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Oracle Financial Services Software Ltd.

BSE: 532466 Sector: IT
NSE: OFSS ISIN Code: INE881D01027
BSE 00:00 | 24 Apr 2020 Oracle Financial Services Software Ltd
NSE 05:30 | 01 Jan 1970 Oracle Financial Services Software Ltd

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OPEN 2050.00
PREVIOUS CLOSE 2030.10
VOLUME 808
52-Week high 3580.00
52-Week low 1532.50
P/E 12.72
Mkt Cap.(Rs cr) 17,509
Buy Price 2035.00
Buy Qty 1.00
Sell Price 2100.00
Sell Qty 1.00
OPEN 2050.00
CLOSE 2030.10
VOLUME 808
52-Week high 3580.00
52-Week low 1532.50
P/E 12.72
Mkt Cap.(Rs cr) 17,509
Buy Price 2035.00
Buy Qty 1.00
Sell Price 2100.00
Sell Qty 1.00

Oracle Financial Services Software Ltd. (OFSS) - Auditors Report


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Company auditors report

To the Members of Oracle Financial Services Software Limited

Report on the Audit of Standalone Ind AS Financial Statements

1. Opinion

We have audited the accompanying standalone Ind AS financial statements of OracleFinancial Services Software Limited ("the Company") which comprise the BalanceSheet as at March 31 2019 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 the profit totalother comprehensive income changes in equity and its cash flows for the year ended onthat date.

2. Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the standalone Ind AS Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the standalone Ind AS financial statements under the provisions of theCompanies Act 2013 ("the Act") and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on standalone Ind AS financial statements.

3. Key Audit Matter

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements of the currentperiod. These matters were addressed in the context of our audit of the standalone Ind ASfinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Auditor's Response
1. Revenue Recognition Principal Audit Procedures:
The Company's revenue streams consist of license fees maintenance fees and consulting fees fixed price and time & material contracts. Revenue from contracts with customers is recognized in accordance with the requirements of Ind AS 115 Revenue from Contracts with Customers ("Ind AS 115"). a) Evaluated the Company's work to implement Ind AS 115 and assessed whether the accounting principles comply with the new accounting standard.
The application of Ind AS 115 involves certain key judgements relating to identification of distinct performance obligations determination of the transaction price allocation of transaction price to the identified performance obligations especially to license fees the appropriateness of the basis used to measure revenue recognised over time or at a point in time including relevant cut-off at period end dates. b) Obtained an understanding of management's internal controls over the revenue process and evaluated whether these were designed in line with the Ind AS 115. Tested relevant internal controls including information technology (IT) controls over revenue process. Carried out a combination of procedures involving inquiry and observation reperformance and inspection of evidence in respect of operation of these controls.
Refer note 2.2(e) 16 23 (viii) and 41 of the standalone Ind AS Financial Statements. c) Performed following procedures on a sample of revenue contracts entered into by Company selected on a test check basis as deemed appropriate:
i) Read and identified the distinct performance obligations in these contracts and compared these performance obligations with those identified and recorded in the books of accounts.
ii) Read the terms of the contracts and checked determination of the transaction price including any variable consideration. Also checked management's evaluation of the stand-alone selling price for each performance obligation.
iii) Tested the basis used by the management to measure revenue recognised over time or at a point in time as per the requirements of Ind AS 115.
d) Performed cut-off testing procedures (by selecting a sample of contracts either side of year-end) to test that revenue has been recognised in the appropriate accounting period.
2. Evaluation of income tax positions Principal Audit Procedures:
The Company has uncertain income tax positions in India which includes matters under dispute involving significant judgment to determine the possible outcome of these disputes. a) Evaluated the design and tested the operating effectiveness of the relevant controls through combination of procedures involving inquiry and observation reperformance and inspection of evidence in respect of operation of these controls to assess how the Company monitors income tax and related developments and their assessment of the potential impact on the Company.
Refer note 2.2(f) 15 23 (v) and 36 of the Standalone Ind AS Financial Statements. b) For uncertain tax positions obtained details of income tax assessments appeal orders and income tax demands from management.
c) Evaluated the management's underlying assumptions of the validity and adequacy of provisions for uncertain income tax positions and evaluating the basis of determination of the possible outcome of the disputes. Also considered legal precedence and other rulings and read where applicable external advice sought by the Company for these uncertain income tax positions and reviewed related correspondence in evaluating management's position on these uncertain income tax matters.
3. Transactions with Related Parties Principal Audit Procedures:
A significant part of Company's revenue relates to transactions with related parties. In addition to revenue Company also enters into other transactions with its related parties. The Company has with effect from April 1 2018 amended its commercial arrangements with its subsidiary companies without modifying the substance of the arrangements and functions undertaken by the Company and its subsidiary companies. Refer to note 32 and 42 of the Standalone Ind AS financial statements. a) Obtained an understanding of the process for identifying related party transactions performed a walkthrough and evaluated the design of controls.
b) Verified that the transactions are approved in accordance with internal procedures and the applicable regulations to the Company.
c) Tested on a sample basis the arrangements between the related parties along with supporting documents to evaluate the management's assertions that the transactions were at arm's length and in the ordinary course of business.
d) Evaluated and tested on a sample basis the rights and obligations of the related parties and assessed whether the transactions were recorded appropriately and whether the relationships and transactions with related parties have been disclosed in accordance with Ind AS 24 "Related Party Disclosures".

