Mar 31, 2023
To the Members of Vodafone Idea Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Vodafone Idea Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Statement of Cashflows and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (âthe Actâ) 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, 2023, its loss including other comprehensive income its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the Audit of the Standalone Financial Statementsâ section of our report. We are independent of the Company in accordance with the âCode of Ethicsâ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 4 to the financial statements, which describes the Companyâs financial condition as of March 31, 2023 and its debt obligations due for the next 12 months. The Companyâs financial performance has impacted its ability to generate the cash flow that it needs to settle/refinance its liabilities as they fall due.
The Companyâs ability to continue as a going concern is dependent on its ability to raise additional funds as required and successful negotiations with lenders and vendors for continued support and generation of cash flow from its operations that it needs to settle its liabilities as they fall due. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
In addition to the matter described in the âMaterial Uncertainty Related to Going Concernâ section, we have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditorâs responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
Key audit matters |
How our audit addressed the key audit matter |
Revenue recognition (as described in note 5(a) of the Standalone financial statements) |
|
For the year ended March 31, 2023, the service revenue recognised was '' 418,788 million. Revenue recognition has been identified as a key audit matter due to complexity of systems in recognizing revenues, significance of volumes of data process by system, constantly evolving pricing with discounted tariffs and operation in highly competitive marketplace. |
Our audit procedures included the following: ⢠With the assistance by IT specialists, we obtained an understanding, evaluated the design and tested the operating effectiveness of key IT general and application controls related to revenue recognition processes. We also tested relevant IT infrastructure and applications that result in generation of various IT reports used for billing and revenue recognition process. ⢠We tested the operating effectiveness of IT dependent manual controls, performed data analytics and trend analysis, test of reconciliations between billing systems and other IT systems, prepaid applications and the general ledger. We also performed procedures to test the computation of deferred revenue. ⢠We read and assessed the revenue related accounting policy, critical estimates and assumptions and disclosures in the standalone financial statements. |
Assessment of claims related to regulatory, taxation and legal matters (as described in note 3, 42(vi) and 44 of the Standalone financial statements) |
|
At March 31, 2023 the value of regulatory, tax and legal disputes disclosed as contingent liabilities was '' 213,232 million. Pursuant to the Honâble Supreme Court judgement, the Company has recorded and carrying liability of '' 655,462 million related to AGR matter and '' 56,449 million related to one time spectrum charges (OTSC) for more than 6.2 MHz spectrum. Taxation, regulatory and litigation exposures have been identified as a key audit matter due to changing regulatory environment and significant judgement required by management in assessing the exposure of each case. |
Our audit procedures included the following: ⢠We obtained summary of all tax, regulatory and litigation including managementâs assessment. ⢠We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls related to managementâs risk assessment process for taxation, regulatory and legal matters. ⢠We obtained and read external legal opinions (where considered necessary) and other evidence provided by management to corroborate managementâs assessment of the regulatory and legal matters. ⢠Engaged tax/regulatory specialists to assess the tax/regulatory positions taken by management with respect to tax/regulatory litigations. ⢠Verified the provisions recorded in the books by the Company including the interest computations based on the demands received by the Company from DoT, internal records of the Company based on the Honâble Supreme Court judgement and validated the computations in accordance with licence agreement and Honâble Supreme Court judgement for the provisions recorded in the books. ⢠Assessed the relevant accounting policies and disclosures in the standalone financial statements for compliance with the requirements of accounting standards. |
Borrowings, interest and debt covenant testing (as described in note 22 and 26 of the Standalone financial statements) |
|
At March 31, 2023, current and non-current borrowings including interest accrued and AGR liability, excluding intercompany borrowings was '' 2,092,614 million and bank guarantee was '' 61,265 million. Annual covenant testing as at March 31, 2023 resulted in certain ratios breaching the specified covenant threshold for loans aggregating '' 68,160 million. Accordingly, the Company has classified '' 39,271 million from non-current borrowings to current maturities of long-term debt. Borrowings has been identified as a key audit matter due to debt covenant breach, change in credit ratings of the loans and various correspondences received from banks and financial institutions for additional security / increase in interest/commission rate resulting in recognition, presentation and measurement complexities. |
Our audit procedures included the following: ⢠We tested the debt covenant ratio specified in the loan agreements and the computation and assessed the classification of the borrowing in financial statement based on the results of such testing and waiver from the bank, if any. ⢠We obtained independent confirmation from the bank with respect to borrowings and non-fund based facilities [including bank guarantees/letter of credit] outstanding as at March 31, 2023 and compared the amounts as per confirmations with the amounts in the books of accounts and tested with the reconciliation provided by the management. ⢠We verified the interest/commission rate used by the Company for computation of interest cost with the loan/bank guarantee agreements and various correspondences received by the Company from respective banks and corresponding increase in rates due to nonremediation of debt covenant and downgrade in credit rating. ⢠We verified the security created against fund and non-fund facilities with the agreements and documents related to charges filed with Register of Companies. ⢠We assessed the borrowing related accounting policy and disclosures in the standalone financial statements for compliance as per Ind AS 107. |
The Companyâs Board of Directors are responsible for the other information. The other information comprises the Performance Highlights, Corporate Governance Report, Directorsâ Report, Management Discussion and Analysis Report and Business Responsibility and Sustainability Report but does not include the standalone financial statements and our auditorâs report thereon. The Performance Highlights, Corporate Governance Report, Directorsâ Report, Management Discussion and Analysis Report and Business Responsibility and Sustainability Report is expected to be made available to us after the date of this auditorâs report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Financial Statements
The Companyâs Board of Directors are responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1â 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 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of Other
Comprehensive Income, the Standalone Statement of Cashflows and the Standalone Statement of Changes in Equity 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 Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) The going concern matter described in Material Uncertainty Related to Going Concern paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;
(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(i) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 44 to the standalone financial statements;
ii. The Company did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2023;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023;
iv. a) The management has represented that, to
the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances performed by us, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Partner
Membership Number: 058814
UDIN:23058814BGYZOP6453
Place: Mumbai
Date: May 25, 2023
Mar 31, 2022
describes the Companyâs financial condition as of March 31, 2022 and its debt obligations due for the next 12 months. The Companyâs financial performance has impacted its ability to generate the cash flow that it needs to settle/refinance its liabilities as they fall due.
The Companyâs ability to continue as a going concern is dependent on its ability to raise additional funds as required and successful negotiations with lenders for continued support and generation of cash flow from its operations that it needs to settle its liabilities as they fall due. Our conclusion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the âMaterial Uncertainty Related to Going Concernâ section, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditorâs responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of Vodafone Idea Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, 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 notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (âthe Actâ) 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, 2022, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the Audit of the standalone Financial Statementsâ section of our report. We are independent of the Company in accordance with the âCode of Ethicsâ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 4 to the financial statements, which
Key audit matters |
How our audit addressed the key audit matter |
Revenue recognition (as described in note 5(a) of the Standalone financial statements) |
|
For the year ended March 31, 2022, the service revenue recognised was '' 382,018 million. Revenue recognition has been identified as a key audit matter due to complexity of systems in recognizing revenues, significance of volumes of data process by system, constantly evolving pricing with discounted tariffs and operation in highly competitive marketplace. |
Our audit procedures included the following: ⢠With the assistance by IT specialists, we obtained an understanding, evaluated the design and tested the operating effectiveness of key IT general and application controls related to revenue recognition processes. We also tested relevant IT infrastructure and applications that result in generation of various IT reports used for billing and revenue recognition process. ⢠We tested the operating effectiveness of IT dependent manual controls, performed data analytics and trend analysis, test of reconciliations between billing systems and other IT systems, prepaid applications and the general ledger. We also performed procedures to test the computation of deferred revenue. ⢠We read and assessed the revenue related accounting policy, critical estimates and assumptions and disclosures in the standalone financial statements. |
Assessment of claims related to regulatory, taxation and legal matters (as described in note 43, 3 and 41(v) of the Standalone financial statements) |
|
At March 31, 2022 the value of regulatory, tax and legal disputes disclosed as contingent liabilities was '' 198,893 million. Pursuant to the Honâble Supreme Court judgement, the Company has recorded and carrying liability of '' 659,534 million related to AGR matter and '' 49,572 million related to one time spectrum charges (OTSC) for more than 6.2 MHz spectrum. Taxation, regulatory and litigation exposures have been identified as a key audit matter due to changing regulatory environment and significant judgement required by management in assessing the exposure of each case. |
Our audit procedures included the following: ⢠We obtained summary of all tax, regulatory and litigation including managementâs assessment. ⢠We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls related to managementâs risk assessment process for taxation, regulatory and legal matters. ⢠We obtained and read external legal opinions (where considered necessary) and other evidences provided by management to corroborate managementâs assessment of the regulatory and legal matters. ⢠Engaged tax/regulatory specialists to assess the tax/regulatory positions taken by management with respect to tax/regulatory litigations. ⢠Verified the provisions recorded in the books by the Company including the interest computations based on the demands received by the Company from DoT, internal records of the Company based on the Honâble Supreme Court judgement and validated the computations in accordance with licence agreement and Honâble Supreme Court judgement for the provisions recorded in the books. ⢠Assessed the relevant accounting policies and disclosures in the standalone financial statements for compliance with the requirements of accounting standards. |
Borrowings, interest and debt covenant testing (as described in note 21 and 25 of the Standalone financial statements) |
|
At March 31, 2022, current and non-current borrowings including interest accrued and AGR liability was '' 1,978,782 million and bank guarantee was '' 218,809 million. Annual covenant testing as at March 31, 2022 resulted in certain ratios breaching the specified covenant threshold for loans aggregating '' 125,080 million. Accordingly, the Company has classified '' 68,131 million from non-current borrowings to current maturities of long-term debt. Borrowings has been identified as a key audit matter due to debt covenant breach, change in credit ratings of the loans and various correspondences received from banks and financial institutions for additional security / increase in interest/commission rate resulting in recognition, presentation and measurement complexities. |
Our audit procedures included the following: ⢠We tested the debt covenant ratio specified in the loan agreements and the computation and assessed the classification of the borrowing in financial statement based on the results of such testing and waiver from the bank, if any. ⢠We obtained independent confirmation from the bank with respect to borrowings and non-fund based facilities [including bank guarantees/letter of credit] outstanding as at March 31, 2022 and compared the amounts as per confirmations with the amounts in the books of accounts and tested with the reconciliation provided by the management. ⢠We verified the interest/commission rate used by the Company for computation of interest cost with the loan/bank guarantee agreements and various correspondences received by the Company from respective banks and corresponding increase in rates due to nonremediation of debt covenant and downgrade in credit rating. ⢠We verified the security created against fund and non-fund facilities with the agreements and documents related to charges filed with Register of Companies. ⢠We assessed the borrowing related accounting policy and disclosures in the standalone financial statements for compliance as per Ind AS 107. |
Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
The Companyâs Board of Directors are responsible for the other information. The other information comprises the Performance Highlights, Corporate Governance Report, Directorsâ Report, Management Discussion and Analysis Report and Business Responsibility Report but does not include the standalone financial statements and our auditorâs report thereon. The Performance Highlights, Corporate Governance Report, Directorsâ Report, Management Discussion and Analysis Report and Business Responsibility Report is expected to be made available to us after that date of this auditorâs report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Financial Statements
The Companyâs Board of Directors are responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
(e) The going concern matter described in Material Uncertainty Related to Going Concern paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(i) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 43 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
iv. a) The management has represented that, to
the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2022 and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1â 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 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 including the Statement of 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any persons or entities, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (a) and (b) contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Partner
Membership Number: 58814 UDIN: 22058814AISLTO2797
Place: Mumbai Date: May 10, 2022
Mar 31, 2021
To the Members of Vodafone Idea LimitedReport on the Audit of the Standalone Ind AS Financial StatementsOpinion
We have audited the accompanying standalone Ind AS financial statements of Vodafone Idea Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2021, 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 notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (âthe Actâ) 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, 2021, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the Audit of the standalone Ind AS Financial Statementsâ section of our report. We are independent of the Company in accordance with the âCode of Ethicsâ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 4 to the financial statements, which describes the Companyâs financial condition as at March 31, 2021 and its debt and AGR obligations due for the next 12 months. The Companyâs financial performance has impacted its ability to generate
the cash flow that it needs to settle/refinance its liabilities and guarantees as they fall due, which along with its financial condition is resulting in material uncertainty that casts significant doubt on the Companyâs ability to make the payments mentioned therein and continue as a going concern.
The said assumption of going concern is essentially dependent on its ability to raise additional funds as required in line with the approval by the Companyâs board of directors in its meeting on September 4, 2020, successful negotiations with lenders on continued support, refinancing of debts, monetisation of certain assets, outcome of the modification application filed with the Honâble Supreme Court and clarity of next installment amount, acceptance of its deferment request by DoT and generation of cash flow from its operations that it needs to settle/renew its liabilities/guarantees as they fall due. Our conclusion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2021. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the âMaterial Uncertainty Related to Going Concernâ section, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditorâs responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
Key audit matters |
How our audit addressed the key audit matter |
Revenue recognition (as described in note 5(a) of the Standalone Ind AS financial statements) |
|
For the year ended March 31, 2021, the service revenue recognised was '' 416,589 million. Revenue recognition has been identified as a key audit matter due to complexity of systems in recognizing revenues, significance of volumes of data process by system, constantly evolving pricing with discounted tariffs and operation in highly competitive marketplace. |
Our audit procedures included the following: ⢠With the assistance by IT specialists, we obtained an understanding, evaluated the design and tested the operating effectiveness of key IT general and application controls related to revenue recognition processes. We also tested relevant IT infrastructure and applications that result in generation of various IT reports used for billing and revenue recognition process. ⢠We tested the operating effectiveness of IT dependent manual controls, performed data analytics and trend analysis, test of reconciliations between billing systems and other IT systems, prepaid applications and the general ledger. We also performed procedures to test the computation of deferred revenue. ⢠We read and assessed the revenue related accounting policy, critical estimates and assumptions and disclosures in the standalone Ind AS financial statements. |
Assessment of claims related to regulatory, t (as described in note 42, 3 and 40(vii) of the Standalone Ind AS |
axation and legal matters '' financial statements) |
At March 31, 2021 the value of regulatory, tax and legal disputes disclosed as contingent liabilities was '' 170,795 million. Pursuant to the Honâble Supreme Court judgement, Company has recorded the provision for AGR of '' 442,083 million during FY 2020-21 and '' 228,110 million during FY 2019-20. Further, the Company has also recorded provision of '' 5,027 million during FY 2020-21 and '' 38,871 million during FY 201920 for one time spectrum charges for more than 6.2 MHz spectrum. Taxation, regulatory and litigation exposures have been identified as a key audit matter due to changing regulatory environment and significant judgement required by management in assessing the exposure of each case. |
Our audit procedures included the following: ⢠We obtained summary of all tax, regulatory and litigation including managementâs assessment. ⢠We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls related to managementâs risk assessment process for taxation, regulatory and legal matters. ⢠We obtained and read external legal opinions (where considered necessary) and other evidences provided by management to corroborate managementâs assessment of the regulatory and legal matters. ⢠Engaged tax/regulatory specialists to assess the tax/regulatory positions taken by management with respect to tax/regulatory litigations. ⢠Verified the provisions recorded in the books by the Company including the interest computations based on the demands received by the Company from DoT, internal records of the Company based on the Honâble Supreme Court judgement and validated the computations in accordance with licence agreement and Honâble Supreme Court judgement for the provisions recorded in the books. ⢠Assessed the relevant accounting policies and disclosures in the standalone Ind AS financial statements for compliance with the requirements of accounting |
Borrowings, interest and debt covenant testi (as described in note 21 of the Standalone Ind AS financial stat |
ng ements) |
At March 31, 2021, current and non-current borrowings including interest accrued and AGR liability was '' 1,867,790 million and bank guarantee was '' 239,981 million. Annual covenant testing as at March 31, 2021 resulted in certain ratios breaching the specified covenant threshold for loans aggregating '' 98,745 million. Accordingly, the Company has classified '' 85,472 million from non-current borrowings to current maturities of long-term debt. Borrowings has been identified as a key audit matter due to debt covenant breach, change in credit ratings of the loans and various correspondences received from banks and financial institutions for additional security/increase in interest/commission rate resulting in recognition, presentation and measurement complexities. |
Our audit procedures included the following: ⢠We tested the debt covenant ratio specified in the loan agreements and the computation and assessed the classification of the borrowing in financial statement based on the results of such testing and waiver from the bank, if any. ⢠We obtained independent confirmation from the bank with respect to borrowings and non-fund based facilities [including bank guarantees/letter of credit] outstanding as at March 31, 2021 and compared the amounts as per confirmations with the amounts in the books of accounts and tested with the reconciliation provided by the management. ⢠We verified the interest/commission rate used by the Company for computation of interest cost with the loan/bank guarantee agreements and various correspondences received by the Company from respective banks and corresponding increase in rates due to non-remediation of debt covenant and downgrade in credit rating. ⢠We verified the security created against fund and non-fund facilities with the agreements and documents related to charges filed with Register of Companies. ⢠We assessed the borrowing related accounting policy and disclosures in the standalone Ind AS financial statements for compliance as per Ind AS 107. |
The Companyâs Board of Directors are responsible for the other information. The other information comprises the Performance Highlights, Corporate Governance Report, Directorsâ Report, Management Discussion and Analysis Report and Business Responsibility Report but does not include the standalone Ind AS financial statements and our auditorâs report thereon. The Performance Highlights, Corporate Governance Report, Directorsâ Report, Management Discussion and Analysis Report and Business Responsibility Report is expected to be made available to us after that date of this auditorâs report.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Second Amendment Rules, 2019. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2021 and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1â 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 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 including the Statement of 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 standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Second Amendment Rules, 2019;
(e) The going concern matter described in Material Uncertainty Related to Going Concern paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2021 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(i) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 42 to the standalone Ind AS financial statements;
ii. The Company did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2021;
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Partner
Membership Number: 58814 UDIN: 21058814AAAABA2190
Place: Mumbai Date: June 30, 2021
Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Idea Cellular 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 Standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone 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 the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone 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 standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone 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, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matter
We draw your attention to Note 42 A)i of the standalone Ind AS financial statements which describes the uncertainties related to the legal outcome in respect of the Department of Telecommunications (DoT) demand notices for one time spectrum charges. Our report is not qualified in respect of this matter.
