Mar 31, 2015
We have audited the accompanying standalone financial statements of
HATHWAY BHAWANI CABLETEL AND DATACOM LIMITED ("the Company"), which
comprise the Balance Sheet as at March 31, 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
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 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.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
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 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.
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
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, and its loss and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order"), issued by the Central Government of India in terms of section
143(11) of the Act, we give in the Annexure a statement on the matters
specified in paragraph 3 and 4 of the said Order, to the extent
applicable.
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
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 and 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; and
(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 litigation on its
financial position in its financial statements Refer Note no. 4.04 to
the Financial Statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses; and
iii. There were no amounts, which were required to be transferred to
the Investor Education and Protection Fund by the Company.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in Paragraph 1 under "Other Legal and Regulatory
Requirements" of our report of even date)
i. (a) The Company has maintained records of fixed assets, other than
distribution equipments, showing particulars of assets including
quantitative details and location except the following:
- Location-wise particulars of some of the Distribution Equipments like
cabling and other line equipments. As explained to us, nature of such
assets is such that maintaining location-wise particulars is
impractical; and
- Location-wise particulars of Access Devices with the subscribers;
(b) According to the information and explanations given to us, fixed
assets, other than distribution equipments including Cable TV /
Internet Access Devices with the subscribers, were physically verified
during the year as per the programme of verification which, in our
opinion, is reasonable. Material discrepancies arising on such physical
verification have been properly dealt within the books of accounts.
However, in absence of physical verification for distribution
equipments and access devices, discrepancies have not been ascertained
and not dealt within the books of accounts;
ii. (a) The inventories have been physically verified by the
management during the year;
(b) In our opinion and according to the information and explanation
given to us, the frequency of verification and procedures of physical
verification 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 according to the information and explanation
given to us, the Company is maintaining proper records of such
inventory. We have been informed that discrepancies observed on
physical verification between the stocks and the book records were not
material;
iii. The Company has not granted any interest free unsecured loan to a
company covered in the register maintained under section 189 of the
Act. Accordingly, the sub-clauses (a) to (b) of the clause 3 (iii) of
the Order are not applicable ;
iv. In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system with
regards to purchases of the inventory and fixed assets and sale of
goods and services. The management is in process of further
strengthening the internal controls over documentation in certain areas
so as to make it commensurate with the size of the Company and the
nature of its business. During the course of our audit, we have not
observed any other area of continuing failure to correct major weakness
in internal controls;
v. In our opinion and according to the information and explanation
given to us, the Company has not accepted deposits from the public and
therefore, the provisions contained in sections 73 to 76 or any other
relevant provisions of the Act and Rules framed there under are not
applicable to the Company. We have been informed that no order has been
passed by Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal;
vi. The Central Government has prescribed maintenance of cost records
under section 148(1) of the Act in respect of certain service
activities of the Company. We have broadly reviewed the accounts and
records of the Company in this connection and are of the opinion, that
prima facie, the prescribed accounts and records have been made and
maintained. We have not, however, made a detailed examination of the
same;
vii. (a) Based on the records produced before us, the Company has been
generally regular in depositing with appropriate authorities undisputed
statutory dues such as provident fund, employees state insurance,
income-tax, sales-tax, wealth tax, service tax, value added tax, cess
and other statutory dues applicable to it. According to the information
and explanations given to us, no undisputed amount payable in respect
of outstanding statutory dues were in arrears as at March 31, 2015 for
a period of more than six months from the date they became payable;
(b) According to the information and explanation given to us, there are
no outstanding disputed dues payable by the Company in case of income
tax, wealth tax, sales tax, duty of customs, service tax, duty of
excise, value added tax and cess as on March 31, 2015;
(c) According to the information and explanation given to us, no
amounts were required to be transferred to investor education and
protection fund in accordance with the relevant provisions of the
Companies Act, 1956 and rules made there under. Therefore, the
provisions of sub-clause (c) of the clause 3(vii) of the Order relating
to transfer of amount to investor education and protection fund are not
applicable;
viii. The Company's accumulated losses as at the end of financial year
are more than fifty percent of its net worth and it has not incurred
cash losses in the financial year ended on March 31, 2015 and in the
immediately preceding financial year;
ix. Based on our audit procedure and according to the information and
explanation given to us, we are of the opinion that the Company has not
defaulted in repayment of dues to the financial institutions and banks;
x. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions;
xi. Based on information and explanation given to us and based on
overall review of the funds utilization, we are of the view that the
Company has generally utilized funds for which they were obtained; and
xii. Based upon the audit procedures performed and the information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our
audit.
