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Wisec Global Ltd.

BSE: 511642 Sector: IT
NSE: N.A. ISIN Code: INE638C01015
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NSE 05:30 | 01 Jan Wisec Global Ltd
OPEN 4.52
PREVIOUS CLOSE 4.52
VOLUME 2
52-Week high 5.25
52-Week low 4.52
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.52
Sell Qty 3313.00
OPEN 4.52
CLOSE 4.52
VOLUME 2
52-Week high 5.25
52-Week low 4.52
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.52
Sell Qty 3313.00

Wisec Global Ltd. (WISECGLOBAL) - Auditors Report

Company auditors report

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF WISEC GLOBAL LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying financial statements of Wisec Global Limited("the Company") which comprise the Balance Sheet as at March 31 2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS Financial Statements

2. 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 Ind AS financial statements to give a true and fair view of the financial positionfinancial performance (including other comprehensive income) cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards specified in the Companies (IndianAccounting Standards) Rules 2015 (as amended) 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 Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditors' Responsibility .

3. Our responsibility is to express an opinion on these Ind AS financial statementsbased on our audit.

4. We have taken into account the provisions of the Act and the Rules made there .under including the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and theRules made there under.

5. We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India.Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Ind ASfinancial statements is free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the Ind AS financial statements. The procedures selected depend onthe auditors' judgment including the assessment of the risks of material misstatement ofthe Ind AS financial statements whether due to

fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the Ind AS financial statementsthat give a true and fair view in order to design audit procedures that are appropriatein the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors as well as evaluating the overall presentation of the Ind ASfinancial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Emphasis on Matter

8. We draw attention to note l(a)(iii) in the financial statements which indicate thatthe company incurred a net loss of Rs. 11 lakhs during the year ended March 31 2018 andRs. 128 lakhs in the immediate preceding year. The company does not have any contracts forsupply of services and sufficient cash flows available. These conditions along with othermatters as set forth in Note l(a)(iii) indicate the existence of a material uncertaintythat may cast significant doubt about the Company's ability to continue as a goingconcern.

No adjustments with respect to above have been effected in financial statements.

Basis for Qualified Opinion

9. As explained in Note 1(f) of the financial statements the company is having atechnical knowhow in the books of accounts which has been shown as intangible assets. Themanagement has not made available any record or other documentary evidence to verify theexistence of such asset to audit the carrying value of such asset at reporting dateincluding any impact on profit and loss for amortization of such asset or any impact onaccount of impairment and related disclosures. As a result we are unable to comment onits existence as well as its carrying value at the year end and its resultant impact onthe statement of profit or loss retained earnings and the related disclosures formingpart of their financial statements.

10. As explained in Note l(k) of the financial statements the monetary assets andliabilities denominated in foreign currency are not translated at the year end rates andresultant gain or loss on foreign exchange translations are not recognized in theStatement of Profit and Loss. As a result we are unable to comment on the accuracy of thevaluation been done for the monetary assets and liabilities denominated in foreigncurrency at the year end and its resultant impact on the profit or loss for the yearretained earnings and the related disclosures forming part of the financial statements.

11. As explained in Note l(o) of the financial statements the valuation of gratuityand leave encashment is not based on the actuarial valuation done by an independentactuary. The calculation of the same has been done by the management on at their own. As aresult we are unable to comment on the accuracy of the valuation been done for Gratuityand leave encashment as at the year end and its resultant impact on the statement ofprofit or loss for the year retained earnings and the related disclosures forming part ofthe financial statements.

12. The Company has granted unsecured loans to companies covered in the registermaintained under Section 189 of the Act amounting to INR 41.68 Lakhs. We have not beenmade available the terms and conditions of the grant of such loan. As a result we areunable to comment on its existence as well as its carrying value at the year end and itsresultant impact on the statement of profit or loss retained earnings and the relateddisclosures forming part of their financial statements.

13. The Company has a due and outstanding of Rs. 55.87 Lakhs as on March 31 2018towards public deposit within the meaning of Section 73 to 76 of the Companies Act 2013and the Companies (Acceptance of Deposit) Rules 2014 as amended. We have not been madeavailable with the information to which can enable us to comment on valuation orcompliances with applicable laws and compliance with INDAS

Qualified Opinion

14. In our opinion and to the best of our information and according to the explanationsgiven to us subject to the qualifications mentioned in para 9 101112 & 13therefore said Ind AS financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2018 and its total comprehensive income (comprising of profit and other comprehensiveincome) its cash flows and the changes in equity for the year ended on that date.

Other Matter

15. The financial information of the Cbmpany for the year ended March 31 2017 and thetransition date opening balance sheet as at April 1 2016 included in these Ind ASfinancial statements are based on the previously issued statutory financial statementsfor the years ended March 31 2017 and March 31 2016 prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) which were audited by other firmof chartered accountants. The adjustments to those financial statements for thedifferences in accounting principles adopted by the Company on transition to the Ind AShave been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

16. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

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

(a) Subject to our comment in para 14 above we have sought and obtained all theinformation and explanations that to the best of our knowledge and belief were necessaryfor the purposes of our audit. '

(b) Subject to our comment in para 14 above In our opinion proper books of account asrequired by law have been kept by the Company so far as it appears from our examination ofthose books.

(c) Subject to our comment in para 14 above The Balance Sheet the Statement of Profitand Loss (including other comprehensive income) the Cash Flow Statement and the Statementof Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) Subject to our comment in para 14 above In our opinion the aforesaid Ind ASfinancial statements comply with the Indian Accounting Standards specified under Section133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2018taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018from being appointed as a director in terms of Section 164 (2) of theAct.