Other Matter
The standalone Ind AS financial statements of the Company for the year ended March 31, 2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 13, 2017.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure 1 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, Statement of Profit and Loss including the Statement of 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 standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and 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 2â to this report;
(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 has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 42 to the standalone Ind AS financial statements;
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.
Annexure 1 to the Independent Auditorâs Report
Annexure referred to in paragraph 1 of âReport on other Legal and Regulatory Requirementsâ
Re: Idea Cellular Limited (âthe Companyâ)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The capitalised fixed assets are physically verified by the management according to a regular programme designed to cover all the items over a period of three years. Pursuant to the programme, a portion of fixed assets and capital work in progress has been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. The Company is in the process of reconciling the physical verification results with the records maintained by the Company. However no material discrepancies were identified till the date of this report.
(c) According to information and explanations given by the management and based on the examination of the financial statements/registered deed/transfer deed/conveyance deed/court approving scheme of arrangements, the title deeds of all land and buildings disclosed as property, plant and equipment are held in the name of the Company as at the balance sheet date. In respect of buildings that have been taken on lease and disclosed as property, plant and equipment, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.
(ii) As explained by the management, the management has conducted physical verification of inventory (other than inventory with third parties) at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) According to the information and explanations given to us, 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 Companies Act, 2013. Accordingly, the provisions of clause 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013 are applicable and hence not commented upon.
(v) The Company has not accepted any deposits from public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to Telecommunication Services, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of records with a view to determine whether they are accurate or complete.
(vii) (a) The Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of custom, value added tax, goods and service tax, cess and other material statutory dues applicable to it. The provisions relating to excise duty are not applicable to the Company.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of custom, value added tax, goods and service tax, cess and other material statutory dues were outstanding, as at March 31, 2018 for a period of more than six months from the date they became payable. The provisions relating to excise duty are not applicable to the Company.
(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, value added tax and cess on account of any dispute, are as follows:
Name of Statute |
Nature of Dues |
Period to which the amount relates |
Forum where Dispute is Pending |
Amount Involved (Rs. in Mn) |
Income Tax Act ,1961 |
Income Tax |
2009-10, 2010-11, 2012-13 |
Assistant Commissioner of Income Tax |
2.44 |
Income Tax Act ,1961 |
Income Tax |
2013-16 |
Deputy Commissioner of Income Tax |
607.47 |
Income Tax Act ,1961 |
Income Tax |
2002-2017 |
Commissioner of Income Tax (Appeals) |
14,525.74 |
Income Tax Act ,1961 |
Income Tax |
2002-06, 2007-15 |
Income Tax Appellate Tribunal |
6,946.81 |
Income Tax Act ,1961 |
Income Tax |
2002-03, 2008-12 |
High Court of Karnataka |
115.55 |
Income Tax Act ,1961 |
Income Tax |
2003-09 |
High Court of Andhra Pradesh |
131.58 |
Income Tax Act ,1961 |
Income Tax |
2006-09 |
Madhya Pradesh High Court |
129.80 |
Income Tax Act ,1961 |
Income Tax |
2006-12 |
Rajasthan High Court |
85.05 |
Income Tax Act ,1961 |
Income Tax |
2002-04 |
Supreme Court |
9.47 |
Income Tax Act ,1961 |
Income Tax |
2007-10 |
High Court of Gujarat |
30.73 |
Income Tax Act ,1961 |
Income Tax |
2006-07 to 2010-11 |
Bombay High Court |
234.36 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
10.09.2004 to 30.09.2008 |
High Court of Andhra Pradesh |
25.15 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
2003-15 |
Customs Excise & Service Tax Appellate Tribunal |
2,837.81 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
2004-Upto 2008 Dec, 2014-2016 |
High Court, Mumbai |
15.06 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
Oct-98 to Mar-99, Apr-02 to Sep-02, 2004-08 |
Punjab & Haryana High Court |
36.46 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
2004-08 |
Commissioner of Central Excise & Service Tax |
44.00 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
Apr-99 to Mar-2001, Apr-2003 to Sep-2003, 2005-07 |
Commissioner of Central Excise & Service Tax (Appeals) |
3.84 |
The Finance Act, 1994 (Service Tax provisions) |
Service Tax |
2007-09 |
Supreme Court of India |
285.92 |
Bombay sales tax Act 1959 |
Sales Tax |
2000-01 |
Sales tax Tribunal |
43.90 |
Central Sales Tax Act, 1956 |
Sales Tax |
2007-08, 2010-11 |
Joint Commissioner (Appeals) |
41.35 |
Central Sales Tax Act, 1956 |
Sales Tax |
2013-14, 2015-16 |
Assistant Commissioner Sales Tax |
1.04 |
Central Sales Tax Act, 1956 |
Sales Tax |
2008-09 |
Deputy Commissioner of Sales Tax |
3.92 |
Delhi Sales Tax Act, 1975 |
Sales Tax |
2002-03 |
Additional Commissioner (Appeals) |
1.86 |
Gujarat Sales Tax Act, 1969 |
Sales Tax |
1998-02 |
State Tax Tribunal |
8.83 |
Gujarat Sales Tax Act, 1969 |
Sales Tax |
Apr 06 to Dec 06 |
Assessing Officer |
1.04 |
Kerala Sales tax Act, 1963 |
Sales Tax |
1997-98 |
State Tax Tribunal |
0.05 |
Madhya Pradesh Commercial Tax Act, 1994 |
Sales Tax |
2000-01 |
CG Appellate Board |
0.48 |
Uttar Pradesh Trade Tax Act, 1948 |
Sales Tax |
2003-06, 2007-09, 2010-12 |
Joint Commissioner (Appeals) |
3.11 |
Uttar Pradesh Trade Tax Act, 1948 |
Sales Tax |
2006-08 |
State Tax Tribunal |
0.69 |
Uttar Pradesh Trade Tax Act, 1948 |
Sales Tax |
2008-09, 2009-10, 2011-12, 2013-14, 2017-18 |
Deputy Commissioner of Sales Tax |
21.02 |
Central Sales Tax Act, 1956 |
Sales Tax |
2011-12 |
Sales Tax Tribunal |
33.87 |
Madhya Pradesh Commercial Tax Act, 1994 |
Sales Tax |
2004-05 |
Deputy Commissioner of Sales Tax |
1.86 |
Uttar Pradesh Trade Tax Act, 1948 (UTTRAKHAND AMENDEMENT) |
Sales Tax |
2009-10 |
Deputy Commissioner of Sales Tax |
0.07 |
Kerala Sales tax Act, 1963 |
Sales Tax |
1998-99 |
Deputy Commissioner, Sales Tax |
0.06 |
Uttar Pradesh Goods and Service Tax Act, 2017 |
GST |
2017-18 |
Additional Commissioner (Appeals) GST |
0.79 |
Delhi Value Added Tax Act, 2004 |
Value Added Tax |
2007-08 |
State Tax Tribunal |
14.05 |
Kerala VAT Act, 2003 |
Value Added Tax |
2012-13, 2014-15, 2015-16 |
Deputy Commissioner Commercial Tax (Appeals) |
0.14 |
Kerala VAT Act, 2003 |
Value Added Tax |
2011-12 |
Deputy Commissioner Appeals |
0.45 |
Kerala VAT Act, 2003 |
Value Added Tax |
2011-12 |
Kerala High Court |
81.78 |
Kerala VAT Act, 2003 |
Value Added Tax |
2011-12, 2016-17 |
Assistant Commissioner Sales Tax |
1.57 |
Kerala VAT Act, 2003 |
Value Added Tax |
2011-12 |
Commercial Tax Officer |
0.11 |
Maharashtra Value Added Tax Act, 2002 |
Value Added Tax |
2008-09, 2011-12 |
Joint Commissioner (Appeals) |
323.58 |
Rajasthan Value Added Tax, 2003 |
Value Added Tax |
2011-12, 2013-14 |
Assistant Commissioner Sales Tax |
11.64 |
The Bihar Value Added Tax Act, 2005 |
Value Added Tax |
2008-15 |
State Tax Tribunal |
40.70 |
The Bihar Value Added Tax Act, 2005 |
Value Added Tax |
2015-17 |
Joint Commissioner (Appeals) |
22.22 |
Uttar Pradesh Value Added Act, 2008 |
Value Added Tax |
2006-07 |
Deputy Commissioner of Sales Tax |
0.74 |
Uttar Pradesh Value Added Act, 2008 |
Value Added Tax |
2007-2008 |
High Court Allahabad |
0.71 |
Uttar Pradesh Value Added Act, 2008 |
Value Added Tax |
2011-2012, 2013-2014, 2017-2018 |
Additional Commissioner (Appeals) |
8.40 |
Kerala VAT Act, 2003 |
Value Added Tax |
2009-10 |
State Tax Tribunal |
0.48 |
Kerala VAT Act, 2003 |
Value Added Tax |
2016-17 |
Assessing Officer |
0.35 |
West Bengal Value Added Tax Act, 2003 |
Value Added Tax |
2017-2018 |
State Tax Tribunal |
1.33 |
The Bihar Value Added Tax Act, 2005 |
Value Added Ta |
2016-17 |
Commissioner Commercial Taxes Bihar |
1.36 |
Custom Act, 1962 |
Custom Duty |
2003-04, Dec 2009 to Jun 2014 |
Customs Excise & Service Tax Appellate Tribunal |
186.17 |
Total |
26,926.99 |
The above mentioned figures represent the total disputed cases without any assessment of Probable, Possible and Remote. Of the above cases, total amount deposited in respect of Income Tax is Rs.5,719.78 Mn, Service Tax is Rs.416.35 Mn, Sales Tax and Value Added Tax is Rs.68.75 Mn and Custom Duty is Rs.47.01 Mn.
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions, banks, debenture holders or government.
(ix) During the current year, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which they were raised.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that during the current year, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013. During the previous year, the Company has paid/accrued remuneration amounting to Rs.100.46 million to its Managing Director, Mr. Himanshu Kapania out of which Rs.28.31 Mn was in excess of the limits specified in section 197 of Companies Act, 2013 read with Schedule V thereto which is now regularised by obtaining the waiver letter from Ministry of Corporate Affairs dated March 17, 2018.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given by the management the Company has complied with provisions of section 42 of the Companies Act, 2013 in respect of the preferential allotment and Qualified Institutions Placement of equity shares of Rs.67,500 Mn during the year. According to the information and explanations given by the management, we report that amount so raised of Rs.67,500 Mn have been initially kept / invested in current account / liquid investments out of which Rs.28,495 Mn have been utilised for the purposes for which the funds were raised and balance of Rs.39,005 Mn remains utilised in liquid investments / current account as at March 31, 2018 which is payable on demand. During the year, the Company has not raised moneys by private placements of convertible debentures.
(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Prashant Singhal
Partner
Membership Number: 93283
Place : Mumbai
Date : April 28, 2018
Mar 31, 2017
Independent Auditors Report
To the Members of Idea Cellular Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of IDEA CELLULAR LIMITED ( the Company ), which comprise the Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
In conducting 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 the standalone 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 standalone 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 standalone Ind AS financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone 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 Company s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 standalone 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, 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matters
We draw attention to the Note 43A(i) to the standalone Ind AS financial statements which describes the uncertainties related to the legal outcome in respect of the Department of Telecommunications (DoT) demand notices for one time spectrum charges.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable 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 including Other Comprehensive Income, the Statement of Cash Flows 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 standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 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 Annexure A . Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting.
g) 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements Refer Note 43 A and 43 C to the Standalone Ind AS financial statements;
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;
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.
2. As required by the Companies (Auditor s Report) Order,
2016 ( the Order ) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act )
We have audited the internal financial controls over financial reporting of IDEA CELLULAR LIMITED ( the Company ) of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management s Responsibility for Internal Financial Controls
The Company s 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 company s 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.
Auditors Responsibility
Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 auditor s 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 Company s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company s 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 company s 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 company s 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, 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, 2017, 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.
(i) In respect of its fixed assets:
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date)
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed / court orders approving schemes of arrangements / amalgamations provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings are held in the name of the Company as at the balance sheet date. In respect of immovable properties of buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.
