Mar 31, 2018
Report on the Financial Statements
We have audited the accompanying Financial Statements of Axtel Industries Limited (âthe Companyâ) which comprise the Balance Sheet as at March 31, 2018, 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.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other Comprehensive Income, cash flows and the Statement of Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 Ind AS financial statements in accordance with the Standards on Auditing 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 Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its Profit, total Comprehensive Income, its Cash Flows and the changes in equity for the year ended on that date.
Other Matter
The Comparative financial information of the Company for the year ended March 31, 2018 and the transition date opening balance sheet as on April 1, 2016 prepared in accordance with Ind AS included in these Ind As financial statements have been audited by the predecessor auditor. The report of the predecessor auditor on comparative financial information and the said opening balance sheet dt. 22.05.2017 has expressed an unmodified opinion
Our opinion on the financial statements and our report on Other Legal regulatory Requirements below is not modified in respect of this matter
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ 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:
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 it appears from our examination of those books;
c. the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account
d. in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act,
e. On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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 the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g. With respect to the other matters to be included in the Auditorâs 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 does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
âAnnexure Aâ to the Independent Auditorsâ Report
Referred to in paragraph 1 under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the financial statements of the Company for the year ended March 31, 2018:
1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.
(c) The title deeds of immovable properties are held in the name of the company.
2) (a) The management has conducted the physical verification of inventory at reasonable intervals.
(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.
3) 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 Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.
4) In our opinion and according to the information and explanations given to us, the provisions of section 185 and 186 of the Companies Act, 2013 are not applicable to the company as there are no transactions entered by the company in respect of loans, investments, guarantees, and security to which the provisions of section 185 and 186 of the Companies Act, 2013 apply.
5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
6 As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under- sub-section (1) of Section 148 of the Act, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records.
7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities and that no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable. As informed to us the provisions relating to Employee State Insurance are not applicable to the Company
(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except for the Fringe Benefit Taxes. According to the information and explanations given to us and the records of the company examined by us, the particulars of dues of Fringe Benefit Tax as at 31st March 2018 which have been deposited under protest as it is disputed, details of which is as follows:
Name of Statue |
Name of Dues |
Amount (Rs.) |
Period to which amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Fringe Benefit Tax |
1,93,150/- |
P.Y. 05-06 A.Y. 06-07 |
Dy. Comm. of Income Tax, Godhra for Reassessment under order of ITAT, Ahmedabad |
8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.
9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.
10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals and resolutions mandated by the provisions of section 197 read with Schedule V to the Companies Act;
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.
15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.
âAnnexure Bâ to the Independent Auditorâs Report of even date on the Standalone F inancial Statements of Axtel Industries Limited for year ended 31st March, 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Axtel Industries Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 companyâs 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.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(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 auditorâs 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs 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 companyâs 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, and to the best of our information and according to the explanations given to us, 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 March 31, 2018, 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 Institute of Chartered Accountants of India.
For VCA & ASSOCIATES
Chartered Accountants
FRN: 114414W
(CA. ASHOK THAKKAR)
Place: Vadodara Partner
Date: 22/05/2018 Membership No. : 048169
Mar 31, 2016
To the members of AXTEL INDUSTRIES LIMITED
Report on the Financial Statements
We have audited the accompanying Financial Statements of Axtel Industries Limited (âthe Companyâ) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 there under.
We conducted our audit in accordance with the Standards on Auditing 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 the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
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 Act in the manner so required and give a true 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, 2016, and its Profit and its Cash Flow for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ 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:
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 it appears from our examination of those books;
c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account
d. in our opinion, the aforesaid financial statements comply with the Accounting Standards 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 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 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 the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g. With respect to the other matters to be included in the Auditorâs 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 does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
âAnnexure Aâ to the Independent Auditorsâ Report
Referred to in paragraph 1 under the heading âReport on Other Legal & Regulatory Requirementâ of our report of even date to the financial statements of the Company for the year ended March 31, 2016:
1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.
(c) The title deeds of immovable properties are held in the name of the company.