(g) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure A.

(h) With respect to the other matters to be included in the Auditors' 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:

i. The Company does not have any pending litigations that would have impact on itsfinancial position.

ii. The Company did not have any long-term contracts including derivative contracts asat March 312018.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company during the year ended March 312018. .

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 312018.

For Riha Lekhi & Company Chartered Accountants Firm Regn. No. - 027312N

• Sd/-

Partner Riha Lekhi

Place: New Delhi

Date: May 302018

Annexure A to Independent Auditors' Report

Referred to in paragraph 17(g) of the Independent Auditors' Report of even date to themembers of Wisec Global Limited on the financial statements for the year ended March312018

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 WisecGlobal Limited ("the Company") as of March 31 2018 in conjunction with ouraudit of the financial statements of the Company 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 conducted in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing deemed to be prescribed underSection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols both applicable to an audit of internal financial controls and both issued bythe ICAI.

4. Because of the matter described in Disclaimer of Opinion paragraph below we werenot able to obtain sufficient appropriate audit evidence to provide a basis for an auditopinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

5. 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 un authorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Basis for Disclaimer of Opinion

1. The Company is in the process of completing its review of system of internalfinancial controls over financial reporting for the significant business processesconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Control over Financial Reporting and therefore necessary evidencescould not be made available to us to determine if the Company has established adequateinternal financial control over financial reporting and whether such internal financialcontrols were operating effectively as at March 31 2018.

Disclaimer of Opinion

7. As described in the Basis for Disclaimer paragraph above we are unable to obtainsufficient appropriate audit evidence to provide a basis for our opinion on whether theCompany had adequate internal financial controls over financial reporting and whether suchinternal financial controls 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 ICAI.

8. We have considered the disclaimer reported above in determining the nature timingand extent of audit tests applied in our audit of the financial statements of the Companyfor the year ended March 31 2018 and the disclaimer does not affect our j opinion on thefinancial statements of the Company.

For Riha Lekhi & Company

Chartered Accountants Firm

Regn. No. - 027312N

Sd/-

Partner

Riha Lekhi Place: New Delhi

Date: May 302018

Annexure B to Independent Auditors' Report

Referred to in paragraph 16 of the Independent Auditors' Report of even date to themembers of Wisec Global Limited on the financial statements as of and for the year endedMarch312018 .

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of property plant and equipment.

(b) Subject to comment in para 9 of our Audit Report to which this Annexure B isannexed the property plant and equipment are physically verified by the Managementaccording to a phased programme designed to cover all the items over a period of threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the programme a portion of the property plant andequipment has been physically verified by the Management during the year and no materialdiscrepancies have been noticed on such verification.

(c) The Company does not have any immovable properties of freehold or leasehold natureor any land & buildings and hence reporting under clause (i) (c) is not applicable.

ii. The Company does not have any inventory and hence reporting under clause (ii) ofthe CARO 2016 is not applicable.

iii. The Company has granted unsecured loans to companies covered in the registermaintained under Section 189 of the Act amounting to INR 41.68 Lakhs.

(a) We have not been made available the terms and conditions of the grant of such loanhence we are not able to comment whether terms and conditions are prejudicial to thecompany's interest or not.

(b) Since no terms and conditions related to grant of such loan are made available tous we are unable to comment on the schedule of repayment of principal and interest.

(c) Since no terms and conditions related to grant of such loan are made available tous we are not able to comment on clause3 (iii) (iii)(a) (iii)(b) and (iii)(c) of thesaid Order.

iv. The Company has not granted any loans made investments or provide guarantees undersection 185 and 186 of the Act and hence reporting under clause (iv) of the CARO 2016 isnot applicable.

v. The Company has a due and outstanding of Rs. 55.87 Lakhs as on March 31 2018towards public deposit within the meaning of Section 73 to 76 of the Companies Act 2013and the Companies (Acceptance of Deposit) Rules 2014 as amended. We have not been madeavailable with the information to which can enable us to comment on whether the directivesissued by Reserve Bank of India and provisions of Companies Act 2013 have been compliedwith.

vi. The Central Government of India has. not specified the maintenance of cost recordsunder sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees' state insurance incometax sales tax service tax duty of customs duty of excise value added tax cess goodsand service tax with effect from July 1 2017 and other material statutory dues asapplicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of income-tax sales-tax service- tax duty ofcustoms and duty of excise or value added tax or goods and service tax which have notbeen deposited on account of any dispute except as mentioned in table below:

Name of the Statute Nature of the dues Amount (Rs) Period to which the amount relates Due Date Date of Payment Remarks if any
Income tax Tax deducted at source 387 FY 201415 Not paid till the date of issue of report Interest on late deposit of TDS
Income tax Tax deducted at source 3443 FY 201314 Not paid till the date of issue of report Late filing fee and interest on late deposit of TDS
Income tax Tax deducted at source 101593 FY 201213 and earlier' Not paid till the date of issue of report Short payment and interest on late deposit of TDS

viii. The Company has not taken any loans or borrowings from the financialinstitutions banks and government or has not issued any debenture during the year Hencereporting under clause (viii) of the CARO 2016 is not applicable.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3 (xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under IndianAccounting Standard (Ind AS) 24 Related Party Disclosures specified under Section 133 ofthe Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Riha Lekhi & Company Chartered Accountants Firm Regn. No. - 027312N

Sd/-

. Partner

Riha Lekhi

Place: New Delhi

Date: May 30 2018