(ii) As explained to us, the inventories, except for those lying with the third parties, were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(iii) 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 Companies Act, 2013.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 of the Companies Act, 2013 and the rules framed there under are applicable.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Sales Tax / Value Added Tax, Service Tax, Customs Duty, cess and other material statutory dues applicable to it to the appropriate authorities. As explained to us, the Company did not have any dues on account of Excise duty.
b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-tax, Sales Tax / Value Added Tax, Service Tax, Customs Duty, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.
c) There are no dues of cess which have not been deposited on account of any dispute. Details of dues of Income-tax, Sales Tax / Value Added Tax, Service T ax and Customs Duty which have not been deposited as on March 31, 2017 on account of disputes are given below:
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved ('' in Mn) |
Amount Unpaid ('' in Mn) |
Customs Act, 1962 |
Custom Duty |
Customs Excise & Service Tax Appellate Tribunal |
2003-04 |
3.49 |
3.49 |
Karnataka Tax on Entry of Goods Act, 1979 |
Entry Tax |
High Court of Karnataka |
2004-05 |
8.92 |
8.92 |
MP Entry Tax Act, 1976 |
Entry Tax |
Assistant Commissioner |
1998-2001, 2009-10, 2013-2017 |
87.83 |
0.89 |
MP Entry Tax Act, 1976 |
Entry Tax |
CG Commercial Tax Tribunal |
2006-2009, 2010-2011 |
31.26 |
16.98 |
MP Entry Tax Act, 1976 |
Entry Tax |
CG High Court |
2003-04 |
0.51 |
0.37 |
MP Entry Tax Act, 1976 |
Entry Tax |
Deputy Commissioner Commercial Tax (Appeals) |
2011-12 |
14.36 |
12.20 |
MP Entry Tax Act, 1976 |
Entry Tax |
Deputy Commissioner Appeals |
2012-13 |
21.34 |
18.10 |
MP Entry Tax Act, 1976 |
Entry Tax |
Madhya Pradesh High Court |
1998-01, 2003-14 |
452.89 |
91.52 |
MP Entry Tax Act, 1976 |
Entry Tax |
State Tax Tribunal |
2001-03, 2004-2006 |
12.88 |
1.08 |
West Bengal Value Added Tax, 2003 |
Entry Tax |
Deputy Commissioner |
2013-14 |
0.55 |
0.55 |
The Maharashtra Municipal Corporations Act |
Entry Tax |
Deputy Commissioner |
2013-14 |
1.58 |
0.98 |
Rajasthan Tax On Entry Of Goods Into Local Areas Act, 1999 |
Entry Tax |
Supreme Court |
2008-16 |
157.09 |
69.14 |
Rajasthan Tax On Entry Of Goods Into Local Areas Act, 1999 |
Entry Tax |
Assistant Commissioner |
2014-15 |
2.65 |
2.65 |
The Bihar Value Added Tax Act, 2005 |
Entry Tax |
Joint Commissioner (Appeals) |
2010-11, 2013-16 |
33.49 |
30.89 |
The Bihar Value Added Tax Act, 2005 |
Entry Tax |
State Tax Tribunal |
2010-12 |
1.07 |
0.93 |
The Uttar Pradesh Tax on Entry of Goods Act, 2000 |
Entry Tax |
Assessing Officer |
2011-12 |
0.95 |
0.95 |
The Uttar Pradesh Tax on Entry of Goods Act, 2000 |
Entry Tax |
State Tax Tribunal |
2007-08 |
4.89 |
4.16 |
The Uttar Pradesh Tax on Entry of Goods Act, 2000 |
Entry Tax |
High Court Allahabad |
1999-10 |
29.25 |
12.00 |
Uttar Pradesh Trade Tax Act, 1948 |
Entry Tax |
State Tax Tribunal |
2005-06 |
0.17 |
0.17 |
Uttar Pradesh Trade Tax Act, 1948 (UTTRAKHAND AMENDMENT) |
Entry Tax |
High Court Nainital |
2001-04 |
1.21 |
0.57 |
Orissa Entry Tax Act, 1999 |
Entry Tax |
Cuttack High Court |
2008-17 |
57.77 |
38.94 |
Himachal Pradesh Entry Tax Act, 2010 |
Entry Tax |
HP High Court |
2010-17 |
114.91 |
71.79 |
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved ('' in Mn) |
Amount Unpaid ('' in Mn) |
The Jammu & Kashmir Entry Tax on Goods Act, 2000 |
Entry Tax |
Srinagar High Court |
2010-17 |
364.10 |
79.05 |
Income Tax Act ,1961 |
Income Tax |
Assistant Commissioner of Income Tax |
2009-11, 2012-13 |
15.21 |
15.21 |
Income Tax Act ,1961 |
Income Tax |
Deputy Commissioner of Income Tax |
2006-11 |
390.86 |
140.99 |
Income Tax Act ,1961 |
Income Tax |
Commissioner of Income Tax (Appeals) |
2002-2016 |
71,894.21 |
54,299.73 |
Income Tax Act ,1961 |
Income Tax |
Income Tax Appellate Tribunal |
2002-05, 2007-15 |
1,339.71 |
191.18 |
Income Tax Act ,1961 |
Income Tax |
High Court of Karnataka |
2001-02 |
1.38 |
1.38 |
Income Tax Act ,1961 |
Income Tax |
High Court of Andhra Pradesh |
2003-09 |
131.58 |
- |
Income Tax Act ,1961 |
Income Tax |
Madhya Pradesh High Court |
2006-09 |
129.80 |
- |
Income Tax Act ,1961 |
Income Tax |
Rajasthan High Court |
2006-10 |
26.25 |
- |
Income Tax Act ,1961 |
Income Tax |
Supreme Court |
2002-04 |
9.47 |
- |
Income Tax Act ,1961 |
Income Tax |
High Court of Gujarat |
2007-10 |
30.73 |
0.32 |
Bombay Sales Tax Act, 1959 |
Sales Tax |
Sales tax Tribunal |
2000-01 |
43.90 |
43.90 |
Central Sales Tax Act, 1956 |
Sales Tax |
Joint Commissioner (Appeals) |
2007-08,2010-11 |
41.35 |
23.17 |
Central Sales Tax Act, 1956 |
Sales Tax |
Assistant Commissioner |
2013-14 |
0.02 |
0.02 |
Central Sales Tax Act, 1956 |
Sales Tax |
Deputy Commissioner, Sales Tax |
2008-09, 2011-12 |
37.79 |
27.79 |
Delhi Sales Tax Act, 1975 |
Sales Tax |
Additional Commissioner (Appeals) |
2002-03 |
1.86 |
- |
Gujarat Sales Tax Act, 1969 |
Sales Tax |
State Tax Tribunal |
1998-02 |
8.83 |
7.04 |
Gujarat Sales Tax Act, 1969 |
Sales Tax |
Assessing Officer |
Apr 06 to Dec 06 |
1.04 |
0.83 |
Kerala Sales tax Act, 1963 |
Sales Tax |
State Tax Tribunal |
1997-98 |
0.05 |
0.05 |
Kerala Sales tax Act, 1963 |
Sales Tax |
Deputy Commissioner, Sales Tax |
1998-99 |
0.06 |
0.06 |
Madhya Pradesh Commercial Tax Act, 1994 |
Sales Tax |
CG Appellate Board |
2000-01 |
0.48 |
0.31 |
Uttar Pradesh Trade Tax Act, 1948 |
Sales Tax |
Joint Commissioner (Appeals) |
2003-2012 |
3.11 |
1.01 |
Delhi Value Added Tax Act, 2004 |
Sales Tax |
State Tax Tribunal |
2007-08 |
14.05 |
11.84 |
Kerala VAT Act, 2003 |
Sales Tax |
Deputy Commissioner Appeals |
2009-10, 2011-12 |
0.94 |
0.94 |
Kerala VAT Act, 2003 |
Sales Tax |
Kerala High Court |
2011-12 |
65.47 |
65.47 |
Kerala VAT Act, 2003 |
Sales Tax |
Assistant Commissioner, Sales tax |
2011-12 |
1.38 |
1.38 |
Kerala VAT Act, 2003 |
Sales Tax |
Commercial Tax Officer |
2010-11 |
51.49 |
51.49 |
Maharashtra Value Added Tax Act, 2002 |
Sales Tax |
Deputy Commissioner, Sales Tax |
2011-12 |
15.15 |
15.15 |
Maharashtra Value Added Tax Act, 2002 |
Sales Tax |
Joint Commissioner (Appeals) |
2008-09 |
308.43 |
308.42 |
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved ('' in Mn) |
Amount Unpaid ('' in Mn) |
Rajasthan Value Added Tax Act, 2003 |
Sales Tax |
Assistant Commissioner, Sales tax |
2011-12, 2013-14 |
11.64 |
11.19 |
The Bihar Value Added Tax Act, 2005 |
Sales Tax |
State Tax Tribunal |
2008-14 |
34.01 |
22.03 |
The Bihar Value Added Tax Act, 2005 |
Sales Tax |
Commissioner |
2016-17 |
1.36 |
1.36 |
The Bihar Value Added Tax Act, 2005 |
Sales Tax |
Joint Commissioner (Appeals) |
2014-15 |
6.69 |
4.00 |
Uttar Pradesh Trade Tax Act, 1948 |
Sales Tax |
State Tax Tribunal |
2006-08 |
0.69 |
0.58 |
Uttar Pradesh Trade Tax Act, 1948 |
Sales Tax |
Assessing Officer |
2008-10, 2011-12, 2013-14 |
20.50 |
17.40 |
The Jammu & Kashmir General Sales Tax Act, 1962 |
Sales Tax |
Srinagar High Court |
2009-17 |
510.15 |
510.15 |
Uttar Pradesh Trade Tax Act, 1948 (UTTRAKHAND AMENDEMENT) |
Sales Tax |
Assessing Officer |
2009-10 |
0.07 |
- |
Uttar Pradesh Value Added Tax Act, 2008 |
Sales Tax |
Deputy Commissioner, Sales Tax |
2006-07, Apr 12 to Jul 12 |
2.67 |
1.54 |
Uttar Pradesh Value Added Tax Act, 2008 |
Sales Tax |
High Court Allahabad |
2007-08 |
0.71 |
- |
Uttar Pradesh Value Added Tax Act, 2008 |
Sales Tax |
Additional Commissioner (Appeals) |
2011-2013 |
11.85 |
9.98 |
The Finance Act, 1994 |
Service Tax |
Andhra Pradesh High Court |
2003-04 |
25.15 |
25.15 |
The Finance Act, 1994 |
Service Tax |
Customs Excise & Service Tax Appellate Tribunal |
2003-2012 and 2013-2015 |
2,654.03 |
2,534.16 |
The Finance Act, 1994 |
Service Tax |
High Court, Mumbai |
2004-2006, 2007-2010 |
290.56 |
4.64 |
The Finance Act, 1994 |
Service Tax |
Punjab & Haryana High Court |
Oct 1998- Mar 99, 2002-2003, 2004-07 |
14.56 |
14.56 |
The Finance Act, 1994 |
Service Tax |
Commissioner of Central Excise & Service Tax |
2004-05, Apr 05 to Sep 07 |
41.98 |
36.98 |
The Finance Act, 1994 |
Service Tax |
Commissioner of Central Excise & Service Tax (Appeals) |
1999-01, Apr 03 to Sep 03, 2005-2012 |
15.18 |
14.71 |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders.
(ix) During the current year, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us, the Company has paid/accrued remuneration amounting to '' 100.46 million to its Managing Director, Mr. Himanshu Kapania. As the Company did not have profits in the financial year ended March 31, 2017, an amount of '' 30.54 Mn is in excess of the limits specified in section 197 of Companies Act, 2013 (the Act) read with Schedule V thereto. The Company is in the process of complying with the statutory requirements prescribed to regularize such excess payments, including seeking approval of shareholders / central government, as necessary.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors, directors of subsidiary companies, directors of associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Deloitte Haskins & Sells LLP
Chartered Accountants
Firm s Registration No. 117366W / W-100018
Hemant M. Joshi
Partner
Membership No: 38019
Place: Mumbai
Date : May 13, 2017
Mar 31, 2016
We have audited the accompanying standalone financial statements of
IDEA CELLULAR LIMITED ("the Company"), which comprise the Balance Sheet
as at 31st March, 2016, the Statement of Profit and Loss and 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 Accounting Standards prescribed
under section 133 of the Act, as applicable.
This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' 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
thereunder and the Order under section 143(11) of the Act.
We conducted our audit of the standalone 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 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. 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 31st March, 2016, and its profit and its cash flows for the year
ended on that date.
Emphasis of Matter
We draw attention to the Note 32A(i) to the financial statements which
describes the uncertainties related to the legal outcome in respect of
the Department of Telecommunication (DoT) demand notices for one time
spectrum charges.
Our Opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. 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 prescribed under section 133 of the Act,
as applicable.
e) On the basis of the written representations received from the
directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 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 "Annexure A". Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over
financial reporting.
g) 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 on its
financial position in its financial statements  Note 32 (A) and 32 (C)
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.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the
Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in "Annexure B" a statement on the matters specified
in paragraphs 3 and 4 of the Order.
Annexure "A" to the Independent Auditor''s Report
(Referred to in paragraph "1(f)" under ''Report on Other Legal and
Regulatory Requirements'' of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 ("the Act")
1. We have audited the internal financial controls over financial
reporting of IDEA CELLULAR LIMITED ("the Company") 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.
Management''s Responsibility for Internal Financial Controls
2. The Company''s 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 company''s 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on the Company''s
internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting (the
"Guidance Note") issued by the Institute of Chartered Accountants of
India and the Standards on Auditing prescribed under section 143(10) of
the Companies Act, 2013, to the extent applicable to an audit of
internal financial controls. 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
auditor''s 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 Company''s
internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
4. A company''s 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 company''s 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 company''s assets that could have a material effect
on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial
Reporting
5. 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
6. In our opinion, 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, 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 Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India".
Annexure "B" to the Independent Auditor''s Report
(Referred to in paragraph 2 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
(i) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed
assets were physically verified by the Management during the year.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
c) According to the information and explanations given to us and the
records examined by us and based on the examination of the registered
sale deed / transfer deed / conveyance deed provided to us, we report
that, the title deeds, comprising all the immovable properties of land
and buildings, are held in the name of the Company as at the balance
sheet date except the following:
Nature Number Gross Net Remarks
of Asset of Cases Block Block
Rs. In Mn Rs. In Mn
Land 79 74.27 72.79 The ownership of these
properties is
transferred and vested
in the Company through
High Court merger
Building 36 507.33 274.50 approvals. The titles
are pending mutation in
the name of the Company.
In respect of immovable properties of land and buildings that have been
taken on lease and disclosed as fixed asset in the financial
statements, the lease agreements are in the name of the
Company, where the Company is the lessee in the agreement except the
following:
Nature Number Gross Net Remarks
of Asset of Cases Block Block
Rs. In Mn Rs. In Mn
Leasehold 11 67.42 24.82 The land leases
Land are transferred in the
name of Company through
High Court merger
approvals and the same
are pending mutation in
the name of Company.
(ii) As explained to us, the inventories, except for those lying with
the third parties, were physically verified during the year by the
Management at reasonable intervals and no material discrepancies were
noticed on physical verification.
(iii) 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 Companies
Act, 2013.
(iv) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
185 and 186 of the Companies Act, 2013 in respect of grant of loans,
making investments and providing guarantees and securities, as
applicable.
(v) According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
sections 73 to 76 of the Companies Act, 2013 and the rules framed there
under are applicable.
