Mar 31, 2018
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of SITI Networks Limited (formerly SITI Cable Network Limited) (''the Company''), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement 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 Financial Statements
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
auditor''s Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.
6. 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 controls 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.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements 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 including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at March 31, 2018, its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. Further to our comments in Annexure 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 purpose of our audit;
b) i n 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 financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;
f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 17 May 2018 as per Annexure 2 expressed unqualified opinion; and
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, as detailed in Note 41 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable
annexure 1 to the Independent auditor''s Report of even date to the members of SITI Networks Limited (formerly SITI Cable Network Limited), on the standalone financial statements for the year ended March 31, 2018
annexure1
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for some of the network equipment acquired in a scheme of arrangement in an earlier year where the records are maintained for a group of similar assets and not for each individual asset. However, the written down value of these assets is Nil.
(b) The Company has a regular program of physical verification of its fixed assets (other than set top boxes and broadband consumer premises equipment (CPE), installed at customer premises and those in transit or lying with the distributors/cable operators and distribution equipment comprising overhead and underground cables physical verification of which is infeasible owing to the nature and location of these assets), under which fixed assets, except for some of the network equipment acquired in a scheme of arrangement in an earlier year, are verified 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. According to the information and explanations given to us, the existence of set top boxes and CPE installed at customer premises is considered on the basis of the ''active user'' status of the set top box and CPE. No material discrepancies were noticed on the verification of these assets except in case of some of the network equipment acquired in a scheme of arrangement in an earlier year which have not been physically verified by the management during the year and we are therefore unable to comment on the discrepancies, if any, which could have arisen on verification thereof.
(c) The title deeds of all the immovable properties (which are included under the head ''Property, plant and equipment'') are held in the name of the Company.
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.
(iii) Based on the information and explanations given to us by the management, in our opinion, the Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) Based on the information and explanations given to us by the management, in our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security as applicable.
(v) i n our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(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 sub-section (1) of Section 148 of the Act in respect of Company''s services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Based on the information and explanations given to us by the management, in our opinion, undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
Annexure 1 to the Independent Auditor''s Report of even date to the members of SITI Networks Limited (formerly SITI Cable Network Limited), on the standalone financial statements for the year ended March 31, 2018
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
Statement of disputed dues
Name of the statute |
Nature of dues |
Amount (Rs. in million) |
Amount paid under protest (Rs. in million) |
Period to which the amount relates |
Forum where dispute is pending |
|
Finance Act, 1994 |
Service tax |
119.20 |
15.68 |
July 2003 to June 2008, Financial year 2005-2006 to Financial year 2008-2009 and Financial year 2011-2012
|
CESTAT |
|
Karnataka Value Added Tax Act, 2003 |
Value added tax |
2.83 |
0.85 |
Financial year 2007-2008 |
Joint Commissioner of Commercial Taxes |
|
Andhra Pradesh Value Added Tax Act, 2005 |
Value added tax |
22.38 |
0.71 |
Financial year 2010- 2011 to Financial year 2012-2013 and September 2015 to August 2016 |
Appellate Deputy Commissioner, Commercial Taxes (Appeals) |
|
Delhi Value Added Tax Act, 2004 |
Value added tax |
0.71 |
- |
Financial year 2013-2014 |
Additional Commissioner (Appeals) |
|
The Maharashtra Value Added Tax Act, 2002 |
Value added tax |
10.34 |
1.69 |
Financial Year 2007-2008 and Financial Year 2011-2012 |
Joint Commissioner of Commercial Taxes (Appeals) |
|
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
7.38 |
- |
Financial Year 2012-2013 and Financial Year 2013-2014 |
Appellate Deputy Commissioner, Commercial Taxes (Appeals) |
|
The Madhya Pradesh Value Added Tax Act, 2002 |
Value added tax |
1.93 |
- |
Financial Year 2014-2015 |
Additional Commissioner (Appeals) |
|
(viii) The Company has no loans or borrowings payable to the government and no dues payable to debenture-holders during the year. The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. In our opinion, the unutilised amount out of proceeds as at March 31, 2017, were applied for the purposes for which these securities were issued.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure 2 to the Independent Auditor''s Report of even date to the Members of SITI Networks Limited (formerly SITI Cable Network Limited), on the standalone financial statements for the year ended March 31, 2018
ANNEXURE 2
Independent Auditor''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
1. In conjunction with our audit of the standalone financial statements of SITI Networks Limited (formerly SITI Cable Network Limited) ("the Company") as at and for the year ended March 31, 2018 we have audited the internal financial controls over financial reporting (''IFCoFR'') of the Company as at that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s Board of Directors 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 (''the Guidance Note'') issued by the Institute of Chartered Accountants of India (''ICAI''). 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 the Company''s 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 Act.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing (''Standards''), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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.