FOR G. M. KAPADIA & CO.
Chartered Accountants
Firm Registration No. 104767W
ATUL SHAH
Partner
Membership No. 39569
Mumbai
Dated: May 25, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Hathway
Bhawani Cabletel and Datacom Limited ("the Company"), 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''s Responsibility for the Financial Statements
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") read with the General Circular
15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013. 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.
Auditor''s Responsibility
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 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 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, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal 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 audit
evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
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, 2014;
b) In the case of the Statement of Profit and Loss, of the Loss 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. Emphasis of Matter
We draw attention to:
Note no. 4.10 to the accounts relating to basis of recognition of
income. In view of the prevailing circumstances, as explained in the
said note, the Company has estimated its income from its networks
located in these cities.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") 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
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 the books of
account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in subsection (3C) of section 211 of
the Companies Act, 1956 read with the General Circular 15/2013 dated
September 13, 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.
ANNEXURE TO THE AUDITOR''S REPORT
(Referred to in Paragraph 1 under "other legal and regulatory
requirements" of our report of even date)
(i) (a) The Company has maintained records of fixed assets, other than
distribution equipments, showing particulars of assets, including
quantitative details and location, except the following:-
location-wise particulars of some of the Distribution Equipments like
cabling and other line equipments. As explained to us, nature of such
assets is such that maintaining location-wise particulars is
impractical; and location-wise particulars of Access Devices with the
subscribers.
(b) According to the information and explanations given to us, fixed
assets, other than distribution equipments including Cable TV/ Internet
Access Devices with the subscribers, were physically verified during
the year as per the programme of verification which, in our opinion, is
reasonable. Material discrepancies arising on such physical
verification have been properly dealt within the books of
accounts.However; in absence of physical verification for distribution
equipments and access devices, discrepancies have not been ascertained
and not dealt within the books of accounts.
(c) During the year, Company has not disposed off any substantial/major
part of fixed assets.
(ii) (a) As explained to us, inventories have been physically verified
during the year by the management.
(b) The procedures of physical verification, in our opinion, are
reasonable and adequate in relation to the size of the Company and
nature of its business.
(c) The Company is maintaining proper records of inventory. No
discrepancies were noticed on verification between the physical stocks
and the book records.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured to and from companies, firms or other parties covered in the
register maintained under Section 301 of the Act. Accordingly, the
sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not
applicable
(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control systemwith regards to
purchase of inventory and fixed assets and for the sale of goods and
services.The management is in process of further strengthening the
internal controls over documentation in certain areas so as to make it
commensurate with the size of the Company and the nature of its
business. During the course of our audit, we have not observed any
other area of continuing failure to correct major weakness in internal
controls except internal controls relating to revenue recognition to
the extent it relates to identification/ registration of ultimate
subscribers.
(v) (a) On perusal of the information available with the Company and
based on explanations given to us, there have been no contracts or
arrangements referred to in section 301 of the Act for the year that
needs to be entered into the register maintained under that section.
(b) In our opinion and according to the information and explanation
given to us, during the year there have been no transactions made in
pursuance of contracts or arrangements entered in the register
maintained under section 301 of the Act and exceeding Rs. Five lakhs.
Hence the question of whether such transactions have been made at
prices which are reasonable having regard to prevailing market prices
at the relevant time does not arise.
(vi) In our opinion and according to the information and explanation
given to us, the Company has not accepted deposits from the public and
therefore, the provisions contained in sections 58A, 58AA or any other
relevant provisions of the Act and Rules framed there under are not
applicable to the Company. As informed to us, no order has been passed
by the Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal.