(vi) The maintenance of cost records has been specified by the Central
Government under section 148(1) of the Companies Act, 2013. We have
broadly reviewed the cost records maintained by the Company pursuant to
the Companies (Cost Records and Audit) Rules, 2014, as amended
prescribed by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013, and are of the opinion that, prima
facie, the prescribed cost records have been made and maintained. We
have, however, not made a detailed examination of the cost records with
a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in
respect of statutory dues:
a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income-tax, Sales Tax / Value Added Tax, Service Tax,Customs Duty,cess
and other material statutory dues applicable to it to the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Excise duty.
b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Income-tax, Sales Tax / Value Added
Tax, Service Tax,Customs Duty,cess and other material statutory dues in
arrears as at 31st March, 2016 for a period of more than six months
from the date they became payable.
c) There are no dues of cess which have not been deposited on account
of any dispute. Details of dues of Income-tax, Sales Tax / Value Added
Tax, Service Tax and Customs Duty which have not been deposited as on
31st March, 2016 on account of disputes are given below:
Name of Statute Nature of Forum where
Dues Dispute is Pending
Customs Act, 1962 Custom Customs Excise & Service
Duty Tax Appellate Tribunal
Karnataka Tax on Entry Entry Tax High Court of Karnataka
of Goods Act, 1979
MP Entry Tax Act, 1976 Entry Tax Assistant Commissioner,
Deputy Commissioner (Appeals),
State Tax Tribunal, CG
Appellate Board, Madhya
Pradesh High Court
Orissa Entry Entry Tax High Court, Cuttack
Tax Act, 1999
Rajasthan Tax On Entry Entry Tax Supreme Court
Of Goods Into Local
Areas Act, 1999
The Bihar Value Added Entry Tax Joint Commissioner
Tax Act, 2005 (Appeals), State Tax Tribunal
The Uttar Pradesh Tax Entry Tax Assessing Officer, State Tax
on Entry of Goods Tribunal, High Court
Act, 2000, Uttar
Pradesh Allahabad
Trade Tax Act, 1948
Uttar Pradesh Trade Entry Tax High Court Nainital
Tax Act, 1948
(UTTRAKHAND AMENDMENT)
Himachal Pradesh Entry Tax Assistant Excise and
Entry Tax Act, 2010 Taxation Commissioner
The Jammu & Kashmir Entry Tax Srinagar High Court
Entry Tax on Goods
Act, 2000
Income Tax Act,1961 Income Tax Commissioner of Income
Tax (Appeals)
Income Tax Act ,1961 Income Tax Income Tax Appellate Tribunal
Income Tax Act ,1961 Income Tax High Court of Karnataka
Income Tax Act ,1961 Income Tax High Court of Andhra Pradesh
Income Tax Act ,1961 Income Tax Madhya Pradesh High Court
Income Tax Act ,1961 Income Tax Deputy Commissioner of
Income Tax
Income Tax Act ,1961 Income Tax Rajasthan High Court
Income Tax Act ,1961 Income Tax Supreme Court
Income Tax Act ,1961 Income Tax High Court of Gujarat
Central Sales Tax Sales Tax Joint Commissioner
Act, 1956 (Appeals)
Central Sales Tax Sales Tax Deputy Commissioner,
Act, 1956 Sales Tax
Delhi Sales Tax Sales Tax Additional Commissioner
Act, 1975 (Appeals)
Gujarat Sales Tax Sales Tax State Tax Tribunal
Act, 1969
Gujarat Sales Tax Sales Tax Assessing Officer
Act, 1969
Kerala Sales tax Sales Tax State Tax Tribunal
Act, 1963
Kerala Sales tax Sales Tax Deputy Commissioner,
Act, 1963 Sales Tax
Madhya Pradesh Sales Tax CG Appellate Board
Commercial Tax
Act, 1994
Madhya Pradesh Sales Tax State Tax Tribunal
Commercial Tax
Act, 1994
Madhya Pradesh Sales Tax Deputy Commissioner
Commercial Tax Appeals
Act, 1994
Madhya Pradesh Sales Tax Madhya Pradesh High Court
Commercial Tax
Act, 1994
The Jammu & Kashmir Sales Tax Srinagar High Court
General Sales Tax
Act, 1962
Uttar Pradesh Trade Sales Tax Additional Commissioner
Tax Act, 1948 (Appeals)
Uttar Pradesh Trade Sales Tax Joint Commissioner
Tax Act, 1948 (Appeals)
Delhi Value Added Sales Tax State Tax Tribunal
Tax Act, 2004
Kerala VAT Act, 2003 Sales Tax Deputy Commissioner Appeals
Kerala VAT Act, 2003 Sales Tax Kerala High Court
Kerala VAT Act, 2003 Sales Tax Assistant Commissioner, Sales
tax
Kerala VAT Act, 2003 Sales Tax Intelligence Officer
Maharashtra Value Sales Tax Deputy Commissioner,
Added Tax Act, 2002 Sales Tax
Maharashtra Value Sales Tax Joint Commissioner
Added Tax Act, 2002 (Appeals)
Rajasthan Value Added Sales Tax Assistant Commissioner,
Tax Act, 2003 Sales tax
The Bihar Value Added Sales Tax State Tax Tribunal
Tax Act, 2005
Uttar Pradesh Trade Sales Tax State Tax Tribunal
Tax Act, 1948
Uttar Pradesh Trade Sales Tax Assessing Officer
Tax Act, 1948
Uttar Pradesh Trade Sales Tax Assessing Officer
Tax Act, 1948
(Uttrakhand Amendment)
Uttar Pradesh Value Sales Tax Deputy Commissioner,
Added Tax Act, 2008 Sales Tax
Uttar Pradesh Value Sales Tax High Court Allahabad
Added Tax Act, 2008
Uttar Pradesh Value Sales Tax Additional Commissioner
Added Tax Act, 2008 (Appeals)
The Finance Act, 1994 Service Tax Customs Excise & Service
Tax Appellate Tribunal
The Finance Act, 1994 Service Tax High Court, Mumbai
The Finance Act, 1994 Service Tax Punjab & Haryana High Court
The Finance Act, 1994 Service Tax Commissioner of Central
Excise & Service Tax
The Finance Act, 1994 Service Tax Commissioner of Central
Excise & Service Tax (Appeals)
Name of Statute Period to Amount Amount
which the Involved Unpaid
Amount Relates (Rs. in Mn) (Rs. in Mn)
Customs Act, 1962 2003-04 7.12 7.12
Karnataka Tax on Entry 2004-05 8.92 8.92
of Goods Act, 1979
MP Entry Tax Act, 1976 1998-16 540.24 108.14
Orissa Entry Nov 08 to 48.13 33.13
Tax Act, 1999 Mar 16
Rajasthan Tax On Entry 2008-16 152.08 71.16
Of Goods Into Local Areas
Act, 1999
The Bihar Value Added 2010-14 2.25 2.11
Tax Act, 2005
The Uttar Pradesh Tax 1999-10, 2011-12 35.26 17.27
on Entry of Goods
Act, 2000, Uttar Pradesh
Trade Tax Act, 1948
Uttar Pradesh Trade 2001-04 1.21 0.57
Tax Act, 1948
Himachal Pradesh 2010-16 81.15 47.19
Entry Tax Act, 2010
The Jammu & Kashmir 2009-16 267.94 -
Entry Tax on Goods
Act, 2000
Income Tax Act,1961 2002-16 61,751.56 48,522.75
Income Tax Act,1961 2002-05, 2006-15 1,568.07 235.47
Income Tax Act,1961 2001-02 1.38 1.38
Income Tax Act,1961 2003-09 131.58 -
Income Tax Act,1961 2006-09 129.80 -
Income Tax Act,1961 2006-13 29.05 29.05
Income Tax Act,1961 2006-10 25.10 -
Income Tax Act,1961 2002-04 9.47 -
Income Tax Act,1961 2007-10 30.73 0.32
Central Sales Tax Act, 1956 2010-11 3.61 1.47
Central Sales Tax Act, 1956 2008-09, 2011-12 37.79 27.79
Delhi Sales Tax 2002-03 1.86 -
Act, 1975
Gujarat Sales Tax 1998-02 8.83 7.04
Act, 1969
Gujarat Sales Tax Apr 06 to Dec 06 1.04 0.83
Act, 1969
Kerala Sales tax 1997-98 0.05 0.05
Act, 1963
Kerala Sales tax 1998-99 0.06 0.06
Act, 1963
Madhya Pradesh 2000-01 0.48 0.31
Commercial Tax Act, 1994
Madhya Pradesh 2003-11 44.84 25.96
Commercial Tax Act, 1994
Madhya Pradesh 2011-13 6.96 6.96
Commercial Tax Act, 1994
Madhya Pradesh 2013-14 0.76 0.76
Commercial Tax Act, 1994
The Jammu & Kashmir 2009-16 494.37 494.37
General Sales Tax Act, 1962
Uttar Pradesh Trade 2003-05 1.24 -
Tax Act, 1948
Uttar Pradesh Trade 2002-06, 2007-12 6.20 1.10
Tax Act, 1948
Delhi Value Added 2007-08 14.05 11.84
Tax Act, 2004
Kerala VAT Act, 2003 2009-10, 2011-12, 0.98 0.98
2014-15
Kerala VAT Act, 2003 2011-12 65.47 65.47
Kerala VAT Act, 2003 2011-12 1.38 1.38
Kerala VAT Act, 2003 2005-06, 2012-14 0.59 0.59
Maharashtra Value 2011-12 15.15 15.15
Added Tax Act, 2002
Maharashtra Value 2008-09 308.43 308.42
Added Tax Act, 2002
Rajasthan Value Added 2011-12 0.01 0.01
Tax Act, 2003
The Bihar Value Added 2008-14 34.01 22.03
Tax Act, 2005
Uttar Pradesh Trade 2006-08 0.69 0.58
Tax Act, 1948
Uttar Pradesh Trade 2008-10, 2011-14 23.34 20.17
Tax Act, 1948
Uttar Pradesh Trade 2009-10 0.07 -
Tax Act, 1948
Uttar Pradesh Trade 2006-07, Apr 12
Tax Act, 1948 to Jul 12 2.67 1.54
Uttar Pradesh Trade 2007-08 0.71 -
Tax Act, 1948
Uttar Pradesh Trade 2009-12 17.56 13.16
Tax Act, 1948
The Finance Act, 1994 2003-15 3,171.60 3,046.42
The Finance Act, 1994 2006-08, Oct 08 533.74 -
to Sep 09, Oct 09
to Feb10, Oct11
to Jun 12
The Finance Act, 1994 Oct 98 to Mar 99, 46.02 31.91
Apr 02 to Sep02,
2004-08
The Finance Act, 1994 2004-05, Apr 05 41.98 36.98
to Sep07
The Finance Act, 1994 1999-01, Apr 03 7.49 7.37
to Sep 03, Jul 06
& Jul 07, Nov 08
to Jan 10, 2005-
07, 2008-09
(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of loans or
borrowings to financial institutions, banks and government and dues to
debenture holders.
(ix) During the current year, the Company has not raised money by way
of initial public offer or further public offer (including debt
instruments). In our opinion and according to the information and
explanations given to us, the term loans have been applied by the
Company during the year for the purposes for which they were raised,
other than temporary deployment pending application of proceeds.
(x) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company by its officers or employees has been noticed or
reported during the year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has paid/ provided managerial remuneration in
accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under
clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is in compliance with Section 188 and 177 of
the Companies Act, 2013, for all transactions with the related parties
and the details of related party transactions have been disclosed in
the financial statements etc. as required by the applicable accounting
standards.
(xiv) During the year, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures and hence reporting under clause (xiv) of the Order is not
applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, during the year, the Company has not entered into any
non-cash transactions with its directors or persons connected with him
and hence provisions of section 192 of the Companies Act, 2013 are not
applicable.
(xvi) The Company is not required to be registered under section 45-I
of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm''s Registration No. 117366W/W-100018)
Khurshed Pastakia
Partner
(Membership No. 31544)
Place : Mumbai
Date : April 28, 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
IDEA CELLULAR LIMITED ("the Company"), which comprise the Balance Sheet
as at 31st March, 2015, the Statement of Profit and Loss and 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.
Auditors' 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
thereunder.
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 operating
effectiveness of such control. 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 31st March, 2015, and its profit and its cash flows for the year
ended on that date.
Emphasis of Matters
We draw attention to Note 32 (i) to the financial statements. The
Department of Telecommunication (DoT) has issued demand notices dated
8th January 2013 towards one time spectrum charges for spectrum held by
the Company beyond 6.2 Mhz for the period from 1st July 2008 to 31st
December 2012 amounting to Rs. 3,691.30 Million and beyond 4.4 Mhz for
the period from 1st January 2013 till the expiry of the license
amounting to Rs. 17,443.70 Million in the respective telecom service
areas. In the opinion of the Company, inter-alia, the above demand
amounts to alteration of financial terms of the licenses issued in the
past. The Company therefore filed a petition before the Hon'ble High
Court of Bombay, which has directed DoT, not to take any coercive
action until the matter is further heard.
The financial impact of the abovementioned matter is dependent upon the
outcome of the petition filed by Company in the Hon'ble High Court of
Bombay and therefore no effect for the one time spectrum charges has
been given in these financial statements.
Our opinion is not modified in respect of this matter.
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 in terms of Section 143(11) of
the Act, we give in the Annexure 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
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 31st March, 2015
taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March 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 on its
financial position in its financial statements - 32 (i) & (iii) 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;
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure to the Independent Auditors' Report
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed
assets were physically verified by the Management during the year.
According to information and explanation given to us the Management is
in the process of reconciling the results of such physical verification
with the fixed assets register. Management believes that differences
if any, arising out of such reconciliation are not expected to be
material.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those lying with the
third parties, were 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 were 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 explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the Register maintained
under section 189 of the Companies Act, 2013.
4. In our opinion and according to the information and explanations
given to us, having regard to explanation that certain items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business with regard to purchases of inventory and
fixed assets and for the rendering of services. During the course of
our audit, we have not observed any major weakness in such internal
control system.
5. According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
sections 73 to 76 of the Companies Act, 2013 and the rules framed there
under are applicable.
6. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2014
prescribed by the Central Government under section 148(1) of the
Companies Act, 2013 and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
7. According to information and explanations given to us, in respect
of statutory dues:
a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees' State Insurance,
Income Tax, Wealth Tax, Service Tax, Customs Duty, Value Added Tax /
Sales Tax, Cess and other material statutory dues applicable to it with
the appropriate authorities. As explained to us, the Company did not
have any dues on account of Excise duty and Investor Education and
Protection Fund.
b) There were no undisputed amount payable in respect of Provident
Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax,
Customs Duty, Value Added Tax / Sales Tax, Cess and other material
statutory dues in arrears, as at 31st March 2015 for a period of more
than six months from the date they became payable.
c) There are no amounts that are due to be transferred to Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder.
d) There are no dues of Wealth Tax and Cess which have not been
deposited on account of any dispute. Details of dues of Income Tax,
Sales Tax, Service Tax, Customs duty and Entry Tax which have not been
deposited as on 31st March 2015 by the Company on account of disputes
are given below:
Name of the Nature of Period to which
Statute Dues the amount pertains
Customs Act, 1962 Custom Duty 2003-04
Haryana Land
Development
Tax Act, 2001 Entry Tax 2002-03
Himachal Pradesh
Entry Tax Act, 2010 Entry Tax 2010-15
Karnataka Tax on
Entry of Goods Entry Tax 2004-05
Act, 1979
MP Entry Tax Act, 1976 Entry Tax 1998-01
MP Entry Tax Act, 1976 Entry Tax 2001-06
MP Entry Tax Act, 1976 Entry Tax 2007-09, 2012-13
MP Entry Tax Act, 1976 Entry Tax 1998-01, 2003-04,
2005-12
Rajasthan Tax On
Entry Of Goods Into Entry Tax 2008-11, 2012-14
Local Areas Act, 1999
The Bihar Value
Added Tax Act, 2005 Entry Tax 2010-12
The Jammu & Kashmir Entry Tax 2009-13
Entry Tax on
Goods Act, 2000
The Uttar Pradesh
Tax on Entry of Entry Tax 2007-08
Goods Act, 2000
The Uttar Pradesh
Tax on Entry of Entry Tax 1999-00, 2001-05,
Goods Act, 2000 2006-07, April
2007 to
December 2007
The Uttar Pradesh
Tax on Entry of Entry Tax January 2008 to
March 2008
Goods Act, 2000
Uttar Pradesh Trade
Tax Act, 1948 Entry Tax 2005-06
Uttar Pradesh Trade
Tax Act, 1948 Entry Tax 2008-10
Uttar Pradesh Trade
Tax Act, 1948 Entry Tax 2001-04
(UTTRAKHAND AMENDEMENT)
Orissa Entry Tax Entry Tax November 2008 to
Act, 1999 October 2009
Income Tax Act, 1961 Income Tax 2001-15
Income Tax Act, Income Tax 2010-13
Income Tax Act, Income Tax 2007-10
1961
Income Tax Act, Income Tax 2001-02
1961
Income Tax Act, Income Tax 2003-05, 2006-12
1961
Income Tax Act, Income Tax 2007-09
1961
Central Sales Tax Sales Tax 2011-12
Act, 1956
Central Sales Tax Sales Tax 2008-09, 2010-11
Act, 1956
Gujarat Sales Tax Sales Tax April 2006 to
Act, 1969 December 2006
Gujarat Sales Tax Sales Tax 1998-02
Act, 1969
Kerala Sales Tax Sales Tax 1997-98
Act, 1963
Kerala Sales Tax Sales Tax 1998-99
Act, 1963
Madhya Pradesh Sales Tax 2000-01
Commercial
Tax Act, 1994
Madhya Pradesh Sales Tax 2003-11
Commercial
Tax Act, 1994
Madhya Pradesh Sales Tax 2011-13
Commercial
Tax Act, 1994
Maharashtra Value Sales Tax 2008-09
Added Tax
Act,2002
The Bihar Value Sales Tax 2008-09, 2010-13
Added Tax
Act,2005
The Bihar Value Sales Tax 2009-10, 2013-14
Added Tax
Act,2005
Uttar Pradesh Sales Tax 2005-06, 2008-10
Trade
Tax Act,1948
Uttar Pradesh Sales Tax 2012-14
Trade
Tax Act,1948
Uttar Pradesh Sales Tax 2007-08
Trade
Tax Act,1948
Uttar Pradesh Sales Tax 2009-12, April 2013
Value Added to August 2013
Tax Act,2008
Uttar Pradesh Sales Tax April 2012 to
Value Added July 2012
Tax Act,2008
Delhi Value Sales Tax 2007-08
Added
Tax Act, 2004
The Jammu & Sales Tax 2009-15
Sales Tax
Act,1962
Kerala VAT Sales Tax 2011-12
Act,2003
Kerala VAT Sales Tax 2005-06, 2009-10,
Act,2003 2012-15
The West Bengal Sales Tax 2011-12
Value Added
Tax Act,2003
The Finance Service Tax 2005-07, April
Act,1994 2007 to
July 2007, 2008-10
The Finance
Act,1994 Service Tax April 2004 to
December 2008
The Finance
Act,1994 Service Tax 2003-12
The Finance
Act,1994 Service Tax 2006-08,October
2008 to September
2009, October
2009 to February
2010, October 2011
to June 2012
The Finance
Act,1994 Service Tax October 1998 to March
1999, April 2002 to
September 2002,
2004-07
Name of the Nature of Amount Forum where
Statute Dues (Rs. Mn) the dispute
is pending
Customs Act, 1962 Custom Duty 7.12 Customs Excise
& Service Tax
Appellate
Tribunal
Haryana Land
Development Entry Tax 9.52 State Tax
Tax Act, 2001 Tribunal
Himachal Pradesh 56.77 Asst. Excise
Entry Tax Act, 2010 Entry Tax & Taxation
Commissioner
Karnataka Tax on 8.92 High Court
Entry of Goods Entry Tax of Karnataka
Act, 1979
MP Entry Tax Entry Tax 0.13 Asst.
