To The Members of
M/s. CG-VAK Software and Exports Limited
Report on the Consolidated Financial Statements
Opinion
We have audited the standalone financial statements of CG-VAK Software
and Exports Limited ("the Company"), which comprise the balance sheet as at 31st
March 2023, and the statement of Profit and Loss, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements give the
information required by the Act in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section133 of the Act
read with Companies (Accounting Standards) Rules 2015 as amended ("Ind AS") and
other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31,2023, and profit/loss, changes in equity and its 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 section143(10) of the Companies Act,2013.Our responsibilities under
those Standards are further described in the Auditors Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act,2013 and the Rules there
under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of the current period.
These matters were 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. We have no key audit matters to communicate in our report.
Other Information:
The companys Board of Directors is responsible for the
preparation of the Other Information. The Other Information comprises the Information
included in the Management discussion and Analysis, Boards Report including
annexures to Boards Report, Corporate Governance and Shareholders Information,
but does include the financial statement and auditors report thereon. Our opinion on
the Standalone Financial Statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our report of the Financial Statements, Our
responsibility is to read the other information and in doing so, consider whether the
other information is materially in consistent with the financial statements or our
knowledge obtained in the auditor otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this
regard.
Managements Responsibility for the Standalone Financial
Statements
The Companys Board of Directors is responsible for the matters
stated insection134(5)of the Companies Act,2013("theAct") with respect to the
preparation of these standalone financial statements that give a true and fair view of the
financial position, financial performance, changes in equity and cash flows of the Company
in accordance with1the accounting principles generally accepted in India, including the
accounting Standards specified under section133oftheAct. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act
for safe guarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate implementation and
maintenance of accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is responsible for
assessing the Companys ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative to do so.
Those Board of Directors are also responsible for over seeing the
Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatement scan a rise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these Standalone financial statements As part of an audit
in accordance with SAs, we exercise professional judgement and maintain professional
skepticism throughout the audit. We also:
Identify and assess the risk of material misstatements of the
Standalone Financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting in error, as fraud may
involve collusion, forgery, intentional omissions, mis representations, or over ride of
internal control;
Obtain an understanding of internal control relevant to the audit in
order to design audit procedure that are appropriate in circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing an opinion on whether Company
has adequate internal financial control with reference to Standalone financial statements
in place and operating effectiveness of such controls;
Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the management and
the board of directors.
Conclude on the appropriateness of Management and Board of
Directorsuse of the going concern basis of accounting and based on the audit
evidence obtained. Whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the ability of the group to continue as a going
concern. If a material uncertainty exists, we are required to draw attention in our
auditors report to the related disclosures in the Standalone Financial Statements
or, if such disclosures are inadequate, to modif your opinion. Our conclusions are based
on audit evidence obtained upto the date of our auditors report. How ever future
events or conditions may cause the Company to cease to continue as a going concern;
Evaluate overall presentation, structure and content of the Standalone
Financial Statements including the disclosures, and whether the Statement represent the
under lying transactions and events in a manner that achieves fair presentation ; and
Materiality is the magnitude of misstatement in the Standalone
Financial Statements that individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the Standalone Financial
Statements may be influenced. We consider quantitative materiality and qualitative factors
in (i) planning the scope of our audit work and in evaluating the results of our work :
and (ii) to evaluate the effect of any identified mis statement in the Standalone
Financial Statements.
We communicate with those charged with governance regarding, among
others, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence and to communicate with the mall
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable related safeguards.
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of Standalone
Financial Statements of the current period and are there fore the key audit matters. We
describe these matters in our audit report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing
so would reasonable be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (AuditorsReport) Order, 2020
("theOrder"), issued by the Central Government of India in terms of sub-section
(11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the
matters specified in paragraphs3 and 4of the Order, to the extent applicable.
A. As required by Section143(3)of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of 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 the Company so f ar as it appears from our examination of those books
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement deal with by this Report are in agreement with the books of account
d) In our opinion, the afore said standalone financial statements
comply with the Accounting Standards specified under Section 133 of the Act, read with
Rule7of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the
directors as on 31st March,2023 take non record by the Board of Directors, none of the
directors is disqualified as on 31stMarch,2023 from being appointed as a director in terms
of Section164(2)oftheAct.
f) 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 B" . Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the companys internal
financial controls over financial reporting.