(vii) The Company has an internal audit system. However there is scope
for increasing the coverage so as to commensurate with the size and
nature of its business.
(viii) The Central Government has prescribed maintenance of cost
records under section 209(1 )(d) of the Act in respect of certain
service activities of the Company. We have broadly reviewed the
accounts and records of the Company in this connection and are of the
opinion, that prima facie, the prescribed accounts and records have
been made and maintained subject to our comments as stated above. We
have not, however, made a detailed examination of the same.
(ix) (a) Based on the records produced before us, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues such as Provident Fund, investor education and
protection fund, employees state insurance, income Tax, sales-tax,
wealth tax, service tax, custom duty, excise duty, cess and other
material statutory dues wherever applicable. According to the
information and explanations given to us, there are no arrears of
undisputed statutory dues outstanding for a period of more than six
months from the date on which they become payable.
(b) According to the information and explanation given to us, there are
no dues payable by the Company on account of any dispute in case of
income tax, wealth tax, sales tax, custom duty, service tax, excise
duty and cess as on 31st March 2014. Hence the question of depositing
such dues on account of any dispute does not arise.
(x) The accumulated losses at the end of the financial year are not in
excess of fifty percent of Net Worth of the Company. The Company has
neither incurred cash losses during the financial year covered by our
audit nor in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanation
given to us, the Company has not defaulted in the payment of dues to
financial institution or bank or debenture holders.
(xii) In our opinion and according to the information and explanation
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund /
society. Therefore, the provisions of clause 4(xiii) of the Order are
not applicable to the Company.
(xiv) According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. All shares, debentures and other investments have
been held by the Company in its own name except certain government
securities which are held in the name of the officials of the Company.
(xv) According to the information and explanations given to us, the
Company has not given guarantee for loans taken by others from a banks
or financial institutions.
(xvi) In our opinion, term loans taken during the year were applied for
the purposes for which they were raised.
(xvii) According to the information and explanations given to us and on
overall examination of the Cash Flow Statement and Balance Sheet of the
Company, we report that no funds raised on short term basis have been
used for long term investment.
(xviii)The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year, hence the question of whether the price
at which shares have been issued is prejudicial to the interest of the
Company does not arise.
(xix) The Company has not issued any secured debentures hence the
question of whether securities or charge have been created does not
arise.
(xx) The Company has not raised any money by public issues during the
year covered by our report.
(xxi) Based upon the audit procedures performed and the information and
explanation given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year.
For G M. Kapadia & Co.
Chartered Accountants
Firm Registration No. 104767W
(Viren Thakkar)
Place: Mumbai Partner
Dated: May 26 , 2014 Membership No. 49417
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of HATHWAY
BHAWANI CABLETEL & DATACOM LIMITED ("the Company"), 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''s Responsibility for the Financial Statements
Management is responsible for the preparation of tense 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, 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.
Auditor''s Responsibility
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 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 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 equating 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 audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
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 Statement of Profit and Loss, of the Loss 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.
Emphasis of Matter
We draw attention to:
Note no. 4.12 to the accounts relating to basis of recognition of
income in view of introduction of Digital Addressable System (DAS) by
the Central Government in the metropolitan cities. In view of the
prevailing circumstances, as explained in the said note, the Company
has estimated its income from its networks located in these cities.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") 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 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 the books of
account;
(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; and
(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.
On the basis of the information and explanations furnished to us and
the books and records examined by us in the normal course of audit and
to the best of our knowledge and belief in our opinion, we further
report that
(i) (a) The Company has maintained records of fixed assets, other than
distribution equipments, showing particulars of assets, including
quantitative details and location, except the following:-
location-wise particulars of some of the Distribution Equipments like
cabling and other line equipments. As explained to us, nature of such
assets is such that maintaining location-wise particulars is
impractical; and- location-wise particulars of Access Devices with the
subscribers.