Act, 1976 Commissioner,
Entry Tax
MP Entry Tax Act, 1976 Entry Tax 6.51 State Tax
Tribunal
MP Entry Tax Act, 1976 Entry Tax 23.48 Deputy
Commissioner
(Appeals)
MP Entry Tax Act, 1976 Entry Tax 137.37 Madhya Pradesh
High Court
Rajasthan Tax On 35.69 Supreme Court
Entry Of Goods Into Entry Tax
Local Areas Act, 1999
The Bihar Value 1.06 Joint
Commissioner
(Appeals)
Added Tax Act, 2005 Entry Tax
77.42 Srinagar High
The Jammu & Kashmir Entry Tax Court
Entry Tax on
Goods Act, 2000
The Uttar Pradesh 2.03 State Tax
Tax on Entry of Entry Tax Tribunal
Goods Act, 2000
The Uttar Pradesh 8.63 High Court
Tax on Entry of Entry Tax Allahabad
Goods Act, 2000
The Uttar Pradesh
Tax on Entry of Entry Tax 4.16 State Tax
Tribunal
Goods Act, 2000
Uttar Pradesh Trade 0.17 Additional
Tax Act, 1948 Entry Tax Commissioner
(Appeals)
Uttar Pradesh Trade 5.17 High Court
Tax Act, 1948 Entry Tax Allahabad
Uttar Pradesh Trade 0.57 High Court
Tax Act, 1948 Entry Tax Nainital
(UTTRAKHAND
AMENDEMENT)
Orissa Entry Tax Entry Tax 5.20 Supreme Court
Act, 1999
53,082.85 Commissioner
of Income Tax
Income Tax Act, 1961 Income Tax (Appeals)
Income Tax Act, Income Tax 10.45 Deputy
Commissioner
(Appeals)
Income Tax Act, Income Tax 0.32 High Court
1961 Gujarat
Income Tax Act, Income Tax 1.38 High Court of
1961 Karnataka
Income Tax Act, Income Tax 126.94 Income Tax
1961 Appellate
Tribunal
Income Tax Act, Income Tax 0.09 Income Tax
1961 Officer
Central Sales Tax Sales Tax 0.09 Commissioner
Act, 1956 of Commercial
Taxes
(Appeals)
Central Sales Tax Sales Tax 5.39 Deputy
Act, 1956 Commissioner,
Sales Tax
Gujarat Sales Tax Sales Tax 0.83 Assessing
Act, 1969 Officer
Gujarat Sales Tax Sales Tax
Act, 1969 7.04 State Tax
Tribunal
Kerala Sales Tax Sales Tax
Act, 1963 0.05 State Tax
Tribunal
Kerala Sales Tax Sales Tax 0.06 Deputy
Act, 1963 Commissioner,
Sales Tax
Madhya Pradesh Sales Tax
Commercial 0.31 CG Appellate
Tax Act, 1994 Board
Madhya Pradesh Sales Tax 25.96 State Tax
Commercial Tribunal
Tax Act, 1994
6.96 Deputy
Madhya Pradesh Sales Tax Commissioner
Commercial (Appeals)
Tax Act, 1994
308.42 Deputy
Maharashtra Value Sales Tax Commissioner,
Added Tax Sales Tax
Act,2002
The Bihar Value Sales Tax 16.48 State Tax
Added Tax Tribunal
Act,2005
The Bihar Value Sales Tax 5.55 Joint
Added Tax Commissioner
Act,2005 (Appeals)
Uttar Pradesh Sales Tax 0.59 Joint
Trade Commissioner
Tax Act,1948 (Appeals)
Uttar Pradesh Sales Tax 3.86 Assessing
Trade Officer
Tax Act,1948
Uttar Pradesh Sales Tax 0.58 State Tax
Trade Tribunal
Tax Act,1948
Uttar Pradesh Sales Tax 8.79 Additional
Value Added Commissioner
Tax Act,2008 (Appeals)
Uttar Pradesh Sales Tax 1.54 Deputy
Value Added Commissioner,
Tax Act,2008 Sales Tax
Delhi Value Sales Tax 11.84 State Tax
Added Tribunal
Tax Act, 2004
The Jammu & Sales Tax 299.80 Srinagar High
Sales Tax Court
Act,1962
Asst.
Kerala VAT Sales Tax 1.38 Commissioner,
Act,2003 Sales Tax
Kerala VAT Sales Tax 1.12 Intelligence
Act,2003 Officer
The West Bengal Sales Tax 0.65 Commissioner of
Value Added Commercial
Tax Act,2003 Taxes (Appeals)
The Finance Service Tax 4.27 Commissioner of
Act,1994 Central Excise
& Service Tax
(Appeals)
The Finance Service Tax 58.82 Commissioner of
Act,1994 Service Tax
The Finance Service Tax 703.38 Customs Excise &
Act,1994 Appellate
Tribunal
The Finance Service Tax 533.74 High Court
Act,1994 Mumbai
The Finance Service Tax 12.54 Punjab and
Act,1994 Haryana High
Court
8. The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses in the
financial year and in the immediately preceding financial year.
9. 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, financial institutions and debenture holders.
10. 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.
11. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
12. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Khurshed Pastakia
Partner
(Membership No. 31544)
Place : Mumbai
Date :28th April, 2015
Mar 31, 2014
We have audited the accompanying financial statements of IDEA CELLULAR
LIMITED ("the Company"), which comprise the Balance Sheet as at 31st
March 2014, the Statement of Profit and Loss and 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 Financial Statements
The Company''s 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 notified under the Companies
Act, 1956 ("the Act") (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs)
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.
Auditors'' 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 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 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 Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2014;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of Matter
We draw attention to Note 31 (i) to the financial statements. The
Department of Telecommunication (DoT) has issued demand notices dated
8th January 2013 towards one time spectrum charges for spectrum held by
the Company beyond 6.2 Mhz for the period from 1st July 2008 to 31st
December 2012 amounting to Rs. 3,691.30 Mn. and beyond 4.4 Mhz for the
period from 1st January 2013 till the expiry of the license amounting
to Rs. 17,443.70 Mn. in the respective telecom service areas. In the
opinion of the Company, inter-alia, the above demand amounts to
alteration of financial terms of the licenses issued in the past. The
Company therefore filed a petition before the Hon''ble High Court of
Bombay, which has directed DoT, not to take any coercive action until
the matter is further heard.
The financial impact of the abovementioned matter is dependent upon the
outcome of the petition filed by Company in the Hon''ble High Court of
Bombay and therefore no effect for the one time spectrum charges has
been given in these financial statements.
Our opinion is not qualified in respect of this matter.
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 in terms of Section 227(4A) 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 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate
Affairs).
(e) On the basis of the written representations received from the
directors as on 31st March 2014 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March 2014
from being appointed as a director in terms of Section 274(1)(g) of the
Act.
Annexure to the Independent Auditors'' Report
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the Management during the year. According
to information and explanation given to us the Management is in the
process of reconciling the results of such physical verification with
the fixed assets register. Management believes that differences if any,
arising out of such reconciliation are not expected to be material.
c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those lying with the
third parties, were 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 were 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 explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties covered in the
Register maintained under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to explanation that certain items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business with regard to purchases of inventory and
fixed assets and for the rendering of services. During the course of
our audit, we have not observed any major weaknesses in such internal
control system.
5. In our opinion and according to the information and explanations
given to us, there were no contracts or arrangements, particulars of
which needed to be entered in the register maintained under section 301
of the Companies Act, 1956.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
sections 58A and 58AA of the Companies Act, 1956 and the rules framed
there under are applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011 and The
Cost Accounting Records (Telecommunication Industry) Rules, 2011
prescribed by the Central Government under section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
9. According to information and explanations given to us, in respect
of statutory dues:
a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees'' State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Excise Duty and Investor Education and Protection Fund.
b) There were no undisputed amount payable in respect of Provident
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Cess and other material statutory dues in
arrears, as at 31st March 2014 for a period of more than six months
from the date they became payable.
c) There are no dues of Wealth Tax and Cess which have not been
deposited on account of any dispute. Details of dues of Income Tax,
Sales Tax, Service Tax, Customs duty and Entry Tax which have not been
deposited as on 31st March 2014 by the Company on account of disputes
are given below:
Name of the Statute Nature of Period to which
Dues the amount pertains
Customs Act, 1962 Custom Duty 2003-04
Haryana Land Development Entry Tax 2002-03
Tax Act, 2001
Himachal Pradesh Entry
Tax Act, 2010 Entry Tax 2010 to 14
Karnataka Tax on Entry of Entry Tax 2004-05
Goods Act, 1979
MP Entry Tax Act, 1976 Entry Tax 1998 to 01
MP Entry Tax Act, 1976 Entry Tax 2006-07
MP Entry Tax Act, 1976 Entry Tax 1998 to 01,
2005-2006, 2007 to 11
MP Entry Tax Act, 1976 Entry Tax 2002 to 06
The Uttar Pradesh Tax on
Entry of Entry Tax 1999-00, 2001 to 04,
Goods Act, 2000 2006-07
The Uttar Pradesh Tax on
Entry Entry Tax 2004-05
of Goods Act, 2000
The Uttar Pradesh Tax on
Entry Entry Tax 2007-08
of Goods Act, 2000
Uttar Pradesh Trade Tax
Act, 1948 Entry Tax 2005-06
Uttar Pradesh Trade Tax
Act, 1948 Entry Tax 2008 to 10
Uttar Pradesh Trade Tax
Act, 1948 Entry Tax 2001 to 04
(UTTRAKHAND AMENDEMENT)
Orissa Entry Tax
Act, 1999 Entry Tax Nov-08 to Oct-09
The Jammu & Kashmir
Entry Tax Entry Tax 2009 to 13
on Goods Act, 2000
Rajasthan Tax On
Entry Of Goods Entry Tax 2008 to 11
Into Local Areas Act,
1999
Income Tax Act, 1961 Income Tax Jan-08 to Mar-08,
Jul-08 to
Sep-08, Jan-09 to
Mar-09, 2007 to 13
Income Tax Act, 1961 Income Tax 2002 to 13
Income Tax Act, 1961 Income Tax 2007 to 10
Income Tax Act, 1961 Income Tax 2000-01, 2002 to 05
Income Tax Act, 1961 Income Tax 2004-05, 2008 to 11,
2011-12 Q1 and Q2
Income Tax Act, 1961 Income Tax 2010 to 12
Central Sales Tax Act,
1956 Sales Tax 2008-09
Delhi Sales Tax Act, 1975 Sales Tax 2004-05
Delhi Value Added Tax
Act, 2004 Sales Tax 2007-08
Gujarat Sales Tax Act,
1969 Sales Tax Apr-06 to Dec-06
Gujarat Sales Tax Act,
1969 Sales Tax 1998 to 02
Kerala Sales tax Act,
1963 Sales Tax 1998-99
Kerala Sales tax Act,
1963 Sales Tax 1997-98
Kerala VAT Act, 2003 Sales Tax 2011-12
Kerala VAT Act, 2003 Sales Tax 2012-13
Kerala VAT Act, 2003 Sales Tax 2005-06, 2013-14
Madhya Pradesh Commercial Sales Tax 2000-01
Tax Act, 1994
Madhya Pradesh Commercial Sales Tax 2010-11
Tax Act, 1994
Madhya Pradesh Commercial Sales Tax 2003 to 06, 2007 to 10
Tax Act, 1994
Maharashtra Value Added
Tax Sales Tax 2008-09
Act, 2002
Name of the Statue Amount Forum where the
(Rs. Mn) dispute is pending
Customs Act, 1962 7.12 Customs Excise & Service Tax
Appellate Tribunal
Haryana Land Development
Tax Act, 2001 9.52 State Tax Tribunal
Himachal Pradesh Entry Tax
Act, 2010 49.50 Asst. Excise & Taxation
Commissioner
Karnataka Tax on Entry of
Goods Act, 1979 8.92 High Court of Karnataka
MP Entry Tax Act, 1976 0.13 Asst. Commissioner, Entry Tax
MP Entry Tax Act, 1976 0.00 CG Appellate Board
MP Entry Tax Act, 1976 88.54 Madhya Pradesh High Court
MP Entry Tax Act, 1976 7.36 State Tax Tribunal
The Uttar Pradesh Tax on Entry of
Goods Act, 2000 5.88 High Court Allahabad
The Uttar Pradesh Tax on Entry of
Goods Act, 2000 2.08 Joint Commissioner (Appeals)
The Uttar Pradesh Tax on Entry of
Goods Act, 2000 8.48 State Tax Tribunal
Uttar Pradesh Trade Tax Act,
1948 0.17 Additional Commissioner
(Appeals)
Uttar Pradesh Trade Tax Act,
1948 8.27 State Tax Tribunal
Uttar Pradesh Trade Tax Act, 1948
(UTTRAKHAND AMENDEMENT) 0.57 High Court Nainital
Orissa Entry Tax Act, 1999 5.20 Hon''ble Supreme Court
The Jammu & Kashmir Entry Tax
on Goods Act, 2000 77.42 Srinagar High Court
Rajasthan Tax On Entry Of Goods
Into Local Areas Act, 1999 10.87 Rajasthan High Court
Income Tax Act, 1961 2,502.62 Assessing officer
Income Tax Act, 1961 14,755.56 Commissioner of Income
Tax (Appeals)
Income Tax Act, 1961 0.32 Gujarat High Court
Income Tax Act, 1961 4.15 High Court of Karnataka
Income Tax Act, 1961 103.16 Income Tax Appellate Tribunal
Income Tax Act, 1961 371.71 Joint Commissioner of Income
Tax (Appeals)
Central Sales Tax Act, 1956 3.92 Deputy Commissioner, Sales Tax
Delhi Sales Tax Act, 1975 89.21 Additional Commissioner
(Appeals)
Delhi Value Added Tax Act, 2004 11.84 State Tax Tribunal
Gujarat Sales Tax Act, 1969 0.83 Assessing officer
Gujarat Sales Tax Act, 1969 7.04 State Tax Tribunal
Kerala Sales tax Act, 1963 0.06 Deputy Commissioner,
Sales Tax
Kerala Sales tax Act, 1963 0.05 State Tax Tribunal
Kerala VAT Act, 2003 1.38 Asst. Commissioner, VAT
Kerala VAT Act, 2003 0.07 Commercial Tax Officer
Kerala VAT Act, 2003 0.52 Intelligence Officer
Madhya Pradesh Commercial
Tax Act, 1994 0.31 CG Appellate Board
Madhya Pradesh Commercial
Tax Act, 1994 2.14 Deputy Commissioner (Appeals)
Madhya Pradesh Commercial
Tax Act, 1994 24.57 State Tax Tribunal
Maharashtra Value Added Tax
Act, 2002 308.42 Deputy Commissioner,
Sales Tax
Name of the Statute Nature of Period to which
Dues the amount pertains
Punjab VAT Act, 2005 Sales Tax 2006 to 08
The Bihar Value Added
Tax Act, 2005 Sales Tax 2010 to 13
The Bihar Value Added
Tax Act, 2005 Sales Tax 2008-09
The Jammu & Kashmir
General Sales Tax 2009 to 14
Sales Tax Act, 1962
Uttar Pradesh Value
Added Sales Tax 2005-06, 2008 to 10
Tax Act, 2008
Uttar Pradesh Value
Added Tax Act, 2008 Sales Tax 2012 to 14
Uttar Pradesh Value
Added Tax Act, 2008 Sales Tax Apr-07 to Dec-07
Uttar Pradesh Value
Added Tax Act, 2008 Sales Tax 2009 to 12, Apr-13
to Aug-13
Uttar Pradesh Value
Added Tax Act, 2008 Sales Tax 2007-09, Jul-09
to Sept-09, Apr-12
to Jul-12
Finance Act, 1994
(Service Tax Service Tax 2005 to 07 and
provisions) Apr-07 to Jul-07
Finance Act, 1994
(Service Tax Service Tax 2004-05, Apr-05 to Sep-06,
provisions) 2004-Upto Dec-08, Oct-05
to Mar-06
Finance Act, 1994
(Service Tax Service Tax 2003 to 11, 2011 to Jun-12
provisions)
Finance Act, 1994
(Service Tax Service Tax Dec-07 to Mar-08
provisions)
Finance Act, 1994
(Service Tax Service Tax Oct-98 to Mar-99, Apr-02
to
provisions) Sep-02, 2004 to 07
Name of the Statue Amount Forum where the
(Rs. Mn) dispute is pending
Punjab VAT Act, 2005 61.56 Asst. Excise & Taxation
Commissioner
The Bihar Value Added Tax Act,
2005 14.88 Joint Commissioner (Appeals)
The Bihar Value Added Tax Act,
2005 1.60 State Tax Tribunal
The Jammu & Kashmir General
Sales Tax Act, 1962 188.76 Srinagar High Court
Uttar Pradesh Value Added
Tax Act, 2008 0.38 Joint Commissioner (Appeals)
Uttar Pradesh Value Added Tax
Act, 2008 3.86 Assessing officer
Uttar Pradesh Value Added Tax
Act, 2008 2.73 High Court Allahabad
Uttar Pradesh Value Added Tax Act,
2008 8.79 Additional Commissioner
(Appeals)
Uttar Pradesh Value Added Tax
Act, 2008 10.70 State Tax Tribunal
Finance Act, 1994 (Service Tax
provisions) 3.68 Commissioner of Central
Excise & Service Tax
(Appeals)
Finance Act, 1994 (Service Tax
provisions) 58.82 Commissioner Service Tax
Finance Act, 1994 (Service Tax
provisions) 1,330.93 Customs Excise & Service Tax
Appellate Tribunal
Finance Act, 1994 (Service Tax
provisions) 113.85 Joint Commissioner
Finance Act, 1994 (Service Tax
provisions) 12.54 Punjab & Haryana High Court
10. The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses in the
financial year and in the immediately preceding financial year.