5. 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 IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s IFCoFR 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 IFCoFR 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
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
Sumit Mahajan
Place: Gurugram Partner
Date: 17 May 2018 Membership No.: 504822
Mar 31, 2017
INDEPENDENT AUDITOR''S REPORT
To the Members of SITI Networks Limited (formerly
SITI Cable Network Limited)
REPORT ON THE STANDALONE FINANCIAL
STATEMENTS
1. We have audited the accompanying standalone financial statements of SITI Networks Limited (formerly SITI Cable Network Limited)(''the Company''), which comprise the Balance Sheet as at 31March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement 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 FINANCIAL STATEMENTS
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(''the Act'') with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs(financial l position), profit or loss (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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
AUDITOR''S RESPONSIBILITY
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.
6. 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 controls 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.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.
OPINION
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements 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 including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31March 2017, its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
OTHER MATTER
9. The Company had prepared separate sets of statutory financial statements for the year ended
31 March 2016 and 31 March 2015 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 (as amended) on which we issued auditor''s reports to the shareholders of the Company dated 25 May 2016 and 28 May 2015 respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS,which have also been audited by us. Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure 1a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. Further to our comments in Annexure 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 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 standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133of the Act;
e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section164(2) of the Act;
f) we have also audited the internal financial controls over financial reporting (IFCOFR) of the Company as on 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 26 May 2017 as per Annexure 2 expressed unqualified opinion; and
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, as detailed in Note 41 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. The Company has provided disclosures in Note 50 to the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking
into consideration the information and explanations given to us, in our opinion, the total receipts, total payments and total amount deposited in banks are in accordance with the books of account maintained by the Company. However, in the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness of disclosures made under specified bank notes and other denomination notes for permitted/ non-permitted receipts, ''permitted/ non-permitted payments'' and ''amount deposited in banks.
ANNEXURE1
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets, except for some of the network equipment acquired in a scheme of arrangement in an earlier year where the records are maintained for a group of similar assets and not for each individual asset.
(b) The Company has a regular program of physical verification of its fixed assets (other than set top boxes and broadband consumer premises equipment (CPE), installed at customer premises and those in transit or lying with the distributors/ cable operators and distribution equipment comprising overhead and underground cables physical verification of which is infeasible owing to the nature and location of these assets), under which fixed assets, except for some of the network equipment acquired in a scheme of arrangement in an earlier year, are verified 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. According to the information and explanations given to us, the existence of set top boxes and CPE installed at customer premises is considered on the basis of the ''active user'' status of the set top box and CPE. No material discrepancies were noticed on the verification of these assets except in case of some of the network equipment acquired in a scheme of arrangement in an earlier year which have not been physically verified by the management during the year and we are therefore unable to comment on the discrepancies, if any, which could have arisen on verification thereof.
(c) The title deeds of all the immovable properties (which are included under the head ''Property, plant and equipment'') are held in the name of the Company.
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.
(iii) Based on the information and explanations given to us by the management, in our opinion, the Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii) (b) and 3(iii)(c) of the Order are not applicable.
(iv) Based on the information and explanations given to us by the management, in our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.