(b) According to the information and explanations given to us, fixed
assets, other than distribution equipments including Cable TV/ Internet
Access Devices with the subscribers, were physically verified during
the year as per the programme of verification which, in our opinion, is
reasonable. Material discrepancies arising on such physical
verification have been property dealt within the books of accounts.
However, in absence of physical verification for distribution
equipments and access devices, discrepancies have not been ascertained
and not dealt within the books of accounts.
(c) During the year, Company has not disposed off any substantial/major
part of fixed assets.
(ii) (a) As explained to us, inventories have been physically verified
during the year by the management.
(b) The procedures of physical verification, in our opinion ion, are
reasonable and adequate in relation to the size of the Company and
nature of its business.
(c) The Company is maintaining proper records of inventory. No
discrepancies were noticed on verification between the physical stocks
and the book records.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured to and from companies, firms or other parties covered in the
register maintained under Section 301 of the Act. Accordingly, the
sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system with regards to
purchase of inventory and fixed assets and for the sale of goods and
services. The management is in process of further strengthening the
internal controls over documentation in certain areas so as to make it
commensurate with the size of the Company and the nature of its
business. During the course of our audit, we have not observed any
other ;
area of continuing failure to correct major weakness in internal
controls except internal controls relating to revenue recognition to
the extent it relates to identification/ registration of ultimate
subscribers.
(v) (a) According to the information and explanations given to us, we
are of the opinion the transactions for the year that need to be
entered into the register maintained under section 301 of the Act have
been so entered.
(b) In our opinion and according to the information and explanation
given to us, the particulars of contracts or arrangements referred to
in section 301 of the Act have been entered in the register maintained
under section 301 and exceeding the value of five lakh rupees in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time to the extent the same are available with the Company and / or in
accordance with the approvals obtained from the Central Government,
wherever applicable.
(vi) In our opinion and according to the information and explanation
given to us, the Company has not accepted deposits from the public and
therefore, the provisions of Section 58A, 58AA or any other relevant
provisions of the Act and Rules framed there under are not applicable
to the Company.
(vii) The Company has an internal audit system. However there is scope
for increasing the coverage so as to commensurate with the size and
nature of its business.
(viii) The Central Government has prescribed maintenance of cost
records under section 209(1 )(d) of the Act in respect of certain
service activities of the Company. We have broadly reviewed the
accounts and records of the Company in this connection and are of the
opinion, that prima facie, the prescribed accounts and records have
been made and maintained subject to our comments as stated above. We
have not, however, made a detailed examination of the same.
(ix) (a) Based on the records produced before us, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues such as Provident Fund, investor education and
protection fund, employees state insurance, income Tax, sales-tax,
wealth tax, service tax, custom duty, excise duty, cess and other
material statutory dues wherever applicable. According to the
information and explanations given to us, there are no arrears of
undisputed statutory dues outstanding for a period of more than six
months from the date on which they become payable.
(b) According to the information and explanation given to us, there are
no dues payable by the Company on account of any dispute in case of
income tax, wealth tax, sales tax, custom duty, service tax, excise
duty and cess as on 31st March 2013. Hence the question of depositing
such dues on account of any dispute does not arise.
(x) The accumulated losses at the end of the financial year are not in
excess of fifty percent of Net Worth of the Company. The Company has
neither incurred cash losses during the financial year covered by our
audit nor in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanation
given to us, the Company has not defaulted in the payment of dues to
financial institution or bank or debenture holders.
(xii) In our opinion and according to the information and explanation
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund /
society. Therefore, the provisions of clause 4(xiii) of the Order are
not applicable to the Company.
(xiv) According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. All shares, debentures and other investments have
been held by the Company in its own name except certain government
securities which are held in the name of the officials of the Company.
(xv) According to the information and explanations given to us, the
Company has not given guarantee for loans taken by others from a banks
or financial institutions.
(xvi) In our opinion, term loans taken during the year were applied for
the purposes for which they were raised.
(xvii) According to the information and explanations given to us and on
overall examination of the Cash Flow Statement and Balance Sheet of the
Company, we report that no funds raised on short term basis have been
used for long term investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Act during the year, hence the question of whether
the price at which shares have been issued is prejudicial to the
interest of the Company does not arise.