2) (a) The management has conducted the physical verification of inventory at reasonable intervals.
(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.
3) 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 Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.
4) In our opinion and according to the information and explanations given to us, the provisions of section 185 and 186 of the Companies Act, 2013 are not applicable to the company as there are no transactions entered by the company in respect of loans, investments, guarantees, and security to which the provisions of section 185 and 186 of the Companies Act, 2013 apply.
5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
6) As per information& explanation given by the management, maintenance of cost records has been prescribed by the Central Government under- sub-section (1) of Section 148 of the Act, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records.
7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable. As informed to us the provisions relating to Employees State Insurance are not applicable to the Company.
(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except for the Fringe Benefit Taxes. According to the information and explanations given to us and the records of the company examined by us, the particulars of dues of Fringe Benefit Tax as at 31st March 2016 which have been deposited under protest as it is disputed, details of which is as follows:
Name of Statue |
Name of Dues |
Amount (Rs.) |
Period to which amount relates |
Forum where dispute is pending |
Income Tax Act, 1961 |
Fringe Benefit Tax |
1,93,150/- |
P.Y. 05-06 A.Y. 06-07 |
Income Tax Appellate Tribunal, Ahmedabad |
8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.
9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.
10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals and resolutions mandated by the provisions of section 197 read with Schedule V to the Companies Act;
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.
15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.
âAnnexure Bâ to the Independent Auditorâs Report of even date on the Standalone Financial Statements of Axtel Industries Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Axtel Industries Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company as per Institute of Chartered Accountants of India and formulated by the committee of Board of Directors. 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 companyâs 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.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(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 auditorâs judgment, 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs 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 companyâs 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 controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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 Control over Financial Reporting issued by the Institute of Chartered Accountants of India.
For V. K. SHASTRI & CO.
Chartered Accountants
FRN: 113325W
CA. V. K. SHASTRI
(Sole- Proprietor)
Place: Vadodara Membership No. : 042774
Date: 27/05/2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
AXTEL INDUSTRIES LIMITED (''the Company"), which comprise the Balance
Sheet as at 31 st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
2. The Company's 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 financial statements
that give a true and fair view of the financial performance and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies {ACcounfs) Rules, 2014, This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of 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 financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit,
4. 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
theRules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing
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.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures jn the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that, give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
8. In our opinion and to the best of our information, and according to
the explanations given to us, the aforesaid standalone financial
statements, read together with the Notes there on, give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31stMarch, 2015, and
its Loss and its cash flows for the year ended on that date.
Report on Other legal and Regulatory Requirements
9. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order'1) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, and on the basis of such
checks of the books and records of the Company as we considered
appropriate and according to the information and explanations given to
us, we give in the Annexure a statement on the matters Specified in
paragraphs 3 and 4 of the order.
10. As required by Section 143(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 far as it appears from our examination of
those books.
c. The,Balance Sheet, the Statement of Profit and Loss and the. Cash
Flow Statement, dealt with by this Report are in agreement with the
books of account.
d. In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the
directors as on March 31, 2015, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015,
from being appointed as a director in terms of Section 164 (2) of the
Act.
f. With respect to the other matters to be included in the Auditor's
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 as at
31 st March, 2015, on it's financial position in the financial
statements.
II. The Company has made provision at 31st March, 2015 as required
under the applicable law or accounting standards, for material
foreseeable losses, if any. There are no long term contracts.
III. There are no funds required to be transferred to the Investor
Education and Protection Fund, Hence the question of delay does not
arise.
ANNEXTURE TO INDEPENDENT AUDITORS' REPORT
Referred to In paragraph 9 of the Independent Auditors' Report of even
date to the members of AXTEL INDUSTRIES LIMITED on the standalone
financial statement as of and for the year ended 31 st March, 2015.
1. (a) The company, is maintaining proper records showing full
particulars Including quantitative details and situation of its
fixed assets.
(b) The Fixed assets are physically verified by the management
according in phased manner every year at reasonable intervals; no
material discrepancies were noticed on such verification.