4. Information other than the standalone Ind AS financial statements and Auditor'sreport thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the DirectorsReport Corporate Governance Report and Management Discussion and Analysis but does notinclude the standalone Ind AS financial statements and our auditor's report thereon. Thesereports are expected to be made available to us after the date of our auditor's report.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe standalone Ind AS financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.

When we read the other information included in the above reports if we conclude thatthere is material misstatement therein we are required to communicate the matter to thosecharged with governance and determine the actions under the applicable laws andregulations.

5. Management's responsibility for the standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; 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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

6. Auditor's Responsibilities for the Audit of the standalone Ind AS FinancialStatements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor 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 auditconducted in accordance with Standards on auditing will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of thesestandalone Ind AS financial statements.

As part of an audit in accordance with Standards on auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

i) Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

ii) Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

iii) Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

iv) Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe Company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the standalone Ind AS financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

v) Evaluate the overall presentation structure and content of the standalone Ind ASfinancial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

7. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor's report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

ii) As required by section 143 (3) of the Act based on our audit 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 purpose of our audit of standalone IndAS Financial Statements.

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

c) The Balance Sheet Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Cash Flow and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theInd AS specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 312019 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2019 from being appointed as a director in terms of section 164 (2) of theAct.

f) 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" to this report.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on the financialposition in its standalone Ind AS financial statements Refer Note 36 to the standalone IndAS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Regn. No. 106655W

(S.M.Chitale)

Partner

M. No. 111383

Date: May 09 2019

Place: Mumbai

Annexure A to the Independent Auditor's Report of even date on the standalone Ind ASfinancial statements of Oracle Financial Services Software Limited

Referred to in paragraph [7(i)] under Report on Other Legal and Regulatory Requirementsof our report of even date

(i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) Fixed assets have been physically verified by the management during the year and nomaterial discrepancies were identified on such verification.

c) According to the information and explanations given by the management the titledeeds of immovable properties included in property plant and equipment are held in thename of the Company.

(ii) The Company's business does not involve inventories and accordingly therequirements under paragraph 3(ii) of the Companies (Auditor's report) Order 2016("the Order") are not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013 ("the Act"). Accordingly the provisions of paragraph3(iii)(a) (b) and (c) of the Order are not applicable to the Company and hence notcommented upon.

(iv) In our opinion and according to the information and explanations given to usprovisions of section 186 of the Act in respect of investments made have been compliedwith by the Company. In our opinion and according to the information and explanationsgiven to us there are no loans guarantees and securities granted in respect of whichprovisions of section 185 and section 186 of the Act are applicable and hence notcommented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of 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 to the Company.

(vi) According to the information and explanations given to us the Central Governmenthas not specified the maintenance of cost records under Section 148(1) of the Act for theproducts/services of the Company.