(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(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 sub-section (1) of Section 148 of the Act in respect of Company''s services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) Based on the information and explanations given to us by the management, in our opinion, undisputed statutory dues including provident
(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs, in million) |
Amount paid under protest (Rs, in million) |
Period to which the amount relates |
Forumwhere dispute is pending |
Income-tax Act, 1961 |
Income tax |
0.41 |
Assessment year 2013-2014 |
Commissioner Of Income Tax (Appeals) |
|
Finance Act, 1994 |
Service tax |
119.20 |
15.68 |
July 2003 to June 2008, Financial year 2005-2006 to Financial year 20082009 and Financial year 2011-2012 |
CESTAT |
Karnataka Value Added Tax Act, 2003 |
Value added tax |
2.83 |
0.85 |
Financial year 2007-2008 |
Joint Commissioner of Commercial Taxes |
Andhra Pradesh Value Added Tax Act, 2005 |
Value added tax |
5.58 |
0.71 |
Financial year 2010-2011 to Financial year 2012-2013 |
Appellate Deputy Commissioner, Commercial Taxes (Appeals) |
Delhi Value Added Tax Act, 2004 |
Value added tax |
126.53 |
5.30 |
April 2014 to December 2014 |
Additional Commissioner (Appeals) |
The Maharashtra Value Added Tax Act, 2002 |
Value added tax |
12.04 |
1.69 |
Financial Year 2007-2008 and Financial Year 2011-2012 |
Joint Commissioner of Commercial Taxes (Appeals) |
The Uttar Pradesh Value Added Tax Act, 2008 |
Value added tax |
7.38 |
Financial Year 2012-2013 and Financial Year 2013-2014 |
Appellate Deputy Commissioner, Commercial Taxes (Appeals) |
fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(viii) The Company has no loans or borrowings payable to the government. The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or any dues to debenture-holders during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. In our opinion, the unutilized amount out of proceeds as at 31 March 2016, were applied for the purposes for which these securities were issued, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand. Further, in our opinion, the balance amount received during the year, on the aforementioned preferential allotment, were applied for the purposes for which these securities were issued, though funds which were not required for immediate utilisation have not yet been utilized by the Company.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
1. In conjunction with our audit of the standalone financial statements of SITI Networks Limited (formerly SITI Cable Network Limited) ("the Company") as of and for the year ended 31 March 2017 we have audited the internal financial controls over financial reporting (IFCOFR) of the Company of as of that date.
Management''s Responsibility for Internal
Financial Controls
2. The Company''s Board of Directors 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 ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI")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 the Company''s 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 Act.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCOFR based on our audit. We conducted our audit in accordance with the Standards on Auditing ("Standards"), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCOFR, and the Guidance Note issued by the ICAI. 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 IFCOFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCOFR and their operating effectiveness. Our audit of IFCOFR included obtaining an understanding of IFCOFR, 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.
5. 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 IFCOFR.
Meaning of Internal Financial Controls over Financial Reporting
6. A company''s IFCOFR 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 IFCOFR 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
7. Because of the inherent limitations of IFCOFR, 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 IFCOFR to future periods are subject to the risk that IFCOFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 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 issued by the ICAI.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
per Sumit Mahajan
Partner
Membership No.:504822
Place: New Delhi
Date: 26 May 2017
Mar 31, 2016
To the Members of SITI Cable Network Limited
REPORT ON THE STANDALONE FINANCIAL STATEMENTS
1. We have audited the accompanying standalone financial statements of SITI Cable Network Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS
2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial 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 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
AUDITOR''S RESPONSIBILITY
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
6. 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 controls 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.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
OPINION
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements 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 31
March 2016, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.
10. Further to our comments in Annexure I, 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 standalone financial statements 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 (as amended);
e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act;
f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 25 May, 2016 as per Annexure II expressed unqualified opinion; and
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. as detailed in Note 36 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
ANNEXURE I
Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for some of the network equipment acquired in a scheme of arrangement in an earlier year where the records are maintained for group of similar assets and not for each individual asset.
(b) The Company has a regular program of physical verification of its fixed assets (other than set top boxes and broadband consumer premises equipment (CPE), installed at customer premises and those in transit or lying with the distributors/ cable operators and distribution equipment comprising overhead and underground cables physical verification of which is infeasible owing to the nature and location of these assets), under which fixed assets, except for some of the network equipment acquired in a scheme of arrangement in an earlier year, are verified 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. According to the information and explanations given to us, the existence of set top boxes and CPE installed at customer premises is considered on the basis of the ''active user'' status of the set top box and CPE. No material discrepancies were noticed on the verification of these assets except in case of some of the network equipment acquired in a scheme of arrangement in an earlier year which have not been physically verified by the management during the year and we are therefore unable to comment on the discrepancies, if any, which could have arisen on verification thereof.
