To the Members of California Software Company Limited Report on the
Standalone Financial Statements
We have audited the accompanying standalone Ind AS financial statements
of California Software Company Limited ("the Company"), which comprise the
Balance Sheet as of March 31, 2023, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of
Changes in Equity for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Managements Responsibility for the Standalone Ind AS Financial
Statements
The Companys Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to
the preparation of these standalone Ind AS financial statements that give an accurate and
fair view of the financial position, financial performance including other comprehensive
income, cash flows and changes in equity of the Company in accordance with accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting
records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate
*
accounting policies; making judgments and estimates that are reasonable
and prudent; and the design, implementation and maintenance of adequate internal financial
control that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Ind AS financial
statements that give an accurate and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these standalone Ind AS
financial statements based on our audit. We have taken into account the provisions of the
Act, the accounting and auditing standards and matters which are required to be included
in the audit report under the provisions of the Act and the Rules made thereunder. We
conducted our audit of the standalone Ind AS financial statements in accordance with the
Standards on Auditing issued by the Institute of Chartered Accountants of India, as
specified under Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures selected depend on
the auditors judgment, including assessing the risks of material misstatement of the
standalone Ind AS financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control relevant to the
Companys preparation of the standalone Ind AS financial statements that give a true
and fair view to design audit procedures that are appropriate in the circumstances. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the Companys Directors, as well
as evaluating the overall presentation of the standalone Ind AS financial statements. We
believe the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion op the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the standalone Ind AS financial statements provide the
information required by the Act in the manner so required and give an accurate and fair
view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity for the year ended on that
date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors 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 1" a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that:
We have sought and obtained all the information and explanations,
which, to the best of our knowledge and belief, were necessary for our audit.
In our opinion, proper books of account, as required by law, have been
kept by e Company so far as it appears from our examination of those books.
The Balance Sheet, Statement of Profit and Loss, including the
Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes
in Equity dealt with by this Report agree with the books of account.
In our opinion, the aforesaid standalone Ind AS financial statements
comply with the Accounting Standards specified under section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015, as amended.
Based on written representations received from the directors as of
March 31, 2023, and
*
taken on record by the Board of Directors, none of the directors is
disqualified as of March 31,2023, from being appointed as a director in terms of section
164(2) of the Act;
With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure 2" to this report.
With respect to the other matters to be included in the Auditors
Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of
our information and according to the explanations given to us:
With respect to the other matters to be included in the Auditors
Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and according to the explanations given to
us:
The Company has disclosed the impact of pending litigations on its
financial position in its standalone Ind AS financial statements.
The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses on long-term contracts, including
derivative contracts.
There has been no delay in transferring amounts required to be
transferred to the Investor Education and Protection Fund by the Company.
For K. Gopal Rao & Co |
|
Chartered Accountants, |
|
Firm Registration No. 000956S |
|
Madan Gopal Narayanan |
Place of Signature: Chennai |
Partner |
Date: May 30,2023 |
Chartered Accountants |
|
Membership No. 211784 |
|
Annexure 1 referred to in paragraph 1 of the section on "Report on
Other Legal and Regulatory Requirements" of our report of even date
Re: California Software Company Limited (the Company)
(i) (a) The Company has maintained records showing full particulars,
including quantitative details and fixed asset situation.
(b) The management physically verified all fixed assets in accordance
with a planned programme of verifying them in a phased manner over three years, which, in
our opinion, is reasonable regarding the size of the Company and the nature of its assets.
No material discrepancies were noticed in such verification conducted during the financial
year.
(c) According to the information and explanations given by the
management, the title deeds of immovable properties included in property, plant and
equipment / fixed assets are held in the name of the Company.
(ii) The management has conducted physical verification of inventory at
reasonable intervals during the financial year, and no material discrepancies were noticed
on such physical verification.
(iii) According to the information and explanations, the Company has
not granted any loans, secured or unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered 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 do not apply to the Company and hence are not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, provisions of
section 186 of the Companies Act 2013, in respect of loans issued, have
been complied with by
the Company. In our opinion and according to the information and
explanations given to us,
there are no loans, investments, guarantees, and securities issued in
respect of which
provisions of section 185 of the Companies Act* 2013 are applicable and
hence not commented upon. .