2. (a) The inventory has been physically verified by the Management
during the year: In our opinion, the frequency of the verification is
reasonable.
(b) In our opinion, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the company is generally maintaining proper record of
inventory. The discrepancies noticed on physical verification of
inventory as compared to book records were not material.
3. The company has not granted any loans secured or unsecured toany
companies firms or other parties covered in the register maintained
under Section 189 of the Act consequently there is no question of
repayment of principle and interest or any overdues.
4. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the company, and according to the information and explanation
given to us, we have neither come across, nor have been informed of, any
continuing failure to correct major weaknesses in the aforesaid internal
control system.
5. The Company has not accepted any deposits from the public within the
meaning of Section 73 and 74 of the Act and the rules framed there under
to the extent notified.
6. As per information & explanation given by the management,
maintenance of cost records has been prescribed by the Central
Government under- sub-section (1) of Section 148 of the Act, and we are
of the opinion that prima facie the prescribed accounts and records
have been made and maintained. We have, however, not made a detailed
examination of the cost records.
7. (a) According to the information and explanations given to us and the
records of the company examined by us, in our opinion, the Company is
regular in depositing the undisputed statutory dues, including provident
fund, employees' state insurance, income tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax and other
material statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of Fringe
benefit tax as at 31st March 2015 which have not been deposited on
account of a dispute, is as follows:
Name of Statue Name of Dues Amount (Rs.)
Income Tax Act,1961 Fringe Benefit Tax 1,93,150/-
Name of Statue Period to Forum where
which amount dispute is pending
relates
Income Tax Act,1961 P.Y. 05-06 Income Tax Appellate
A-y- 06-07 Tribunal, Ahmedabad
AccordAccording to information and explanations given to us and the
records of the Company examined by us, there are no dues of Sales Tax ,
Value Added Tax, Customs or Excise, Income-tax, wealth-tax and service
tax which have been deposited on account of any dispute.
(c) There are no amounts required to be transferred to investor
Education and Protection Fund in accordance with the provision of the
Companies Act, 1956 and rules made thereunder.
8. The Company has no accumulated losses as at the end of financial
year March, 2015.However,it has incurred a CASH LOSS Rs. 3,6.5,33,537/-
in the financial year ended on that date but has no cash loss in
the-immediately preceding financial year.
9. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank as at the
balance sheet date.
10. In our opinion, and according to the According to the information
and explanations given to us, the Company has not given any guarantees
for loan taken by others from a bank or financial institution.
11. In our opinion, and according to the information and explanation
given to us, there are no new term loans obtained by the Company. The
existing term loan has been applied, on an overall basis, for the
purposes for which it was obtained.
12. During the course of our examination of the books and records of the
Company, carried out in accordance with the generally y/vyaccepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For V. K. SHASTRI & CO.,
Chartered Accountants
FRN: 113325W
CA. V. K. SHASTRI
Place: Vadodara . (Sole- Proprietor)
Date: 29/05/2015 Membership No. : 042774
Mar 31, 2014
We have audited the accompanying financial statements of AXTEL
INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31,
2014, and 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.
Management Is responsible for the preparation of 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 Standards referred lo in sub-section (3C) of section 211
of the Companies Act, 1956 ["the Acf) read with Ihe General Circular
15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act 2013 and in accordance
with the accounting principles generally accepted in India, This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit lo obtain
reasonable assurance about whelher the financial statements are free
from material misstatement,
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in Ihe financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of Ihe financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant lo the
Company's preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company's Interna! control. An audit also Includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
We believe that the audil evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our Information and according to the
explanations given lo us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity wilh the accounting principles generally accepted in
India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
c) In the case of Ihe Cash Flow Statement, of the cash flows for the
year ended on that date.
1. As required by the Companies (Auditor's Report) Order, 2003
("theOrder") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act. we give In Ihe Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order
2. As required by section 227(3) of the Act, we report that:
a) we have 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, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with tha books
ofaccount.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards notified under
the Act read with the General Circular 15/2013 dated 13t5h
September,2013 of the ministry of Corporate Affairs In respect of
Section 133 of the Companies Act ,2013;
e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2014, from being
appointed as a director In terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A ofthe
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing tha manner In which such cess is to be paid, no cess is due
and payable by the Company.