(c) The title deeds of all the immovable properties are held in the name of the Company.
(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.
(iii) Based on the information and explanations given to us by the management, in our opinion, the Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) Based on the information and explanations given to us by the management, in our opinion, Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.
(v) I n our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) Based on the information and explanations given to us by the management, in our opinion, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) Based on the records of the Company and as per the information and explanations given to us by the management as referred in note 8(i) to the standalone financial statements, the Company has adjusted liability for entertainment tax payable with the corresponding receivables. Other than this, undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty
(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:
Statement of Disputed Dues
Name of the statute |
Nature of dues |
Amount (Rs, in millions) |
Amount paid under Protest (Rs, in millions) |
Period to which the amount relates |
Forum where dispute is pending |
Income-tax Act, 1961 |
Income tax |
64.64 |
Assessment Year 2010-11, Assessment Year 2012-13 and Assessment Year 2013-14 |
Commissioner of Income Tax (Appeals) |
|
Finance Act, 1994 |
Service tax |
13.28 |
0.68 |
July 2003 to June 2008 |
CESTAT |
Karnataka Value Added Tax Act, 2003 |
Value added tax |
2.83 |
0.85 |
Financial Year 2007-08 |
Joint Commissioner of Commercial Taxes |
Andhra Pradesh Value Added Tax Act, 2005 |
Value added tax |
5.58 |
0.71 |
Financial Year 201011 to Financial Year 2012-13 |
Appellate Deputy Commissioner, Commercial Taxes (Appeals) |
Delhi Value Added Tax Act, 2004 |
Value added tax |
126.53 |
5.30 |
April 2014 to December 2014 |
Additional Commissioner (Appeals) |
The Maharashtra Value Added Tax Act, 2002 |
Value added tax |
12.04 |
1.69 |
Financial Year 200708 and Financial Year 2011-12 |
Joint Commissioner of Commercial Taxes (Appeals) |
of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(viii) There are no loans or borrowings payable to financial institutions or government. The Company has not defaulted in repayment of loans or borrowings to any bank or any dues to debenture-holders during the year.
(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.
(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
(xi) As detailed in note 48 to the standalone financial statements, the Company has provided and paid managerial remuneration which is not in accordance with the requisite approval mandated by the provisions of section 197 of the Act read with Schedule V to the Act. The details of the same are as follows:
S. No. Payment made to |
Financial year |
Amount paid and provided in excess of limits prescribed (Rs, in millions) |
Amount due for recovery as at 31 March 2016 |
Steps taken to secure the recovery of the amount |
Remarks (if any) |
1 CEO and Executive Director |
2014-2015 and 2015-2016 |
4.12 |
4.12 |
The Company has submitted representation before Central Government for reconsideration of remuneration so paid and approval is awaited for the same. |
(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
(xiii) Based on the information and explanations given to us by the management, in our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.
(xiv) During the year, the Company has made preferential allotment of shares and optionally fully convertible debentures. In respect of the same, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed there under. Further, in our opinion, the amounts so raised were applied for the purposes for which these securities were issued, though idle funds which were not required for immediate utilization have been invested in liquid investments, payable on demand. During the year, the Company did not make private
ANNEXURE II
placement of shares or fully or partly convertible debentures.
(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Independent Auditor''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 ("the Act")
1. In conjunction with our audit of the standalone financial statements of SITI Cable Network Limited ("the Company") as of and for the year ended 31 March 2016, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company of as of that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s Board of Directors 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 ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). 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 the Company''s 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 Act.
Auditor''s Responsibility
3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing ("Standards"), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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.
5. 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 IFCoFR.
Meaning of Internal Financial Controls over Financial
Reporting
6. A company''s IFCoFR 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 IFCoFR 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
7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 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 issued by the ICAI.
