We have audited the accompanying standalone financial statements of financial statements of
OCTAWARE TECHNOLOGIES LIMITED (“the Company”), which comprise the Balance Sheet as
at 31st March 2024, the Statement of Profit and Loss and Cash Flow Statement for the year then
ended, and 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 financial statements give the information required by the Companies Act, 2013
(the ‘Act') in the manner so required and give a true and fair view in conformity with the
accounting standards prescribed under section 133 of the Act and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March 2024, and its
profit 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 specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor's 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 thereunder, 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 in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's 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, Board's Report including Annexures to Board's Report, but does not include the
financial statements and our auditor's report thereon. These reports are expected to be made
available to us after the date of our auditor's report.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
When we read the other information included in the above reports, if we conclude that there is
material misstatement therein, we are required to communicate the matter to those charged
with governance and determine the actions under the applicable laws and regulations.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone these financial statements that give a
true and fair view of the financial position, financial performance and cash flows of the Company
in accordance with the accounting principles generally accepted in India including Accounting
standards referred to in section 133 of the Act, as applicable. 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 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
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the
Company's 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 but to do
so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting
process.
Auditor's Responsibility
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
auditor's 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. Misstatements can arise 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 judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement 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 from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use 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 Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to the related disclosures in the
financial statements, or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the 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 misstatements in the
financial statements.
We communicate with those charged with governance regarding, among other matters, 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 them all
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 the standalone financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor's 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 reasonably be expected to outweigh
the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of section 143(11) of the Act, we give in “Annexure
A”, a statement on the matter specified in the paragraph 3 and 4 of the Order.
2. As required under provisions of section 143(3) of the Companies Act, 2013, 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 purpose of our audit;
b. In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
c. The Balance Sheet and Statement of Profit and Loss including Statement of Cash
Flow dealt with this report are in agreement with the books of account;
d. In our opinion, the aforesaid Financial Statement comply with the Accounting
Standards specified under Section 133 of Act, read with relevant rule issued
thereunder.
e. On the basis of written representations received from the directors as on March
31, 2024, taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024, from being appointed as a director in terms of
section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial
reporting of the company and operating effectiveness of such controls, referred to
our separate report in “Annexure B".
g. The Company has not paid or provided for any managerial remuneration during
the year. Accordingly, reporting under Section 197(16) of the Act is not applicable.
h. With respect to other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and Auditor) Rules, 2014, in our opinion
and to the best of our knowledge and belief and according to the information and
explanations given to us:
(a) The Company has disclosed the impact of pending litigations as at 31 March
2024 on its financial position in its standalone financial statements - Refer
Note (vii) of Annexure - A to the standalone financial statements
(b) The Company did not have any long-term and derivative contracts as at March
31, 2024.
(c) There has been no delay in transferring amounts, required to be transferred,
the Investor Education and Protection Fund by the Company during the year
ended March 31, 2024.
(d) The management has;
(i) represented that, to the best of its knowledge and belief as disclosed in the
Financial Statements, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Company or
• provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.
(ii) represented, that, to the best of its knowledge and belief as disclosed in
The Financial Statements, no funds have been received by the Company
from any persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the
Company shall:
• directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub clause (d) (i) and (d) (ii) contain any
material miss-statement.
(e) The company has neither declared nor paid any dividend during the year
under Section 123 of the Act.
(f) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording
audit trail (edit log) facility is applicable to the Company with effect from April
1, 2023. Based on our examination, which included test checks, and other
generally accepted audit procedures performed by us, we report that the
Company has used accounting software ‘Microsoft Dynamics Axapta 2012 R2'
for maintaining its books of account which has a feature of recording audit trail
facility and the same has been operated throughout the period for all
transactions recorded in the software.
FOR D G M S & Co.,
Chartered Accountants
Place: Mumbai
Date: 30th May 2024
Hiren J Maru
Partner
M. No. 115279
FRN:0112187W
UDIN: 24115279BKBWKY3237
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