11. 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, financial institutions and 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 Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of paragraph 4(xiii) of the said
Order are not applicable to the Company.
14. According to the information and explanations given to us, the
Company is not dealing in or trading in shares, securities, debentures
and other investments.
15. 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.
16. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
17. In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short term basis amounting to Rs.
32,343.29 Mn. have been used for long term investment.
18. According to information and explanations given to us, the Company
has not made preferential allotment of shares to parties and companies
covered in the Register maintained under section 301 of the Companies
Act, 1956.
19. According to information and explanations given to us, the Company
has not issued any debentures during the year.
20. According to information and explanations given to us, during the
year covered by our audit report, the Company has not raised any money
by public issue.
21. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year other than
few cases of unauthorised services utilised by subscribers/ external
parties valued at Rs. 73.38 Mn. (Approx) detected and appropriately dealt
with by the Management.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm''s Registration No. 117366W/W-100018)
Khurshed Pastakia
(Partner)
(Membership No. 31544)
Place : Mumbai
Date : 28th April, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of IDEA CELLULAR
LIMITED ("the Company"), which comprise the Balance Sheet as at 31st
March 2013, the Statement of Profit and Loss and 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 Financial Statements
The Company''s 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 Section 211(3C)
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.
Auditors'' 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 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 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 Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of Matter
a) We draw attention to Note 30 to the financial statement. The
Division Bench of the Hon''ble High Court of Delhi on 13th July 2012 has
reaffirmed High Court Order dated 5th February 2010 and 4th July 2011
sanctioning the Scheme of Amalgamation of Spice Communications Limited
(Spice) with the Company. Further the Division Bench of the Hon''ble
High Court of Delhi has also pronounced that the Department of
Telecommunications (DoT) has to take decision regarding transfer of
licenses held by erstwhile Spice to the Company arising out of
amalgamation within a period of three months (which had been extended
to 5th January 2013 vide order dated 11th December 2012) and dispute,
if any, between the Company and DoT related to transfer of licenses
should be referred to Hon''ble TDSAT for resolution.
The impact, if any, on the Company is dependent upon the steps to be
taken by DoT in this regard.
b) We draw attention to Note 31 (i) to the financial statement. The DoT
has issued demand notices dated 8th January 2013 towards one time
spectrum charges for spectrum held by the Company beyond 6.2 Mhz for
period from 1st July 2008 to 31st December 2012 amounting to Rs.
3,691.30 Mn. and beyond 4.4 Mhz for period from 1st January 2013 till
the expiry of the license amounting to Rs. 17,443.70 Mn. in the
respective telecom service areas. In the opinion of the Company,
inter-alia, the above demand amounts to alteration of financial terms
of the licenses issued in the past. The Company therefore filed a
petition before the Hon''ble High Court of Bombay, which directed DoT to
respond and not to take any coercive action until next date of hearing,
which is scheduled for 6th May 2013.
The financial impact of the above mentioned matter is dependent upon
the outcome of the petition filed by Company in the Hon''ble High Court
of Bombay and therefore no effect for the one time spectrum charges has
been given in these Financial Statements.
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 in terms of Section 227(4A) 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 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
referred to in Section 211(3C) of the Act.
(e) On the basis of the written representations received from the
directors as on 31st March 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March 2013
from being appointed as a director in terms of Section 274(1)(g) of the
Act.
Annexure to the Auditors'' Report
(Referred to in paragraph 1 under ''Report on Other Legal and
Regulatory Requirements'' section of our report of even date)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the Management during the year. According
to information and explanation given to us the Management is in the
process of reconciling the results of such physical verification with
the fixed assets register. Management believes that differences if any,
arising out of such reconciliation are not expected to be material.
c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those lying with the
third parties, were 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 were 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 explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties covered in the
Register maintained under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to explanation that certain items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business with regard to purchases of inventory and
fixed assets and for the rendering of services. During the course of
our audit, we have not observed any major weaknesses in such internal
control system.
5. In our opinion and according to the information and explanations
given to us, there were no contracts or arrangements, particulars of
which needed to be entered in the register maintained under section 301
of the Companies Act, 1956 and hence provisions of paragraph 4(v)(b) of
the said Order relating to reasonableness of price having regard to
prevailing market price is not applicable to the Company.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
sections 58A and 58AA of the Companies Act, 1956 and the rules framed
there under are applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.
9. According to information and explanations given to us, in respect
of statutory dues:
a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees'' State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Excise duty and Investor Education and Protection Fund.
b) There were no undisputed amount payable in respect of Provident
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Cess and other material statutory dues in
arrears, as at 31st March 2013 for a period of more than six months
from the date they became payable.
c) There are no dues of Wealth Tax and Cess which have not been
deposited on account of any dispute. Details of dues of Income Tax,
Sales Tax, Service Tax, Customs duty and Entry Tax which have not been
deposited as on 31st March 2013 by the Company on account of disputes
are given below:
Name of the Statute Nature of Period to which
Dues the amount pertains
Customs Act, 1962 Custom Duty 2003-04
Haryana Land Development Entry Tax 2002-03
Tax Act, 2001
Himachal Pradesh Entry Entry Tax 2010-11 to 2012-13
Tax Act, 2010
Karnataka Tax on Entry of Entry tax 2004-05
Goods Act, 1979
MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2005-06
MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2000-01
MP Entry Tax Act, 1976 Entry Tax 2005-06 to 2007-08,
2009-10
MP Entry Tax Act, 1976 Entry Tax 2006-07 to 2008-09,
2010-11
Orissa Entry Tax Act, 1999 Entry Tax 2008-09, 2009-10
Name of the Statute Amount Forum where the
(Rs. Mn.) dispute is pending
Customs Act, 1962 7.12 Customs Excise & Service Tax
Appellate Tribunal
Haryana Land Development
Tax Act 2001 9.52 Appellate Tribunal
Himachal Pradesh Entry Tax
Act 2010 36.44 Asst. Excise & Taxation
Commisioner, Shimla
Karnataka Tax on Entry of
Goods Act 1979 8.92 Karnataka High Court
MP Entry Tax Act 1976 11.82 Commercial Tax Tribunal-
Madhya Pradesh
MP Entry Tax Act 1976 0.13 Asst. Commissioner,
Entry Tax
MP Entry Tax Act 1976 34.14 Madhya Pradesh High Court
MP Entry Tax Act 1976 35.20 Deputy Commissioner
(Appeals)
Orissa Entry Tax Act, 1999 5.20 Orissa High Court
10. The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses in the
financial year and in the immediately preceding financial year.
11. 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, financial institutions and 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 Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of paragraph 4(xiii) of the said
Order are not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments.
15. 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. Therefore, the provisions of
paragraph 4 (xv) of the said Order are not applicable to the Company.
16. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
17. In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short term basis amounting to
Rs. 20,766.26 Mn. have been used for long term investment.
18. According to information and explanations given to us, the Company
has not made preferential allotment of shares to parties and companies
covered in the Register maintained under section 301 of the Companies
Act, 1956.
19. According to information and explanations given to us, during the
year covered by our audit report, the Company had issued 1,000
debentures of Rs. 10 Mn. each. The Company has created security in
respect of the debentures issued.
20. According to information and explanations given to us, during the
year covered by our audit report, the Company has not raised any money
by public issue.
21. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company has been noticed or reported during the year other than few
cases of unauthorised services utilised by external parties valued at
Rs. 13.13 Mn. (Approx) detected and appropriately dealt with by the
Management.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117 366W)
Khurshed Pastakia
Partner
(Membership No: 31544)
Place: Mumbai
Date : April 25, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Idea Cellular Limited
('the Company') as at March 31, 2012, the Statement of Profit and
Loss and the Cash Flow Statement of the Company for the year ended on
that date, both annexed thereto (together referred to as 'financial
statements'). 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 the 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 misstatements. 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 the 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.
3. Without qualifying our opinion, we draw attention to Note 30 to the
financial statements, the Hon'ble Supreme Court of India, vide
judgment dated February 2, 2012 has quashed the Press Release dated
January 10, 2008 issued by the Department of Telecommunications (DoT)
and consequent grant of 122 licenses. The company and erstwhile Spice
have been issued 9 and 4 licenses respectively in January, 2008 which
have been cancelled due to the above mentioned order of the Hon'ble
Supreme Court.
Of the 13 licenses, 7 licenses are being operated by the Company and
balance 6 overlapping licenses have been impaired in previous financial
years. Vide a further order dated April 24, 2012 the Supreme Court has
allowed the company to operate these licenses upto September 7, 2012.
The impact, if any, on the operations of the said 7 service areas and
on the carrying values of these licenses as on March 31, 2012 amounting
to Rs 2,778 Mn, is dependent upon the steps taken by DoT and outcome of
the auction.
4. Without qualifying our opinion, we draw attention to Note 32 to the
financial statements, the Hon'ble High Court of Delhi on July 4, 2011
has reaffirmed its order dated February 5, 2010 sanctioning the Scheme
of Amalgamation of Spice Communications Limited (Spice) with the
Company. However the judgment transferred & vested unto the Department
of Telecommunications (DoT), the six telecom licenses granted to
erstwhile Spice along with the spectrum (including two operational
licenses for Punjab & Karnataka service areas) till the time permission
of DoT is granted for transfer thereof upon an application from the
Company to that effect. The Company has filed an appeal before the
Appellate Bench of Hon'ble High Court of Delhi, challenging the above
judgment dated July 4, 2011.The Appellate Bench of Hon'ble High Court
of Delhi through interim order has directed DoT to maintain status quo
in respect of the two operational licenses for Punjab & Karnataka and
not to take any coercive action for remaining four non-operational
licenses. The Appellate Bench of Hon'ble High Court of Delhi has
reserved the judgment on the said matter.
Since the matter is sub-judice, the outcome of which is uncertain at
this stage, we are unable to comment on the consequential impact, if
any, on the financial statements.
5. As required by the Companies (Auditor's Report) Order, 2003,
('the said Order'/'CARO') issued by the Central Government in
terms of Section 227(4A) of the Companies Act, 1956, we enclose in the
annexure a statement on the matters specified in the paragraphs 4 and 5
of the said Order.
6. Further to our comments in paragraph 3 and 4 above and the Annexure
referred to in paragraph 5 above, we report as follows:
(a) 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;
(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 Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the notes thereon give the information 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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
(ii) in the case of the Statement of Profit and Loss, of the Profit of
the Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
7. On the basis of the written representations received from the
Directors as on March 31, 2012 and taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2012
from being appointed as a director in terms of Section 274(1)(g) of the
Companies Act, 1956.
Annexure to the Auditors' Report (Referred to in paragraph 5 of our
report of even date)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The fixed Assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to information and
explanation given to us the Management is in the process of reconciling
the results of such physical verification with the fixed assets
register. Management believes that differences if any, arising out of
such reconciliation are not expected to be material.
c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those lying with the
third parties, were 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 were 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 explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. According to the information and explanations given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to/from companies, firms or other parties listed in the register
maintained under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to explanation that certain items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, 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 the sale of goods and services. During the course
of our audit, we have not observed any major weaknesses in such
internal control systems.
5. In our opinion and according to the information and explanations
given to us, there were no contracts, particulars of which needed to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and hence provisions of paragraph 4(v)(b) of the said Order
relating to reasonableness of price having regard to prevailing market
price is not applicable to the Company.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
sections 58A and 58AA of the Companies Act, 1956 and the rules framed
there under are applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956 in respect of telecommunication activities and 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 records with a view to determining whether they are accurate or
complete.
9. According to information and explanations given to us in respect of
statutory dues:
a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees' State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Excise duty and Investor Education and Protection Fund.
b) There were no undisputed amount payable in respect of Income Tax,
Wealth Tax, Customs Duty, Cess and other material statutory dues in
arrears, as at March 31, 2012 for a period of more than six months from
the date they became payable.
c) There are no dues of Wealth Tax and Cess which have not been
deposited on account of any dispute. Details of dues of Income Tax,
Sales Tax, Service Tax, Customs duty and Entry Tax which have not been
deposited as on March 31, 2012 by the Company on account of disputes.