(v) The Company has not accepted 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 clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records under clause 148(1) of the
Companies Act, 2013 for the products/services of the Company.
(vii) (a) Undisputed statutory dues, including provident fund,
employees state insurance, income tax, sales tax, service tax, the duty of custom,
value-added tax, goods and service tax, cess, and other material statutory dues, have
generally been regularly deposited with the appropriate authorities. However, there has
been a slight delay in a few cases. The provisions relating to the excise duty do not
apply to the Company.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees state insurance,
income tax, sales tax, goods and service tax, duty of custom, Value added tax, Cess, and
other statutory dues were outstanding, at the year-end, for more than six months from the
date they became payable. According to the records of the Company, the disputed amount of
income tax and service tax is Rs. 133,960,202 and Rs. 35,52,977, respectively.
(viii) In our opinion and according to the information and explanations
given by the management, the Company has not defaulted in repayment of loans or borrowing
from a bank. The Company did not have any outstanding loans or borrowing dues in respect
of financial institutions or government or dues to debenture holders.
(ix) According to the information and explanations given by the
management, the Company has not raised any money by way of initial public offer / further
public offer/debt instruments; hence, reporting under the clause does not apply to the
Company and, therefore, is not commented upon.
(x) Based upon the audit procedures performed to report an accurate and
fair view of the
financial statements and according to the information and explanations
given by the
management, we say that no fraud by the company or no fraud / material
fraud on the
company by the officers and employees of the Company has been noticed
or reported during
*the year.
(xi) According to the information and explanations given by the
management, the managerial remuneration has not been paid.
(xii) In our opinion, the Company is not a Nidhi company. Therefore,
the provision^^^^^^^^^^J 3(xii) of the order do not apply to the Company and are not
commented
(xiii) According to the information and explanations given by the
management, transactions with the related parties are in compliance with section 177 and
188 of the Companies Act, 2013, where applicable, and the details have been disclosed in
the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on
an overall examination of the balance sheet, the company has not made any preferential
allotment or private placement of shares or wholly or partly convertible debentures during
the year under review and hence, reporting requirements under clause 3(xiv) do not apply
to the company and, not commented upon.
(xv) According to the information and explanations given by the
management, the Company has not entered into any noncash transactions with directors or
persons connected with him, as referred to in section 192 of the Companies Act, 2013.
(xvi) According to the information and explanations, the provisions of
section 45-IA of the Reserve Bank of India Act, 1934, do not apply to the Company.
For K.Gopal Rao & Co |
* |
Chartered Accountants, |
|
Firm Registration No. 000956S |
|
Madan Gopal Narayanan |
Place of Signature: Chennai |
Partner
Chartered Accountants |
t Date: May
30,2023 i
4 |
Membership No. 211784 |
|
ANNEXURE 2 : TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON
THE STANDALONE FINANCIAL STATEMENTS OF CALIFORNIA SOFTWARE COMPANY LIMITED
Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial
reporting of California Software Company Limited ("the Company") as of March 31,
2023, in conjunction with our audit of the companys standalone financial statements for
the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and
maintaining internal financial controls based on the internal control over financial
reporting criteria established by the Company, considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys
internal financial controls over financial reporting based on our audit. We conducted our
audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the "Guidance Note") and the Standards on Auditing as
specified under section 143(10) ,of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting were established and
maintained and if such controls operated effectively in all material respects.
4
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting
included understanding internal financial controls, assessing the risk of a material
weakness, and testing and evaluating internal controls design and operating effectiveness
based on the assessed risk. The procedures selected depend on the auditors
judgement, including assessing the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe the evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the internal financial controls system over
financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial control
over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts
and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial
Reporting
Because of the inherent limitations of internal financial controls over
financial reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate
internal financial control system over financial reporting and such internal financial
controls over financial reporting were operating effectively as of March 31, 2023, based
on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
For K.Gopal Rao & Co |
|
Chartered Accountants, |
|
Firm Registration No. 000956S |
|
Madan Gopal Narayanan |
*
Place of Signature: Chenna |
Partner |
Date: May 30,2023 |
Chartered Accountants |
|
Membership No. 211784 |
|
+91-9892691696