(xix) The Company has not issued any secured debentures hence the
question of whether securities or charge have been created does not
arise.
(xx) The Company has not raised any money by public issues during the
year covered by our report.
(xxi) Based upon the audit procedures performed and the information and
explanation given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year.
For GM.Kapadia & Co.
Chartered Accountants
Firm''s Registration Number: 104767W
K. Y. Warayana
Membership Number: 60639
Place of Signature : Mumbai
Date: May28, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of HATHWAY BHAWANI
CABLETEL & DATACOM LIMITED ("the Company") as at 31st March, 2012,
the Statement of Profit and Loss and also the Cash Flow Statement 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.
2. 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 of material misstatement. An audit
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 the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003
("the Order"), issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Companies Act, 1956 ("the
Act"), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. 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;
iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act;
v. On the basis of written representations 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 of the Company are
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 Act on
the said date;
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
notes thereon, give the information required by the Act in the manner
so required and also 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 31st March 2012, and
b. In the case of the Statement of Profit & Loss, of the profits of
the Company for the year ended on that date. '
c. In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT
(Referred to in paragraph 3 of our report of even date)
(i) (a) The Company has maintained records of fixed assets, other than
distribution equipments, showing particulars, including quantitative
details and location except the following:
- location-wise particulars of some of the Distribution Equipments like
cabling and other line equipments. As explained to us, nature of such
assets is such that maintaining location-wise particulars is
impractical; and
- location-wise particulars of Access Devices with the
subscribers/local cable operators.
As confirmed by the management, such records have not been updated in
certain cases to record movement of assets from one location to another
and additions and hence to that extent, location-wise particulars are
to be updated.
(b) According to the information and explanations given to us, fixed
assets, other than distribution equipments including Cable TV/ Internet
Access Devices with the subscribers, were physically verified during
the year as per the programme of verification which, in our opinion, is
reasonable. Material discrepancies arising on such physical
verification have been properly dealt within the books of accounts.
However, in absence of physical verification, discrepancies in
distribution equipments and access devices have not been ascertained
and not dealt within the books of accounts.
(c) During the year, Company has not disposed of any substantial /
major part of fixed assets.
(ii) (a) As explained to us, inventories have been physically verified
during the year by the management.
(b) The procedures of physical verification, in our opinion, are
reasonable and adequate in relation to the size of the Company and
nature of its business.
(c) The Company is maintaining proper records of inventory. No
discrepancies were noticed on verification between the physical stocks
and the book records.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured to and from companies, firms or other parties covered in the
register maintained under Section 301 of the Act. Accordingly, the
sub-clauses (a) to (g) of the clause 4 (iii) of the Order are not
applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventor/ and fixed assets and for the sale of goods and
services. In our opinion, the internal control system in respect of
certain areas of sale of services needs to be further strengthened. The
Company has initiated necessary steps to strengthen the procedures and
controls over documentation in certain areas so as to make it
commensurate with the size of the Company and the nature of its
business. During the course of our audit, we have not observed any
continuing failure to correct major weakness in internal controls.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions for the year that need to be
entered into the register maintained under section 301 of the Act have
been so entered.
(b) In our opinion and according to the information and explanation
given to us, the particulars of contracts or arrangements referred to
in section 301 of the Act have been entered in the register maintained
under section 301 and exceeding the value of five lakh rupees in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time to the extent the same are available with the Company and / or in
accordance with the approvals obtained from the Centra! Government,
wherever applicable.
(vi) In our opinion and according to the information and explanation
given to us, the Company has not accepted deposits from the public and
therefore, the provisions contained in sections 58A, 58AA or any other
relevant provisions of the Act and Rules framed there under are not
applicable to the Company.
(vii) The Company has an internal audit system. However there is scope
for increasing the coverage so as to commensurate with the size and
nature of its business.
(viii) The Central Government has prescribed maintenance of Cost
Records under Section 209(1 )(d) of the Act in respect of certain
service activities of the Company. We have broadly reviewed the
accounts and records of the Company in this connection and are of the
opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, made a detailed
examination of the same.