Name of the
Statute Nature of Period to which Amount Forum where the
Dues the amount
pertains (Rs Mn) dispute is pending
Customs
Act, 1962 Custom
Duty 2003-04 7.12 Customs Excise &
Service Tax
Appellate Tribunal
Haryana Land
Development Entry Tax 2002-03 9.52 Appellate Tribunal
Tax Act,
2001
Himachal
Pradesh
Entry Entry Tax 2010-11,
2011-12 25.45 Asst. Excise &
Taxation
Tax Act,
2010 Commissioner,
Shimla
Karnataka
Tax on
Entry of Entry tax 2004-05 8.92 Karnataka High
Court
Goods
Act, 1979
MP Entry
Tax Act,
1976 Entry Tax 1998-99 to
2000-01 0.13 Asst.Commissioner,
Entry Tax
MP Entry
Tax Act,
1976 Entry Tax 1998-99 to
2006-07 14.85 Commercial Tax
Tribunal -
Madhya Pradesh
MP Entry
Tax Act,
1976 Entry Tax 2007-08 21.51 Deputy Commissioner
(Appeals)
Orissa
Entry
Tax
Act, 1999 Entry Tax 2009-10 5.20 Orissa High Court
The Bihar
Value Added
Tax
Act, 2005 Entry Tax 2007-08,
2009-10 1.77 Commercial Tax
Officer
The Jammu
& Kashmir
Entry Tax Entry Tax 2009-10 to
2011-12 81.30 Srinagar High Court
on Goods
Act, 2000
The Uttar
Pradesh
Tax on
Entry Entry Tax 1999-00,
2001-02, 9.13 Allahabad High
Court
of Goods
Act, 2000 2002-03,
2003-04,
2006-07
The Uttar
Pradesh
Tax on
Entry Entry tax 2007-08 8.29 Assessing Officer,
of Goods
Act, 2000 Joint Commissioner
The Uttar
Pradesh
Tax on
Entry Entry Tax 2007-08 2.03 Commercial Tax
Tribunal
of Goods
Act, 2000
The Uttar
Pradesh
Tax on
Entry Entry Tax 2004-05 2.08 Joint Commissioner
(Appeals)
of Goods
Act, 2000
Uttar
Pradesh
Trade
Tax Act,
1948 Entry Tax 2005-06 0.30 Joint Commissioner
(Appeals)
Uttar
Pradesh
Trade
Tax
Act, 1948 Entry Tax 2001-02 to
2003-04 0.57 Uttarakhand High
Court
(Uttrakhand
Amendment)
Income
Tax
Act, 1961 Income Tax 2008-09,
2011-12 29.15 Assistant
Commissioner
of Income Tax
(TDS)
Income
Tax
Act, 1961 Income Tax 2002-03 to
2011-12 682.91 Commissioner of
Income Tax
(Appeals)
Income
Tax
Act, 1961 Income Tax 2003-04 to
2009-10 60.47 Income Tax
Appellate Tribunal
Income
Tax
Act, 1961 Income Tax 2007-08,
2008-09 0.28 Income Tax
Officer - TDS
Income
Tax
Act, 1961 Income Tax 2002-03 to
2004-05 4.15 Karnataka High
Court
Central
Sales
Tax Act,
1956 Sales Tax 2009-10 0.63 Commercial Tax
Officer
Delhi
Sales
Tax
Act, 1975 Sales Tax 2003-04,
2004-05 92.74 Additional
Commissioner
(Appeals)
Delhi
Value
Added
Tax
Act, 2004 Sales Tax 2007-08 14.05 Delhi Value
Added Tax
Appellate Tribunal
Gujarat
Sales Tax
Act, 1969 Sales Tax 1998-99 to
2001-02 7.04 Sales Tax
Appellate Tribunal
Gujarat
Sales Tax
Act, 1969 Sales Tax 2006-07 0.83 Sales Tax Officer
Kerala
Sales
Tax
Act, 1963 Sales Tax 1998-99 0.06 Deputy
Commissioner,
Sales Tax
Kerala
Sales
Tax
Act, 1963 Sales Tax 1997-98,
2000-01 0.20 Sales Tax
Appellate Tribunal
Madhya
Pradesh
Commercial
Tax Sales Tax 2000-01 0.31 CG Appellate Board
Act, 1994
Madhya
Pradesh
Commercial
Tax Sales Tax 2003-04 to
2007-08 26.77 Commercial Tax
Tribunal -
Act, 1994 Madhya Pradesh
Punjab VAT
Act, 2005 Sales Tax 2006-07,
2007-08 61.56 Asst. Excise &
Taxation
Commissioner,
Chandigarh
The Bihar
Value
Added
Tax Act,
2005 Sales Tax 2008-09 3.40 Joint
Commissioner,
Commerial
Tax (Appeals)
Department, Patna
The Jammu
& Kashmir
General Sales Tax 2009-10 to
2011-12 56.59 Srinagar High Court
Sales
Tax
Act, 1962
Uttar
Pradesh
Trade
Tax
Act, 1948 Sales Tax 2007-08 2.54 Allahabad High
Court
Uttar
Pradesh
Trade
Tax
Act, 1948 Sales Tax 2004-05 0.05 Joint Commissioner
(Appeals)
Uttar
Pradesh
Trade
Tax
Act, 1948 Sales Tax 1999-00,
2000-01,
2006-07, 5.18 Trade Tax Tribunal
2007-08,
2008-09
Uttar
Pradesh
Trade
Tax
Act, 1948 Sales Tax 2007-08,
2009-10 1.75 Deputy
Commissioner,
Sales Tax
(Uttrakhand
Amendment)
Uttar
Pradesh
Trade
Tax
Act, 1948 Sales Tax 2006-07 1.04 Joint Commissioner
(Appeals)
(Uttrakhand
Amendment)
Uttar
Pradesh
Value
Added Sales Tax 2007-08 0.22 Additional
Commissioner
(Appeals)
Tax
Act,
2008
Uttar
Pradesh
Value
Added Sales Tax 2006-07,
2007-08,
2009-10 34.13 Commercial Tax
Tribunal
Tax
Act, 2008 Bench II Lucknow
Uttar
Pradesh
Value
Added Sales Tax 2009-10 5.48 Deputy Commissioner
(Appeals)
Tax Act,
2008
Uttar
Pradesh
Value
Added Sales Tax 2011-12 0.32 Joint Commissioner
(Appeals)
Tax Act,
2008
Finance
Act, 1994 Service
tax 2005-06,
2006-07,
2007-08 8.19 Commissioner of
Central Excise
(Service
Tax
provisions) (Appeals)
Finance
Act, 1994 Service
tax 2004-05,
2005-06 7.36 Commissioner of
Service Tax
(Service
Tax
provisions)
Finance
Act, 1994 Service
Tax 2004-05 to
2009-10 1,186.93 Customs Excise
& Service Tax
(Service
Tax
provisions) Appellate Tribunal
Finance
Act, 1994 Service
Tax 1998-99,
2002-03 2.98 Punjab & Haryana
High Court
(Service
Tax
provisions)
10. The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses in the
financial year and in the immediately preceding financial year.
11. 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 and financial institutions.
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 Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of paragraph 4 (xiii) of the
said Order are not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments.
15. 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. Therefore, the provisions of
paragraph 4 (xv) of the said Order are not applicable to the Company.
16. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
17. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on the short term basis have not been used
during the year for long term investment.
18. According to information and explanations given to us, the Company
has not made preferential allotment of shares to parties and companies
covered in the register maintained under section 301 of the Companies
Act, 1956.
19. According to information and explanations given to us, the Company
has not issued any debentures during the year.
20. According to information and explanations given to us, during the
year covered by our audit report, the Company has not raised any money
by public issue.
21. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117 366W)
Hemant M. Joshi
Partner
(Membership No.: 38019)
Place : Mumbai
Date : April 26, 2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Idea Cellular Limited
('the Company') as at March 31, 2011, the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto (together referred to as 'financial statements').
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 the 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 misstatements. 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 the 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.
3. As required by the Companies (Auditor's Report) Order, 2003, ('the
said Order' / 'CARO') issued by the Central Government in terms of
Section 227(4A) of the Companies Act, 1956, we enclose in the annexure
a statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
4. Without qualifying our opinion, we draw attention to note 2 of
schedule 22 B to the financial statements, the Hon'ble High Court of
Delhi on July 4, 2011 has reaffirmed its order dated February 5, 2010
sanctioning the Scheme of Amalgamation of Spice Communications Limited
(Spice) with the Company. However the judgment transferred & vested
unto the Department of Telecommunications (DoT), the six telecom
licenses granted to erstwhile Spice along with the spectrum (including
two operational licenses for Punjab & Karnataka service areas) till the
time permission of DoT is granted for transfer thereof upon an
application from the Company to that effect.
The Company has filed an appeal before the Appellate Bench of Hon'ble
High Court of Delhi, challenging the above judgment dated July 4,
2011.The Appellate Bench of Hon'ble High Court of Delhi through interim
order has directed DoT to maintain status quo in respect of the two
operational licenses for Punjab & Karnataka and not to take any
coercive action for remaining four non-operational licenses, till the
next date of hearing.
Since the matter is sub-judice, the outcome of which is uncertain at
this stage, we are unable to comment on the consequential impact, if
any, on the financial statements.
5. Further to our comments in the Annexure referred to in paragraph 3
above, we report as follows:
(a) 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;
(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 Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to
the explanations given to us and read with our comments in Para 4
above, the said financial statements read together with the notes
thereon give the information 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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
6. On the basis of the written representations received from the
Directors as on March 31, 2011 and taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2011
from being appointed as a director in terms of Section 274(1)(g) of the
Companies Act, 1956.
Annexure to the Auditors' Report
(Referred to in paragraph 3 of our report of even date)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to information and
explanation given to us the Management is in the process of reconciling
the results of such physical verification with the fixed assets
register. Management believes that differences if any, arising out of
such reconciliation are not expected to be material.
c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those lying with the
third parties, were 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 were 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 explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. According to the information and explanations given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to / from companies, firms or other parties listed in the register
maintained under section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to explanation that certain items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, 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 the sale of goods and
services. During the course of our audit, we have not observed any
major weaknesses in such internal controls systems.
5. In our opinion and according to the information and explanations
given to us, there were no contracts, particulars of which needed to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and hence provisions of paragraph 4(v)(b) of the said Order
relating to reasonableness of price having regard to prevailing market
price is not applicable to the Company.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
sections 58A and 58AA of the Companies Act, 1956 and the rules framed
there under are applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956 in respect of telecommunication activities and 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 records with a view to determining whether they are accurate or
complete.
9. According to information and explanations given to us in respect of
statutory dues:
a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees' State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Excise Duty and Investor Education and Protection Fund.
b) There were no undisputed amount payable in respect of Income Tax,
Wealth Tax, Customs Duty, Cess and other material statutory dues in
arrears, as at March 31, 2011 for a period of more than six months from
the date they became payable.
c) There are no dues of Wealth Tax and Cess which have not been
deposited on account of any dispute. Details of dues of Income Tax,
Sales Tax, Service Tax, Customs duty and Entry Tax which have not been
deposited as on March 31, 2011 by the Company on account of disputes:
Name of the Statute Nature of Period to which
Dues the amount pertains
Income Tax Act, 1961 Income Tax 2007-08, 2008-09
Income Tax Act, 1961 Income Tax 2002-03 to 2010-11
Income Tax Act, 1961 Income Tax 2007-08, 2008-09
Income Tax Act, 1961 Income Tax 2003 to 2010
Income Tax Act, 1961 Income Tax 2002-03 to 2004-05
Income Tax Act, 1961 Income Tax 2007-08
Andhra Pradesh General Sales Tax 1997-98, 2002-03,
Sales Tax Act, 1957 2003-04, 2004-05
Andhra Pradesh Value Sales Tax 2005-06 to 2007-08
Added Tax, 2005
Delhi Sales Tax Act,
1975 Sales Tax 2003-04, 2004-05
Gujarat Sales
Tax Act, 1969 Sales Tax 1998-99 to 2001-02
Gujarat Sales
Tax Act, 1969 Sales Tax 2006-07
Kerala Sales
Tax Act, 1963 Sales Tax 1997-98
Kerala Sales
Tax Act, 1963 Sales Tax 1998-99
Madhya Pradesh
Commercial Sales Tax 2004-05, 2007-08
Tax Act, 1994
Madhya Pradesh
Commercial Sales Tax 2000-01
Tax Act, 1994
Madhya Pradesh
Commercial Sales Tax 2003-04 to 2006-07
Tax Act, 1994
Punjab VAT Act, 2005 Sales Tax 2006-07, 2007-08
Uttar Pradesh
Trade Tax Act, 1948 Sales Tax 1999-00, 2001-02,
2004-05, 2007-08
Uttar Pradesh Trade
Tax Act, 1948 Sales Tax 2007-08
(UTTRAKHAND AMENDEMENT)
Uttar Pradesh
Trade Tax Act, 1948 Sales Tax 2006-07
(UTTRAKHAND AMENDEMENT)
Uttar Pradesh
Trade Tax Act, 1948 Sales Tax 2007-08
Uttar Pradesh Trade
Tax Act, 1948 Sales Tax 2006-07
Uttar Pradesh Trade
Tax Act, 1948 Sales Tax 2002-03, 2007-08,
2008-09
Uttar Pradesh Value Sales Tax 2006-07, 2007-08,
Added Act, 2008 2009-10
Uttar Pradesh
Trade Tax Act, 1948 Sales Tax 2007-08
Finance Act, 1994 Service Tax 2003-04 to 2009-10
(Service Tax
provisions)
Finance Act, 1994 Service Tax 2003-04 to 2007-08
(Service Tax
provisions)
Finance Act, 1994 Service Tax 1998-99, 2002-03
(Service Tax
provisions)
Finance Act, 1994 Service Tax 1999-00 to 2003-04
(Service Tax
provisions)
Finance Act, 1994 Service Tax 2006-07
(Service Tax
provisions)
Customs Act, 1962 Custom Duty 2003-04
Haryana Land
Development Entry Tax 2002-03
Tax Act.2001
Name of the Statute Amount Forum where the
(Rs. Mn) dispute is pending
Income Tax Act, 1961 11.37 Assistant Commissioner of
Income Tax
Income Tax Act, 1961 232.18 Commissioner of
Income Tax (Appeals)
Income Tax Act, 1961 29.29 Income Tax Officer à TDS
Income Tax Act, 1961 128.38 Income Tax Appellate
Tribunal
Income Tax Act, 1961 4.15 Karnataka High Court
Income Tax Act, 1961 13.56 Commissioner Of
Appeal-III Lucknow
Andhra Pradesh General
Sales Tax Act, 1957 227.46 Andhra Pradesh High Court
Andhra Pradesh Value
Added Tax, 2005 103.66 Andhra Pradesh High Court
Delhi Sales Tax Act, 1975 92.74 Additional Commissioner
(Appeals)
Gujarat Sales Tax Act, 1969 7.04 Sales Tax Appellate Tribunal
Gujarat Sales Tax Act, 1969 0.83 Assessing officer
Kerala Sales Tax Act, 1963 0.05 Sales Tax Appellate Tribunal
Kerala Sales Tax Act, 1963 0.06 Deputy Commissioner,
Sales Tax
Madhya Pradesh Commercial
Tax Act, 1994 19.70 Deputy Commissioner, Appeal
Madhya Pradesh Commercial
Tax Act, 1994 0.31 CG Appellate Board
Madhya Pradesh Commercial
Tax Act, 1994 10.59 Commercial Tax Tribunal -
Madhya Pradesh
Punjab VAT Act, 2005 61.56 Assistant Excise & Taxation
Commissioner, Chandigarh
Uttar Pradesh Trade
Tax Act, 1948 3.48 Joint Commissioner (Appeals)
Uttar Pradesh Trade
Tax Act, 1948
(UTTRAKHAND AMENDEMENT) 1.69 Deputy Commissioner,
Sales Tax
Uttar Pradesh Trade
Tax Act, 1948
(UTTRAKHAND AMENDEMENT) 0.94 Joint Commissioner (Appeals)
Uttar Pradesh Trade
Tax Act, 1948 1.10 Additional Commissioner
(Appeals)
Uttar Pradesh Trade
Tax Act, 1948 3.39 Joint Commissioner
Uttar Pradesh Trade
Tax Act, 1948 1.02 Trade Tax Tribunal
Uttar Pradesh Value
Added Act, 2008 34.13 Commercial Tax Tribunal
Bench II Lucknow
Uttar Pradesh Trade
Tax Act, 1948 2.73 Allahabad High Court
Finance Act, 1994
(Service Tax provisions) 1,203.79 Customs Excise &
Service Tax Appellate
Tribunal
Finance Act, 1994
(Service Tax provisions) 8.94 Commissioner of
Central Excise (Appeals)
Finance Act, 1994
(Service Tax provisions) 2.98 Punjab & Haryana High Court
Finance Act, 1994
(Service Tax provisions) 3.10 Supreme Court
Finance Act, 1994
(Service Tax provisions) 34.53 Assessing Officer,
Commissioner
Central Excise & Service Tax
Customs Act, 1962 7.12 Customs Excise & Service Tax
Appellate Tribunal
Haryana Land Development
Tax Act.2001 9.52 Tribunal
Name of the Statute Nature of Period to which
Dues the amount pertains
Karnataka Tax on
Entry of Entry Tax 2004-05
Goods Act, 1979
MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2000-01
MP Entry Tax Act, 1976 Entry Tax 1998-99 to 2006-07
MP Entry Tax Act, 1976 Entry Tax 2005-06 to 2007-08
Orissa Entry Tax
Act, 1999 Entry Tax 2008-09, 2009-10
Rajasthan Tax On
Entry Of Entry Tax 2008-09
Goods Into Local
Areas Act, 1999
The Uttar Pradesh
Tax on Entry of Entry Tax 2007-08
Goods Act, 2000
The Uttar Pradesh Tax
on Entry of Entry Tax 2006-07
Goods Act, 2000
The Uttar Pradesh
Tax on Entry of Entry Tax 2004-05
Goods Act, 2000
The Uttar Pradesh
Tax on Entry of Entry Tax 1999-00, 2001-02 to
Goods Act, 2000 2003-04, 2007-08
Uttar Pradesh Trade
Tax Act, 1948 Entry Tax 2001-02,2002-03,
(UTTRAKHAND AMENDEMENT) 2003-04
The Uttar Pradesh Tax
on Entry of Entry Tax 2007-08
Goods Act, 2000
Bihar Value Added
Tax Act, 2005 Entry Tax 2009-10
Name of the Statute Amount Forum where the
(Rs. Mn) dispute is pending
Karnataka Tax on Entry of
Goods Act, 1979 8.92 Karnataka High Court
MP Entry Tax Act, 1976 0.13 Assistant Commissioner,
Entry Tax
MP Entry Tax Act, 1976 14.72 Commercial Tax Tribunal -
Madhya Pradesh
MP Entry Tax Act, 1976 22.47 Deputy Commissioner (Appeal)
Orissa Entry Tax Act, 1999 5.20 Orissa High Court
Rajasthan Tax On Entry Of
Goods Into Local
Areas Act, 1999 2.41 Rajasthan High Court
The Uttar Pradesh Tax
on Entry of
Goods Act, 2000 2.03 Additional Commissioner
(Appeals)
The Uttar Pradesh
Tax on Entry of
Goods Act, 2000 0.22 Deputy Commissioner
The Uttar Pradesh
Tax on Entry of
Goods Act, 2000 2.08 Joint Commissioner (Appeals),
Commercial Tax.