(vii) a) Undisputed statutory dues including provident fund income-tax sales taxservice tax duty of customs value added tax cess and other material statutory dues havegenerally been regularly deposited with the appropriate authorities though there have beenconsiderable delays in few cases of foreign withholding tax. As explained to us theCompany did not have any dues of excise duty.

b) According to the information and explanations given to us undisputed dues inrespect of provident fund income-tax service tax sales-tax duty of customs valueadded tax cess and other material statutory dues which were outstanding at the year endfor a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the dues Amount (Rs) Period to which the amount relates Due Date Date of Payment
Foreign Tax Income Tax 238061441 April 2005 to March 2016 Various dates Not yet paid
Withholding Tax 1406516 January 2013 to December 2017 Various dates Not yet paid

c) According to the records of the Company the dues outstanding of income-tax salestax service tax duty of customs value added tax and cess on account of any dispute areas follows:

Name of the statute Nature of the dues Amount (Rs) Period to which the amount relates Forum where dispute is pending
Income Tax 81279735 April 2007 to March 2008 Commissioner of Appeal (Income-tax)
Income Tax 2021730 April 2009 to March 2010 Commissioner of Appeal (Income-tax)
The Income Tax Act 1961 Tax Deducted at Source 484595672 April 2011 to March 2012 Commissioner of Appeal (Income-tax)
Income Tax 661987305 April 2012 to March 2013 Commissioner of Appeal (Income-tax)
Income Tax 2025447376 April 2014 to March 2015 Commissioner of Appeal (Income-tax)
Tax Deducted at Source 196617387 April 2017 to March 2018 Commissioner of Appeal (Income-tax)
Sales Tax (MVAT) 28943706 April 2012 to March 2013 Joint Commissioner of Sales Tax (Appeals)
Sales Tax (MVAT) 26063769 April 2013 to March 2014 Joint Commissioner of Sales Tax (Appeals)
Maharashtra Value Added Tax Act 2002 Sales Tax (MVAT) 19890239 April 2014 to March 2015 Joint Commissioner of Sales Tax (Appeals)
Sales Tax (MVAT) 22169469 April 2015 to March 2016 Joint Commissioner of Sales Tax (Appeals)
Central Sales Tax Act 2002 Sales Tax (CST) 457394 April 2013 to March 2014 Joint Commissioner of Sales Tax (Appeals)

Note 1: The demand of Income Tax as reported above is net of demand paid under protestand refunds adjusted against said demand of Rs. 2047190929.

Note 2: The demand of Sales Tax as reported above is net of demand paid under protestagainst said demand of Rs. 9930690.

(viii) The Company did not have any outstanding loans or borrowing dues in respect of afinancial institution or bank or to government or dues to debenture holders during theyear.

(ix) According to the information and explanations given by the management the Companyhas not raised any money by way of initial public offer or further public offer or debtinstruments and term loans hence reporting under paragraph 3 (ix) is not applicable tothe Company.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the standalone Ind AS financial statements and according to the informationand explanations given by the management we report that no fraud by the company or nofraud on the Company by the officers and employees of the Company has been noticed orreported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofparagraph 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the standaloneInd AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under paragraph 3(xiv) are not applicableto the Company.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withthem as referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For Mukund M. Chitale & Co.

Chartered Accountants

Firm Regn. No. 106655W

(S.M.Chitale)

Partner

M. No. 111383

Date: May 09 2019

Place: Mumbai

Annexure B to the Independent Auditor's Report of even date on the standalone Ind ASfinancial statements of Oracle Financial Services Software Limited

Referred to in paragraph [7(ii)(f)] under Report on Other Legal and RegulatoryRequirements of our report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of OracleFinancial Services Software Limited ("the Company") as of March 31 2019 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

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 and the Standards on Auditing as specified under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe 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 judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor error.

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

4. 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 standalone Ind AS financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions 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 unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the standalone Ind AS financialstatements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

5. 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

6. 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 Mukund M. Chitale & Co.

Chartered Accountants

Firm Regn. No. 106655W

(S.M.Chitale)

Partner

M. No. 111383

Date: May 09 2019

Place: Mumbai


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