(ix) (a) Based on the records produced before us, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues such as provident fund, investor education and
protection fund, employees state insurance, income-tax, sales-tax,
wealth tax, service tax, custom duty, excise duty, cess and other
material statutory dues wherever applicable. According, to the
information and explanations given to us, there are no amounts in
arrears as at 31s1 March, 2012 for a period of more than six months
from the date they became payable.
(b) According to the information and explanation given to us, there are
no dues payable by the Company on account of any dispute in case of
income tax, wealth tax, sales tax, custom duty, service tax, excise
duty and cess as on 31s1 March 2012. Hence the question of depositing
such dues on account of any dispute does not arise.
(x) The accumulated losses at the end of the financial year are not in
excess of fifty percent of the net worth of the Company. The Company
has not incurred cash losses during the financial year covered by our
audit or in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanation
given to us, the Company has not defaulted in the payment of dues to
financial institution or bank or debenture holders.
(xii) In our opinion and according to the information and explanation
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion, the company is not a nidhi / mutual fund /
society. Therefore the provisions of clause 4(xiii) of the order are
not applicable to the Company.
(xiv) According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. All shares, debentures and other investments have
been held by the Company in its own name except certain government
securities which are held in the name of the officials of the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion, no term loans have been taken during the year and
the term loans taken in earlier years were applied for the purposes for
which they were raised.
(xvii) According to the information and explanations given to us and
overall examination of the Cash Flow Statement and Balance Sheet of the
Company, we report that the Company has not raised any funds on
short-term basis
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
Section 301 of the Act during the year hence the question of whether
the price at which shares have been issued is prejudicial to the
interest of the company does not arise.
(xix) The Company has not issued any debentures hence the question of
whether securities or charge have been created does not arise.
(xx) The Company has not raised any money by public issues during the
year covered by our report.
(xxi) Based upon the audit procedures performed and the information and
explanation given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year.
For G.M. KAPADIA & CO.
Chartered Accountants
Firm Registration No. 104767W
K. Y. Narayana
Mumbai Partner
Dated : 13th August, 2012 Membership No. 60639
Mar 31, 2010
1. We have audited the attached Balance Sheet of HATHWAY BHAWANI
CABLETEL & DATACOM LIMITED as at 31st March, 2010, the Profit and Loss
Account and also the Cash Flow Statement 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.
2. 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 of material misstatement. An audit
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 the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and
belief were necessary for the purposes of our audit; ii. 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; iii. The Balance
Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this
report are
in agreement with the books of account; iv. In our opinion, the
Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with
by
this report comply with the accounting standards referred to in
sub-section (3C) of Section 211
of the Companies Act, 1956; v. On the basis of written representations
received from the directors, as on 31st March, 2010 and
taken on record by the Board of Directors, we report that none of the
directors of the Company
are disqualified as on 31st 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 on the
said date; vi. In our opinion and to the best of our information and
according to the explanations given to us,
the said accounts read together with notes thereon, give the
information required by the
Companies Act, 1956 in the manner so required and also 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 31st March 2010, and
b. In the case of the Profit & Loss Account, of the profits of the
Company for the year ended on that date.
c. In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our
report of even date)
(i) (a) The Company has maintained records of fixed assets, other than
distribution equipments, showing particulars, including quantitative
details and location. As explained to us, nature of some of the
distribution equipments (like cabling and other line equipments) is
such that maintaining location-wise details is impractical. The
management had planned to maintan maps to identify, quantity and
location of such equipments. However, updation/ preparation of maps
relating to addition/ replacement is in process.
(b) According to the information and explanations given to us, fixed
assets, other than distribution equipments including Cable TV/ Internet
Access Devices with the subscribers, were physically verified during
the year as per the programme of verification which, in our opinion, is
reasonable. Discrepancies arising on such physical verification have
been properly dealt within the books of accounts. However, in absence
of physical verification, discrepancies in distribution equipments have
not been ascertained and not dealt within the books of accounts.