The Uttar Pradesh
Tax on Entry of
Goods Act, 2000 11.18 Trade Tax Tribunal
Uttar Pradesh Trade
Tax Act, 1948
(UTTRAKHAND AMENDEMENT) 0.57 Uttarakhand High Court
The Uttar Pradesh
Tax on Entry of
Goods Act, 2000 6.00 Joint Commissioner (Appeals)
Bihar Value Added
Tax Act, 2005 1.73 Joint Commissioner (Appeals),
Commercial Tax.
10. The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses in the
financial year and in the immediately preceding financial year.
11. 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 and financial institutions.
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 Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of paragraph 4(xiii) of the said
Order are not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments.
15. 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. Therefore, the provisions of
paragraph 4 (xv) of the said Order are not applicable to the Company.
16. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained, other than temporary deployment pending
application.
17. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on the short term basis amounting to Rs. 16,457
Mn have been used during the year for long term investment.
18. According to information and explanations given to us, the Company
has not made preferential allotment of shares to parties and companies
covered in the register maintained under section 301 of the Companies
Act, 1956.
19. According to information and explanations given to us, the Company
has not issued any debentures during the year.
20. According to information and explanations given to us, during the
year covered by our audit report, the Company has not raised any money
by public issue.
21. According to the information and explanations furnished by the
Management, which have been relied upon by us, there were no frauds on
or by the Company noticed or reported during the course of our audit
except few cases of fraud by employees and by external parties
estimated at Rs. 0.92 Mn detected by the Management for which appropriate
steps were taken to strengthen controls.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117 366W)
Hemant M. Joshi
Partner
(Membership No.: 38019)
Place: Mumbai
Date: July 29, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Idea Cellular Limited
(the Company) as at March 31, 2010, the Profit and Loss Account and
the Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto (together referred to as financial statements).
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 the 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 misstatements. 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 the 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.
3. As required by the Companies (Auditors Report) Order, 2003, (the
said Order / CARO) issued by the Central Government in terms of
Section 227(4A) of the Companies Act, 1956, we enclose in the annexure
a statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report as follows:
(a) 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;
(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 Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(e) in our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the notes thereon give the information 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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on March 31, 2010 and taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2010
from being appointed as a director in terms of Section 274(1)(g) of the
Companies Act, 1956.
Annexure to the Auditors Report (Referred to in paragraph 3 of our
report of even date)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The fixed Assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to information and
explanation given to us the Management is in the process of reconciling
the results of such physical verification with the fixed assets
register. Management believes that differences if any, arising out of
such reconciliation are not expected to be material.
c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
2. In respect of its inventory:
a) As explained to us, the inventories, except for those lying with the
third parties, were 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 were 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 explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. According to the information and explanations given to us, the
Company has neither granted nor taken any loans, secured or unsecured,
to / from companies, firms or other parties listed in the register
maintained under Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to explanation that certain items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, 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 the sale of goods and services. During the course
of our audit, we have not observed any major weaknesses in such
internal controls systems.
5. In our opinion and according to the information and explanations
given to us, there were no contracts, particulars of which needed to be
entered in the register maintained under Section 301 of the Companies
Act, 1956 and hence provisions of paragraph 4(v)(b) of the said Order
relating to reasonableness of price having regard to prevailing market
price is not applicable to the Company.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public to which the
directives issued by the Reserve Bank of India and the provisions of
Sections 58A and 58AA of the Companies Act, 1956 and the rules framed
there under are applicable.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for
maintenance of cost records under Section 209(1)(d) of the Companies
Act, 1956 in respect of telecommunication activities and 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 records with a view to determining whether they are accurate or
complete.
9. According to information and explainations given to us in respect
of statutory dues:
a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Employees State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other
material statutory dues applicable to it with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Excise duty and Investor Education and Protection Fund.
b) There were no undisputed amount payable in respect of Income Tax,
Wealth Tax, Customs Duty, Excise Duty, Cess and other material
statutory dues in arrears, as at March 31, 2010 for a period of more
than six months from the date they became payable.
c) There are no dues of Excise Duty, Wealth Tax, Employees State
Insurance which have not been deposited on account of any dispute.
Details of dues of Income Tax, Customs Duty, Entry Tax, Service Tax and
Sales Tax which have not been deposited as on March 31, 2010 by the
Company on account of disputes:
Name of the Statute Nature of Period to which
Dues the amount pertains
Income Tax Act, 1961 Income tax 2006-07, 2007-08,
2008-09, 2009-10
Income Tax Act, 1961 Income tax 2003 to 2010
Income Tax Act, 1961 Income tax 2002-03, 2004-05,
2008-09, 2009-10
Andhra Pradesh General Sales tax 1997-98, 2002-03
Sales Tax Act, 1957 to 2004-05
Andhra Pradesh Value Sales tax 2005-06 to 2007-08
Added Tax, 2005
Delhi Sales Tax Act, 1975 Sales tax 2002-03, 2003-04,
2004-05
Uttar Pradesh Trade Tax
Act, 1948 Sales tax 2004-05
Gujarat Sales Tax
Act, 1969 Sales tax 1998-99 to 2001-02
Gujarat Sales Tax
Act, 1969 Sales tax 2006-07
Kerala Sales Tax, 1963 Sales tax 1997-98
Kerala Sales Tax, 1963 Sales tax 1998-99
Kerala Sales Tax, 1963 Sales tax 2000-01
Madhya Pradesh Commercial Sales tax 2004-05, 2005-06,
Tax Act, 1994 2006-07
Madhya Pradesh Commercial Sales tax 2000-01
Tax Act, 1994
Madhya Pradesh Commercial Sales tax 2004-05
Tax Act, 1994
Madhya Pradesh Commercial Sales tax 2003-04, 2004-05
Tax Act, 1994
Punjab VAT Act, 2005 Sales tax 2006-07, 2007-08
Uttar Pradesh Trade Tax
Act, 1948 Sales tax 1999-00, 2000-01,
2002-03, 2007-08
Uttar Pradesh VAT
Act, 2008 Sales tax 2009-10
Finance Act, 1994 Service tax 2004-05 to 2008-09
(Service Tax provisions)
Finance Act, 1994 Service tax 2003-04, 2005-06,
(Service Tax provisions) 2006-2007, 2007-08
Finance Act, 1994 Service tax 1998-99, 2002-03
(Service Tax provisions)
Finance Act, 1994 Service tax 1999-2000
(Service Tax provisions) to 2003-04
Customs Act, 1962 Custom duty 2003-04
Customs Act, 1962 Custom duty 2003-04
Haryana Land Deve
lopement Tax Entry tax 2002-03
Act, 2001
Karnataka Tax on Entry of Entry tax 2004-05
Goods Act, 1979
MP Entry Tax Act, 1976 Entry tax 2003-04 to 2005-06
Name of the Statue Amount Forum where the
(Rs. Million) dispute is pending
Income Tax Act, 1961 106.84 Assessing Officer
Income Tax Act, 1961 51.41 Assistant Commissioner of
Income Tax
Income Tax Act, 1961 396.10 Commissioner of Income Tax
(Appeals)
Andhra Pradesh General
Sales Tax Act, 1957 227.46 Andhra Pradesh High Court
Andhra Pradesh Value
Added Tax, 2005 81.95 Andhra Pradesh High Court
Delhi Sales Tax Act, 1975 92.74 Additional Commissioner
(Appeals)
Uttar Pradesh Trade Tax Act, 1948 0.05 Joint Commissioner (Appeals)
Gujarat Sales Tax Act, 1969 7.04 Sales Tax Tribunal
Gujarat Sales Tax Act, 1969 0.83 Assessing Officer
Kerala Sales Tax, 1963 0.39 Sales Tax Appellate Tribunal
Kerala Sales Tax, 1963 0.06 Deputy Commissioner, Sales Tax
Kerala Sales Tax, 1963 16.05 Kerala High Court
Madhya Pradesh Commercial
Tax Act, 1994 15.36 Appellate Deputy Commissioner
Madhya Pradesh Commercial
Tax Act, 1994 0.31 Appellate Board
Madhya Pradesh Commercial
Tax Act, 1994 2.50 Commissioner Appeals
Madhya Pradesh Commercial
Tax Act, 1994 1.97 MP Commercial Tax Tribunal,
Bhopal
Punjab VAT Act, 2005 61.56 Asstt.Excise & Taxation
Commissioner
Uttar Pradesh Trade Tax Act, 1948 11.72 Trade Tax Tribunal
Uttar Pradesh VAT Act, 2008 13.03 Joint Commissioner (Appeals)
Finance Act, 1994
(Service Tax provisions) 625.65 Central Excise Service Tax
Appellate Tribunal
Finance Act, 1994
(Service Tax provisions) 45.14 Commissioner Appeals
Finance Act, 1994
(Service Tax provisions) 2.98 Punjab & Haryana High Court
Finance Act, 1994
(Service Tax provisions) 3.10 Supreme Court
Customs Act, 1962 1.15 Cenrtal Excise Service Tax
Appellate Tribunal
Customs Act, 1962 4.16 Commissioner of Customs
Haryana Land Developement Tax
Act, 2001 9.52 Tribunal
Karnataka Tax on Entry of
Goods Act, 1979 8.92 High Court of Karnataka
MP Entry Tax Act, 1976 5.19 Appellate Deputy Commissioner
Name of the Statute Nature of Period to which
Dues the amount pertains
MP Entry Tax Act, 1976 Entry tax 1998-99,1999-2000,
2000-01
MP Entry Tax Act, 1976 Entry tax 2005-06
MP Entry Tax Act, 1976 Entry tax 1998-99 to 2002-03
Orissa Entry Tax Act, 1999 Entry tax 2009-2010
Uttar Pradesh Trade Tax
Act, 1948 Entry tax 2005-06
The Uttar Pradesh Tax
on Entry of Entry tax 1999-00 to 2003-04
Goods Act, 2000
The Uttar Pradesh Tax
on Entry of Entry tax 2004-05
Goods Act, 2000
Uttar Pradesh Trade
Tax Act, 1948 Entry tax 2001-02 to 2003-04
Name of the Statue Amount Forum where the
(Rs. Million) dispute is pending
MP Entry Tax Act, 1976 0.13 Assistant Commissioner
MP Entry Tax Act, 1976 3.20 Commissioner Appeals
MP Entry Tax Act, 1976 7.94 Madhya Pradesh Commercial
Tax Tribunal
Orissa Entry Tax Act, 1999 5.20 High Court of Orissa
Uttar Pradesh Trade Tax Act, 1948 0.30 Joint Commissioner (Appeals)
The Uttar Pradesh Tax on Entry of
Goods Act, 2000 8.89 Trade Tax Tribunal
The Uttar Pradesh Tax on Entry of
Goods Act, 2000 5.15 Joint Commissioner
Uttar Pradesh Trade Tax Act, 1948 1.14 Joint Commissioner
10. The accumulated losses of the Company are less than fifty percent
of its net worth and the Company has not incurred cash losses during
the current financial year covered by our audit and the 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 the
financial institutions and banks.
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 Company is not a chit fund or a nidhi / mutual benefit fund /
society. Therefore, the provisions of paragraph 4(xiii) of the said
Order are not applicable to the Company.
14. In our opinion and according to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments.
15. 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. Therefore, the provisions of paragraph
4 (xv) of the said Order are not applicable to the Company.
16. In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
17. In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on the short term basis have not been used
during the year for long term investment.
18. According to information and explainations given to us, the
Company has not made preferential allotment of shares to parties and
companies covered in the register maintained under Section 301 of the
Companies Act, 1956.
19. According to information and explainations given to us, the
Company has not issued any debentures during the year.
20. According to information and explainations given to us, the
Company has not raised any money by public issue.
21. According to the information and explanations furnished by the
Management, which have been relied upon by us, there were no frauds on
or by the Company noticed or reported during the course of our audit
except few cases of fraud by employees and by external parties
estimated at Rs. 51 Million detected by the Management for which
appropriate steps were taken to strengthen controls.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117 366W)
Hemant M. Joshi
Partner
(Membership No: 38019)
Place: Mumbai
Date: May 3, 2010
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