted loans or made investment or given any guarantee orsecurity as covered in the provisions of section 185 and 186 of the Companies Act 2013therefore Clause ( IV) of the order is not applicable to the company.

5) The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

6) The requirement of maintaining Cost Records as specified by the Central Governmentunder section 148(1) of the Companies Act 2013 is not applicable to the company.

7) a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund investor education and protection fundemployees' state insurance income-tax sales-tax wealth-tax service tax customs dutyexcise duty cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us no disputed amountspayable in respect of provident fund investor education and protection fund employees'state insurance income-tax wealth-tax service tax customs duty excise duty cess andother material statutory dues were outstanding at the year end for a period of more thansix months from the date they became payable.

c) According to the information and explanations given to us the dues outstanding ofincome tax sales-tax service tax duty of customs duty of excise or value added taxwhich have not been deposited on account of any dispute are as follows:

Name of the Statue Nature of Dues Disputed Amount () Financial Year for which it relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 191328450 2011-12 Income Tax AppellateCIT
Income Tax Act 1961 Income Tax 5500980 2013-14 Income Tax AppellateCIT
Income Tax Act 1961 Income Tax 2255093 2014-15 Income Tax AppellateCIT
Income Tax Act 1961 Income Tax 25196682 2015-16 Income Tax AppellateCIT

d) The Company is not required to transfer any funds to the Investor Education andProtection Fund in accordance with the relevant provisions of the Companies Act.

8) The Company has not taken loan from any financial institution or bank thereforeClause (VIII) of the order is not applicable to the company.

9) According to the information and explanations given to us the Company has notraised any money by way of initial public offer or further public offer hence notcommented upon.

10) Based on the Audit procedures performed for the purpose of reporting the true andfair view of financial statements and according to the information and explanationsprovided to us we report that no material fraud by the Company or on the Company by theofficers and employees of the Company has been noticed or reported during the year.

11) According to the information and explanations given to us the managerialremuneration has been paid and provided in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V of the Act.

12) In our opinion the Company is not a nidhi company. Therefore the provisions ofClause 3(xii) of the order are not applicable to the Company and hence not commented upon.

13) According to the information and explanations given to us transactions withrelated parties are in compliances with section 177 and 188 of the Act where applicableand details have been disclosed in the notes to the financial statements as required bythe applicable accounting standards.

14) According to the information and explanations given to us and on overallexamination of Balance Sheet the Company has not made any Preferential Allotment orprivate placement of Shares or fully or partly convertible debentures during the year andhence reporting requirements under clause 3(xiv) are not applicable to the Company andnot commented upon.

15) According to the information and explanations given to us the Company has notentered into any non-cash transactions with Directors or persons connected with him.

16) The Company is already registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

FOR S. GATTANI & CO.
CHARTERED ACCOUNTANTS
ICAI Registration No. 326788E
Place: Kolkata
Date: May 29 2019
S. Gattani
Proprietor
M. No : 56536
FRN : 326788E

Annexure "B" to the Independent Auditors' Report

Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to themembers of M/s. Unisys Softwares & Holding Industries Limited on the standalonefinancial statements for the year ended March 31 2019

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

1. We have audited the internal financial controls over financial reporting of M/s.Unisys Softwares & Holding Industries Limited ("the Company") as of March31 2019 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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 Act.

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 on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. 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

6. 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 –

a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

c) provides reasonable assurance regarding prevention or timely detection ofnauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. 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

8. 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 2019 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 S. GATTANI & CO.
CHARTERED ACCOUNTANTS
ICAI Registration No. 326788E
Place: Kolkata
Date: May 29 2019
S. Gattani
Proprietor
M. No : 56536
FRN : 326788E