The Annexure referred to In paragraph 1 of the Our Report of even date
to the members of AXTEL INDUSTRIES LIMITED, on the accounts of the
company for the year ended 31" March, 2014.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars Including quantitative details and situation of its fixed
assets.
(b) As explained to us, freed assets have been physically verified by
the management at reasonable Intervals; no material discrepancies were
noticed on such verification,
(c) In our opinion and according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption.
2 (a) As explained to us, inventories have been physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and Ihe nature of its business.
(c) In our opinion and on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification of stocks
by the management as compared to book records.
3. (a) According to the information and explanations given to us and
on Ihe basis of our examination of the books of account.
the Company has not granted any loans, secured or unsecured, to
companies, firms or other parties listed in the regisier maintained
under Section 301 of the Companies Act. 1956- Consequenty the
provisions of clauses Hi (b), iil(c) and iii
(d) of the order are not applicable to the Company.
(b) According to the information and explanations given to us and on the
basis of our examination of the books of account, the Company has not
taken unsecured loans from companies, firms or other parties listed in
the register maintained under Section 301 of the Companies Act.
1956,Thus sub clauses (f) & (g) are not applicable to the company
4. In our opinion and according to the information and explanations
given to us, there Is generally an adequate Internal control procedure
commensurate with the size of the company and the nature of its
business, for Ihe purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5, (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the particulars
of contracts or arrangements referred to in section 301 of Ihe Act have
been entered in the register required to be maintained under that
section.
(b) As per information & explanations given to us and in our opinion,
in respect of the transaction entered into by the company with parties
covered iVs 301 of the Act which exceed five lacs rupees in a financial
year in respect of each party, have been made at prices which appear
reasonable as per information available with the company,
6. The Company has not accepted any deposits from the public covered
under section 58A and 58AA of the Companies Act, 1956.
7, As per information & explanations given by the management, the
internal audit of Ihe Company has been conducted by independent firm of
Chartered Accountants, In our opinion, the Internal audit system is
commensurate with its size of the company and the nature of its
business,
8, As per information & explanation given by the management,
maintenance of cost records has been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Act and we are of the opinion thatprima facie the prescribed accounts
and records have been made and maintained. We have, however, not made a
detailed examination of the cost records.
9. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorities. According to the information and explanations
given to us there were no outstanding statutory dues as on 31st of
March, 2014 for a period of more than six months from the date they
became payable.
(b) According to the Information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax. customs duty and excise duty which have not been deposited
on account of any disputes except the following:
Name of Statue Name of Dues Amount (Rs.) Period to which
amount relates
Income Tax FBT 1,93,150/- P.Y. 05-06
Act,1961 A,Y. 06-07
Name of Statue Forum where dispute Is
amount relates pending
Income Tax Income Tax Appeallate
Act,1961 Tribunal, Ahmedabad
10. The Company does not have any accumulated loss and has not
incurred cash loss during the financial year covered by our audit and
in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The nature of company's activities during the year is such that,
clause (xiii) and (xiv) of paragraph 4 of the companies (Auditor
Report) order 2003 are not applicable to the company for the year.
14. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
15. Based on our audit procedures and on the information and
explanations given by the management, we report that the term loans
availed by the company were prime facie applied by tiie company for the
purpose lor which the loans were obtained.
16. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31"
March, 2014, we report that no funds raised on short-term basis have
been used for long-term Investment by the Company.
17. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any allotment of shares during the previous year on
preferential basis.
18. The Company has no outstanding debentures during the period under
audit.
19. The Company has not raised any money by public issue during the
year.