(c) During the year, Company has not disposed of any substantial /
major part of fixed assets.
(ii) (a) As explained to us, inventories have been physically verified
during the year by the management.
(b) The procedures of physical verification, in our opinion, are
reasonable and adequate in relation to the size of the Company and
nature of its business.
(c) The Company is maintaining proper records of inventory. No
discrepancies were noticed on verification between the physical stocks
and the book records.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured to and from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly, the sub-clauses (a) to (g) of the clause 4 (iii) of the
Order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there are 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. In
our opinion, the internal control system in respect of certain areas of
sale of services needs to be further strengthened. The Company has
initiated necessary steps to strengthen the procedures wherever
required. During the course of our audit, we have not observed any
continuing failure to correct major weakness in internal controls.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions for the year that need to be
entered into the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanation
given to us, the particulars of contracts or arrangements referred to
in section 301 of the Act have been entered in the registers maintained
under section 301 and exceeding the value of five lakh rupees in
respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time to the extent the same are available with the Company and in
accordance with the approvals obtained from the Central Government,
wherever applicable.
(vi) In our opinion and according to the information and explanation
given to us, the Company has not accepted deposits from the public and
therefore, the provisions contained in sections 58A, 58AA or any other
relevant provisions of the Act and Rules framed there under are not
applicable to the Company.
(vii) The Company has an internal audit system. However there is scope
for increasing the coverage so as to commensurate with the size and
nature of its business.
(viii) The Central Government has prescribed maintenance of Cost
Records under Section 209(1 )(d) of the Act in respect of certain
service activities of the Company. We have broadly reviewed the
accounts and records of the Company in this connection and are of the
opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, made a detailed
examination of the same.
(ix) (a) Based on the records produced before us, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues such as provident fund, investor education and
protection fund, employees state insurance, income-tax, sales-tax,
wealth tax, Service tax, custom duty, excise duty, cess and other
material statutory dues wherever applicable and there are no amounts in
arrears as at 31* March , 2010 for a period of more than six months
from the date they became payable.
(b) According to the information and explanation given to us, there are
no dues payable by the Company on account of any dispute in case of
income tax, wealth tax, sales tax, custom duty, service tax, excise
duty and cess as on 31st March 2010. Hence the question of depositing
such dues on account of any dispute does not arise.
(x) The accumulated losses at the end of the financial year are in
excess of fifty percent of the net worth of the Company. The Company
has not incurred cash losses during the financial year covered by our
audit or in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanation
given to us, the Company has not defaulted in the payment of dues to
financial institution or bank or debenture holders.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) In our opinion, the company is not a nidhi / mutual fund /
society. Therefore the provisions of clause 4(xiii) of the order are
not applicable to the Company.
(xiv) According to the information and explanations given to us the
Company is not dealing or trading in shares, securities, debentures and
other investments. All shares, debentures and other investments have
been held by the Company in its own name except certain government
securities which are held in the name of the officials of the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xvi) In our opinion, the short term loans taken during the year and
the term loans taken in earlier years were applied for the purposes for
which they were raised.
(xvii) According to the information and explanations given to us and
overall examination of the Cash Flow Statement and Balance Sheet of the
Company, we report that the funds raised on short-term basis have,
prima facie, not been used during the year for long term investment.
All the assets have been funded by long term funds.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the Register maintained under
Section 301 of the Companies Act, 1956, during the year hence the
question of whether the price at which shares have been issued is
prejudicial to the interest of the company does not arise.
(xix) The Company has not issued any debentures hence the question of
whether securities or charge have been created does not arise.
(xx) The Company has not raised any money by public issues during the
year covered by our report.
(xxi) Based upon the audit procedures performed and the information and
explanation given by the management, we report that no fraud on or by
the Company has been noticed or reported during the year.
ForGM.KAPADtA&CO.
Chartered Accountants
(Firm ICAI Registration No. 104767W)
(VIRENTHAKKAR)
Mumbai Partner
Dated : 27th May, 2010 (Membership No. 49417)