B. 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:
i The Company has disclosed the impact of pending litigations on its
financial position in its financial statements Refer Note 23 to the financial statements;
ii. The Company did not have material long term contracts including
derivative contracts for which there were any material foreseeable losses during the year
ended31st March 2023.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the Company.
iv. The management, has represented that, to the best of its knowledge
and belief, other than as disclosed in the note 2 to the accounts, no funds have been
advanced or loaned or invested(either from the borrowed funds or share premium or any
other sources or kind of funds) by the company to any person or entities, including
foreignentities ("intermediaries") with the understanding whether recorded in
writing or otherwise, the intermediary shall directly or indirectly lend or invest in
other persons or entities identified in any manner what soever by or behalf of the company
("ultimate beneficiaries"),or provide any guarantee, or security or the like, on
behalf of the ultimate beneficiaries.
v. Also the Management has represented that, to the best of its
knowledge and belief, other than as disclosed in the note 2 to the accounts, no
funds have been received from any person or entities, including foreignentities (Funding
party) with the understanding whether recorded in writing or otherwise, the company shall
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the funding
party("ultimatebeneficiaries")or provide any guarantee or security or the like
on behalf of the ultimate beneficiaries.
vi. Based on the audit procedures performed that have been considered
reasonable and appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that representations made underrule11(e)(i)and ii of Companies (Audit
and Auditors) rules 2014 as amended contain any material misstatement.
vii.Dividend declared or paid during the year are in accordance with
section 123 of Companies Act 2013.
viii. The company is using such software for maintaining its books of
accounts which has edit log facility and same has been operated throughout the year and
such feature has not been tampered with and the trail has been preserved by the company as
per statutory requirement.
C. With respect to the other matters to be included in the
Auditors Report in accordance with the requirements of section 197(16) of the Act as
amended; In our opinion and to the best of our information and according to the
explanation given to us, remuneration paid by the company to its directors during the year
is in accordance with the provisions of section 197 of the Act and is with in the limit
specified under the said section.
.
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph 1 of Our Report on "Other
Legal and Regulatory Requirements" in the Independent Auditors Report of even
date to the members of CGVAK Software and Exports Ltd on the Standalone Financial
Statements for the year ended31st March 2023
According to the information and explanation sought by us and given by
the company and books and records examined by us during the course of our audit and to the
best of knowledge and belief we report the following.
i) a) In respect of companys fixed assets
A) The Company has maintained proper records showing full particulars,
including quantitative details and situation of Property, plant and equipment;
B) The company is also maintaining proper records showing full
particulars of Intangible assets.
b) During the year, Property, plant and equipment have been physically
verified by the management as per regular programme of verification, which in our opinion
is reasonable having regard to size of the company and the nature of its assets As
informed, no material discrepancies have been noticed on such physical verification.
c) The title deeds of immovable properties recorded as Property, plant
and equipment in the books of account of the company are held in the name of
company.(Please refer to disclosures given in Note 2 to Audited Standalone Financial
Statements)
d) No proceeding has been initiated or pending against the company for
holding any benami property under the Benami Transactions (Prohibition) Act1988 and the
rules made there under. (Please refer to disclosures in Note 2 to Audited Standalone
Financial Statements)
e) The company has not revalued its property, plant and equipment or
its intangible assets during the year.
ii) a)The company is providing software development services to
overseas clients. Since the company is in service sector, it does not hold any physical
inventories. Thus Paragraph3(ii) of the order is not applicable to company.
b) During the year, the company has not been sanctioned any working
capital limits in excess of Rupees Five Crores from banks or financial institutions
against the security of current assets. (Please refer to the disclosures given in Note 2
to Audited Standalone Financial Statements.) Hence clause 3(ii)(b) of the order is not
applicable to the company.
iii) a) As informed, the Company has not made investments in, provided
any security or guarantee or granted any loans, secured or unsecured, to companies, firms,
Limited Liability Partnerships or any other parties.
b) No loan or advance in the nature of loan granted which has fallen
due during the year has been renewed or extended or fresh loans granted to settle the over
dues of existing loan given to same parties.
c) The company has not granted any loans or advances to promoters or
other related parties in the nature of loan either repayable on demand or without
specifying any terms or period of repayment
iv) The company has not advanced any loans, made any investments in
subsidiaries during the year, provided any guarantee or security in connection with a loan
to any other body corporate or person with in the meaning of Section185 and 186 of the
Companies Act2013.
v) The company has not accepted any deposits from the public covered
under sections 73 to 76 of the Companies Act,2013. No amount is outstanding in respect of
any advances which are deemed to be deposits under this clause.
vi) The central government has not prescribed the maintenance of cost
records maintenance of cost records under section 148(1) of the Act, for any of services
rendered by the company.
vii) The company is generally regular in depositing with appropriate
authorities undisputed statutory dues, including provident fund, ESI, income tax, goods
and service tax, customs duty, cess and any other material statutory dues applicable to it
and, according to the information and explanation given to us, no undisputed amounts
payable in respect of provident fund, ESI, income tax, GST, customs duty, cess and any
other material statutory dues applicable to it were outstanding at they earend, for a
period of more than six months from the date they became payable.
viii)According to the information and explanation given to us, no
transactions which were previously un recorded in the book s of account has been
surrendered or disclosed as income during the year in tax assessment under the Income tax
Act1961. (Please refer to disclosures given in Note 2 to Audited Standalone Financial
Statements.)
ix) a) According to the information and explanation given to us, the
company has not defaulted in repayment of loans or borrowings to banks. The company has
not borrowed from financial institutions or government and has not issued debentures till
date.