20. Based on Ihe audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For V. K. SHASTRI & CO.,
Chartered Accountants
FRN: 113325W
CA. V. K. SHASTRI
Place: Vadodara (Sole- Proprietor)
Date: 30/05/2014 Membership No. : 042774
Mar 31, 2013
We have audited the accompanying financial statements of AXTEL
INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31,
2013, and 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.
Management is responsible for the preparation of 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, imple- mentation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 state- ments. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks ofmaterial misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriate- ness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion and to the best of our information and according to the
explanations given to us, the 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 accounting principles generally accepted in
India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
1. As required by the Companies (Auditor''s Report) Order, 2003
("theOrder") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were neces- sary 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, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books
ofaccount.
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;
e) on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of AXTEL INDUSTRIES LIMITED, on the accounts of the
company for the year ended 31st March, 2013.
On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:
1. (a) The company has maintained proper records showing full
particulars Including quantitative details and situation of its fixed
assets.
(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption.
2 (a) As explained to us, inventories have been physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
givert to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(c) In our opinion and on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification of stocks
by the management as compared to book records.
3. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, the Company
has not granted any loans, secured or unsecured, to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956. Consequently, the provisions of clauses iii
(b), iii(c) and iii (d) of the order are not applicable to the Company.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken unsecured loans from companies, firms or other parties listed
in the register maintained under Section 301 of the Companies Act,
1956.Thus sub clauses (f) & (g) are not applicable to the company
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment
for expenses & for sale of goods. During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.
(b) As per information & explanations given to us and in our opinion,
in respect of the transaction entered into by the company with parties
covered u/s 301 of the Act which exceed five lacs rupees in a financial
year in respect of each party, have been made at prices which appear
reasonable as per information available with the company.
6. The Company has not accepted any deposits from the public covered
under section 58A and 58AA of the Companies Act, 1956.
7. As per information & explanations given by the management, the
internal audit of the Company has been conducted by company''s own
staff. In our opinion, the internal audit system is commensurate with
its size of the company and the nature of its business. However, the
reporting of internal audit department needs to be stringent
8. As per information & explanation given by the management,
maintenance of cost records has been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Act and we are of the opinion that prima facie the prescribed accounts
and records have been made and maintained. We have, however, not made a
detailed examination of the cost records.
9. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess to the extent applicable and any
other statutory dues have generally been regularly deposited with the
appropriate authorities. According to the information and explanations
given to us there were no outstanding statutory dues as on 31st of
March, 2013 for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes except the following
Name of the Name of Amount (Rs.) Period to
which Forum where
dispute
Statue Dues amount
relates is pending
Income Tax
Act,1961 FBT 1,93,150/- PY. 05-06 Commissioner of
A.Y 06-07 Income Tax
(Appeals) -IV
Income Tax
Act, 1961 Income Tax 39,06,540/- P.Y. 09-10 Commissioner of
A.Y 10-11 Income Tax
(Appeals)-VI
10. The Company does not have any accumulated loss and has not
incurred cash loss during the financial year covered by our audit and
in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The nature of company''s activities during the year is such that,
clause (xiii) and (xiv) of paragraph 4 of the companies (Auditor
Report) order 2003 are not applicable to the company for the year.
14. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
15. Based on our audit procedures and on the information and
explanations given by the management, we report that the term loans
availed by the company were prime facie applied by the company for the
purpose for which the loans were obtained.
16. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2013, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.
17. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has allotted 61,55,000 share warrants in the current year on
preferential basis at par in accordance with SEBI (ICDR)
Regulations,2009.
18. The Company has no outstanding debentures during the period under
audit.
19. The Company has not raised any money by public issue during the
year.
20. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For V. K. SHASTRI & CO.,
Chartered Accountants
FRN: 113325W
CA. V. K. SHASTRI
Place: Vadodara (Sole-Proprietor)
Date: 23.05.2013 Membership No. : 042774
Mar 31, 2012
We have audited the attached Balance Sheet of AXTEL INDUSTRIES LIMITED
for the year ended on 31st March, 2012 and the Profit and Loss Account
of the Company for the year ended on that date, annexed thereto. These
financial statements are the responsibility of the Company's
Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reason- able basis
for our opinion and we report that:
I. a. We have 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 accounts as required by law have
been kept by the Company, so far as it appears from our examination of
the books.
c. The Balance Sheet and Profit and Loss Account and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
d. In our opinion and subject to the accounting treatment in respect
of transactions discussed in Significant Ac- counting Policies, Notes
on Accounts, the Balance Sheet, Profit and Loss Account and Cash Flow
Statement dealt with by this Report, comply with the accounting
standards referred to in Section 211 (3C) of the Companies Act, 1956.
e. On the basis of written representation received from the directors,
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2012 from being appointed as a director in terms of clause (g) of
sub-section (1)of section 274 of the Companies Act. 1956.
f. In our opinion and to the best of our information and according to
the explanations to us the said accounts, read together with the
significant accounting policies and notes thereon, give the information
as required by the Companies Act, 1956, in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India :-
(1) In the case of Balance Sheet, of the state of affairs of the
Company, for the year ended on 31st March, 2012.
(2) In the case of Profit and Loss Account, of the "PROFIT" of the
Company for the year ended on that date. And
(3) In the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
II. As required by the Companies (Audit Report) Order, 2003 issued by
Central Government of India in terms Section 227(4A) of the Companies
Act, 1956 and on the basis of such checks of the books and records of
the company as were considered appropriate, and as per the information
and explanation given to us during the course of our Audit, we further
report on the matters specified in para 4 & 5 of the said order to the
extent applicable to the company, as under:
1. (i) The Company has maintained proper records to show full
particulars including quantitative details and situation of fixed
assets.
(ii) The Fixed Assets have been physically verified by the Management
at the year end. In our opinion the frequency of verification is
reasonable. No material discrepancies have been noticed on such
verification.
(iii) In our opinion and according to the information and explanations
given to us, the company has not disposed off substantial part of fixed
assets during the year and the going concern status of the company is
not affected.
2. (i) As informed to us, the inventories have been physically
verified by the management at the year end. In our opinion, the
frequency of verification is reasonable.
(ii) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
(iii) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification of inventories as com- pared to the book records.
3. The company has not granted nor taken any loans, secured or
unsecured to/from companies, firm or other parties covered in the
register maintained under section 301 of the companies act, 1956. Under
the above circumstances the requirements of clause (iii) (c) and (iii)
(d) of paragraph 4 of the order are not applicable to the company.
4. In our opinion, and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of inventory and fixed assets and for
sale of goods. During the course of audit, we have not observed any
continuing failure to correct major weaknesses in internal control.
5. According to the information and explanations given to us, there
were transactions that have been done during the year that needed to be
entered into the register maintained under section 301 of the Companies
Act, 1956 and for which required approval has been obtained for
relevant authorities. These transactions have been entered at prices
which are reasonable having regard to the prevailing market prices at
relevant time.
6. During the year, the company has not accepted any deposits from the
public within the meaning of sections 58A and 58AAof the Act and the
rules framed there under.
7. The internal audit of the Company has been conducted by company's
own staff. In our opinion, the internal audit system is commensurate
with the size and nature of its business. However, the consistency of
staff and it's reporting needs to be strengthened.
8. The Central Government has not prescribed maintenance of cost
records under section 209(1 )(d) of the Companies Act, 1956 in respect
of the industry to which company belong. Hence, the Company has not
maintained such records.
9. (i) The Company is regular in depositing undisputed statutory dues,
including provident fund, Employees State Insurance Fund, investor
education protection fund, income tax sales tax, wealth tax, custom
duty, excise duty, cess and other material statutory dues, with
appropriate authorities, as applicable to it.
(ii) According to information and explanations given to us, no
undisputed amounts Payable in respect of income tax, wealth tax, sales
tax, excise, and cess which were in arrears as at 31st March, 2012 for
a period of more than six month from the date they became payable.
(iii) According to information and explanations given to us, there are
no disputed amounts payable in respect of income tax, wealth tax, sales
tax, excise, and cess as on 31st March, 2012, since there are no
disputes on which any tax/ cess is due.