b) According to the information and explanation given to us and on the
basis of our audit procedures, the company has not been declared as willful defaulter by
any bank or financial institution or any other lender.(Please refer to disclosures given
in Note 2 to Standalone Financial Statements.)
c) In our opinion and according to the information and explanation
given to us, the company has utilized the money obtained by way of term loans during the
year for the purposes for which it was obtained.
d) According to the information and explanation given to us and the
procedures performed by us and over all examination of financial statements of the
company, we report that no funds raised on short term basis have been utilized for long
term purposes by the company.
e) According to the information and explanation given to us and on
overall examination of financial statements of the company, we report that The Company has
not taken any funds from any entity or person on account of or to meet the obligation of
subsidiaries, joint ventures or associates.
f) According to the information and explanation given to us and
procedures performed by us, the company has not raised Loans during the year on pledge of
securities held in subsidiaries, joint ventures or subsidiaries.
x) a) The company has not raised any money by way of initial public
offer or further public offer (including debt instruments). Hence reporting under this
clause does not arise.
b) The Company has not made any preferential allotment or private
placement of shares or fully or partly convertibles debentures during the year under
review and therefore paragraph 3(x(b)) of the Order is not applicable to the Company.
xi) a) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted auditing practices in
India and according to the information and explanation given to us, we have neither come
across any instance of fraud by the company or any fraud on the company by its officers or
employees, noticed or reported during the year, nor have been informed of any such
instance by the management.
b) As represented to us by the management, the company has not received
any whistle blower complaints during the year.
xii) In our opinion and according to the information and explanation
given to us, the company is not a Nidhi Company. Therefore clause3(xii) of the order is
not applicable to the company. xiii)According to the information and explanations given to
us, all transactions with the related parties are in compliance with sections 177 and
section188 of Companies Act,2013 where applicable and the details have been disclosed in
the Standalone Financial Statements etc. as required by the applicable accounting
standards.
xiv)In our opinion and based on our examination, the company has an
internal audit system commensurate with size and nature of its business.
We have considered the internal audit reports of the company issued
till date for the period under audit.
xv) According to the information and explanations given to us and based
on our examination of the records of the Company, the Company has not entered in to
non-cash transactions with directors or persons connected with him during the year.
xvi)According to the information and explanation given to us, the
company is not required to be registered under section 45-IA of the Reserve Bank of India
Act, 1934.
xvii) The company has not incurred cash losses in the financial year
and in the immediately preceding financial year.
xviii) There has been no resignation of statutory auditor during the
year and accordingly this clause is not applicable.
xix) According to the information and explanation given to us and on
the basis of financial ratios, ageing and expected dates of realization of financial
assets and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of Board of Directors and management plans, based on our
examination of evidence supporting the assumptions, nothing has come to our attention that
causes us to believe that any material uncertainty exists on the date of audit report that
the company is not capable of meeting its liabilities existing at the date of Balance
sheet as and when they fall due with in a period of one year from the balance sheet date.
we, how ever state that this is not assurance as to the future viability of the company.
We further state that our reporting is based on the facts upto the date of audit report
and we neither give a guarantee nor any assurance that all liabilities falling due with in
a period of one year from the balance sheet date, will get discharged by the company a
sand when they fall due.
xx) In respect of other than on going project, CSR amount of Rs18.08
lacs for financial year 2022-23 determined in accordance with the provisions of Section
135 of Companies Act 2013 have been contributed to Rotary Foundation on 09-03-2023 and
accordingly there is no unspent amount in respect of other than on going projects. The
company is not pursuing any on going project. xxi)This clause 3 (xxi) is not applicable
for audit of standalone financial statements.
ANNEXURE "B"
ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT ON ‘OTHER LEGAL
AND REGULATORY REQUIREMENTS IN THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO
THE MEMBERS OF CGVAK SOFTWARE AND EXPORTS LTD ON THE STANDALONE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31ST MARCH 2023
Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act,2013 ("theAct")
We have audited the internal financial controls over financial
reporting of CG VAK SOFTWARE AND EXPORTS LTD ("the Company") as of March31, 2023
in conjunction with our audit of the standalone financial statements of the Company for
the year ended on tha tdate.
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 companys policies, the safe guarding
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, issued
by ICAI and deemed to be prescribed undersection143(10)of the Companies Act,2013, to the
extent applicable to an audit of internal financial controls, both 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 was established and
maintained and if such controls operated effectively in all material respects.
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 obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditors judgement,
including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Companys 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 there liability 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 authorizations of management and directors of the
company; and
(3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets
that could have a material effect on the financial statements.
In herent 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 over
ride 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 in adequate 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 controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March31,2023 ,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 M/s. SPP & Co |
|
Chartered Accountants |
|
Firm Regn.No.011059S |
|
S.Prabhu |
| Place : Coimbatore |
Partner |
|
Membership No.213598 |
| Date : 22 May, 2023 |
UDIN : 23213598BGXGEW4749 |
+91-9892691696