(iv) The Disputed statutory dues aggregating Rs.1,93,150that have not
been deposited on account of disputed matters pending before
appropriate authority is as under:
Name of the Name of Amount Period to which Forum where dispute
Statute Dues (Rs.) amount relates is pending
Income Tax FBT 1,93,150 P.Y. 05-06 Commissioner of
Act, 1961 A.Y. 06-07 Income Tax
(Appeals)-IV
10. The company does not have any accumulated losses at the end of the
financial year, nor has the company incurred any cash losses in the
current year and immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us the company has not defaulted in repayment of dues to a
bank or financial institutions. The company has not issued any
debentures.
12. In our opinion and according to the information given to us the
company has not granted loans or advances on the
basis of security byway of pledge of shares, debenture and other
securities.
13. The nature of the company activities during the year is such that,
clauses (xiii) and (xiv) of paragraph 4 of the companies (Auditor
Report) order2003 are not applicable to the company for the year.
14. According to the information and explanation given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
15. To the best of our knowledge and belief and according to
explanation given to us, term loans availed by the company were, prima
facie applied by the company during the year for the purpose for which
loans were obtained
16. According to the information and explanations given to us and on
an overall examination of balance sheet of the company we report that
no funds raised on short - term basis have been used for long-term
investment.
17. During the year, the company has not issued any debentures and
hence the question of creating securities in respect thereof does not
arise.
18. During the year, the company has not raised money by way of public
issue.
19. In our opinion and according to the information and explanations
given to us no fraud on or by the company has been noticed or reported
during the year that causes the financial statements to be materially
misstated.
PLACE : BARODA For V. K. SHASTRI & CO.
DATE:25/05/2012 CHARTERED ACCOUNTANTS
(V. K. SHASTRI)
Sole Proprietor
Mar 31, 2010
We have audited the attached Balance Sheet of AXTEL INDUSTRIES LIMITED
tor the year ended on 31st March, 2010 and the Profit and Loss Account
of the Company for the year ended on that date, annexed thereto. These
financial statements are the responsibility of the Companys
Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion and we report that:
I. a. We have 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 accounts as required by law have been kept by the Company, so far as
it appears Irom our examination of the books. c The Balance Sheet and
Profit and Loss Account dealt with by this Report are in agreement with
the books of account. d in our opinion and subject to the accounting
treatment in respect of transactions discussed in Note No. 1 & 2 of
Schedule - P (Notes on Accounts) the Balance Sheet and Profit and Loss
Account dealt with by Report, comply with the accounting standards
referred to in Section 211 (1C) of the Companies Act, 1956 e On the
basis of written representation received from the directors, as on 31
st March, 2010 and taken on record by the Board of Directors, we report
that none of the directors is disqualified as on 31 st March. 2010 from
being appointed as a director in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act.1956. f In our opinion and to the
best of our information and according to the explanations to us the
said accounts, read together notes thereon, give the information as
required by the Companies Act, 1956, in the manner so required and give
a true and fair view ;-
(1) In the case of Balance Sheet, of the state of affairs of the
Company, for the year ended on 31 st March. 2010.
(2) In the case of Profit and Loss Account, of the "PROFIT* of the
Company for the year ended on that date. And (3} In the case of the
Cash Row Statement, of the cash flows of the Company for the year ended
on that date.
II. As required by the Companies (Audit Report) Order, 1988 issued by
Central Government of India in terms of Section 227(4A) of the
Companies Act. 1956 and on the basis of such checks of the books and
records of the company as were considered appropriate, and as per the
information and explanation given to us during the course of our Audit,
we further report on the matters specified in para 4 & 5 of the said
order to the extent applicable to the company, as under:
1. (i) The Company has maintained proper records to show full
particulars including quantitative details and situation of fixed
assets. (ii) The Fixed Assets have been physically verified by the
Management at the year end. In our opinion the frequency of
verification is reasonable. No material discrepancies have been noticed
on such verification. (iii) In our opinion and according to the
information and explanations given to us, the company has not disposed
off substantial part of fixed assets during the year and the going
concern status of the company is not affected.
2. (i) As informed to us, the inventories have been physically
verified by the management at the year end, In our opinion, the
frequency of verification is reasonable, (ii) In our opinion and
according to the information and explanations given to us, the
procedures of physical verification of inventories followed by the
management are reasonable and adequate in relation to the size of the
Company and nature of its business. (iii) In our opinion and according
to the information and explanations given to us. the Company has
maintained proper records of its inventories and no material
discrepancies were noticed on physical verification of inventories as
compared to the book records.
3 The company has not granted nor taken any loans, secured or unsecured
to/from companies, firm or other parties covered in the register
maintained under section 301 of the companies act, 1956. Under the
above circumstances the requirements of clause (iii) (c) and {iii) (d)
of paragraph 4 of the order are not applicable to the company.
4. In our opinion, and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of inventory and fixed assets and for
sale of goods. During the course of audit, we have not observed any
continuing failure to correct major weaknesses in internal control.
5. According to the information and explanations given to us, there
were transactions that have been done during the year that needed to be
entered into the register maintained under section 301 of the Companies
Act, 1956 and for which required approval has been obtained from
relevant authorities. This transactions have been entered at prices
which are reasonable having regard to the prevailing market prices at
relevant time.
6. During the year, the company has not accepted any deposits from the
public within the meaning of sections 58A and 58AA of the Act and the
rules framed there under.
7. The internal audit ot (he Company has been conducted by companys
own staff. In our opinion, the internal audit system is commensurate
with the size and nature of its business. However, the consistency of
staff and its reporting needs to be strengthened.
8. The Central Government has not prescribed maintenance ol cost
records under section 209(1 )(d) of the Companies Act.1956 in respect
of the industry to which company belong. Hence, the Company has not
maintained such records.
9. (i) The Company is regular in depositing undisputed statutory dues,
including provident fund, Employees State Insurance Fund, investor
education protection fund, income tax sales tax. wealth tax, custom
duty, excise duty, cess and other material statutory dues, with
appropriate authorities, as applicable to it. (ii) According to
information and explanations given to us, no undisputed amounts payable
in respect of income tax, wealth tax, sales tax, excise, and cess which
were in arrears as at 31st March, 2010 for a period of more than six
month from the date they became payable.
(iii) According to information and explanations given to us, there are
no disputed amounts payable in respect of income lax, wealth tax, sales
tax, excise, and cess as on 31 st March, 2010, since there are no
disputes on which any tax/cess is due.
10. The company does not have any accumulated losses at the end of the
financial year, nor has the company incurred any cash losses in the
current year and immediately preceding financial year.
11. In our opinion and according to the information and explanations
given to us the company has not defaulted in repayment of dues to a
bank or financial institutions. The company has not issued any
debentures.
12. In our opinion and according to the information given to us the
company has not granted loans or advances on the basis of security by
way of pledge of shares, debenture and other securities,
13. The nature of the company activities during the year is such that,
clauses (xiii) and (xiv) of paragraph 4 of the companies (Auditor
Report) order 2003 are not applicable to the company for the year.
14. According to the information and explanation given to us. the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
15. To the best of our knowledge and belief and according to
explanation given to us, term loan availed by the company were, prima
falie applied by the company during the year for the purpose for which
loans were obtained.
16. According to the information and explanations given to us and on
an overall examination of bafance sheet of the company we report that
no funds raised on short - term basis have been used for long-term
investment.
17. During the year, the company has not issued any debentures and
hence the question of creating securities in respect thereof does not
arise.
18. During the year, the company has not raised money by way of public
issue.
19. In our opinion and according to the information and explanations
given to us no fraud on or by the company has been noticed or reported
during the year that causes the financial statements to be materially
misstated.
PLACE : Vadodara For V. K. SHASTRf & CO.
DATE : 29/0572010 CHARTERED ACCOUNTANTS
{V. K. SHASTRI)
Sole Proprietor