For Walker Chandiok & Co LLP
(Formerly Walker, Chandiok & Co)
Chartered Accountants
Firm''s Registration No.: 001076N/N500013
per Rajni Mundra
Partner
Membership No.: 58644
Place: New Delhi
Date: 25 May, 2016
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
SITI Cable Network Limited ("the Company"), which comprise the Balance
Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS
2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements,
that give a true and fair view of the financial 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 (as amended). This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act; safeguarding the assets
of the Company; preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. We have taken into account the provisions of the Act, the
accounting and auditing standards and matterswhich are required to be
included in the audit report under the provisions of the Act and the
Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
6. 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 controls relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
OPINION
8. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements 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 31 March 2015, and its loss and its cash
flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
9. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of Section
143(11) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
10. As required by Section 143(3) of the Act, we report that:
a. we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
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 standalone financial statements 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 (as
amended);
e. on the basis of the written representations received from the
directors and taken on record by the Board of Directors, none of the
directors is disqualified as on 31 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. as detailed in Note 36 to the standalone financial statements, the
Company has disclosed the impact of pending litigations on its
standalone financial position;
ii. the Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. there were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
Annexure to the Independent Auditor's Report
of even date to the members of SITI Cable Network Limited, on the
financial statements for the year ended 31 March 2015
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets except for some of the network equipment acquired in a scheme of
arrangement in an earlier year where the records are maintained for
group of similar assets and not for each individual asset.
(b) The Company has a regular program of physical verification of its
fixed assets (other than set top boxes and broadband consumer premises
equipment (CPE), installed at customer premises and those in transit or
lying with the distributors/ cable operators and distribution equipment
comprising overhead and underground cables physical verification of
which is infeasible owing to the nature and location of these assets),
under which fixed assets, except for some of the network equipment
acquired in a scheme of arrangement in an earlier year, are verified 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. According to the information and explanations given to us,
the existence of set top boxes and CPE installed at customer premises
is considered on the basis of the 'active user' status of the set top
box and CPE. No material discrepancies were noticed on the
verification of these assets except in case of some of the network
equipment acquired in a scheme of arrangement in an earlier year which
have not been physically verified by the management during the year and
we are therefore unable to comment on the discrepancies, if any, which
could have arisen on verification thereof.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, the provisions of clauses
3(iii)(a) and 3(iii) (b) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) The Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)
Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of
the Order are not applicable.
(vi) To the best of our knowledge and belief, the Central Government
has not specified maintenance of cost records under sub-section (1) of
Section 148 of the Act, in respect of Company's services. Accordingly,
the provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) Undisputed statutory dues including provident fund,
employees' state insurance, income-tax, sales-tax, wealth tax, service
tax, duty of customs, duty of excise, value added tax, cess and other
material statutory dues, as applicable, have not been regularly
deposited with the appropriate authorities and there have been
significant delays in a large number of cases. Undisputed amounts
payable in respect thereof,which were outstanding at the year-end for a
period of more than six months from the date they became payable are as
follows:
Amount Period to which the
Name of the statute Nature of the
dues (RS.mill amount relates
ions)
Entertainment Duty Entertainment 71.73 Financial year
Act, 1923 tax 2012-2013 and 2013
2014
35.70 April 2014 to
August 2014
Name of the statute Due Date Date of Payment
Entertainment Duty 10 day of Not yet paid
Act, 1923 succeeding
month
10 day of Not yet paid
succeeding
month
(b) The dues outstanding in respect of income-tax, sales-tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax and
cess on account of any dispute, are as follows:
Amount Amount Paid
Name of the statute Nature of dues (RS.mill Under Protest
ions) (RS.millions)
Income-tax Act,1961 Income tax 64.23 Nil
Finance Act, 1994 Service tax 22.98 Nil
Karnataka Value Value added tax 2.83 Nil
Added Tax Act, 2003
Andhra Pradesh Value added tax 5.58 Nil
Value Added Tax
Act, 2005
The Maharashtra Value added tax 48.40 Nil
Value Added Tax
Act, 2002
Period to which the Forum where dispute
Name of the statute amount relates is pending
Income-tax Act,1961 Assessment Year Commissioner of
2010-11 and Income Tax (Appeals)
Assessment Year
2012-13
Finance Act, 1994 Financial Year 2004- CESTAT
05 to Financial Year
2008-09
Karnataka Value Financial Year Joint Commissioner of
Added Tax Act, 2003 2007-08 Commercial Taxes
Andhra Pradesh Financial Year 2010- Appellate Deputy
Value Added Tax 11 to Financial Year Commissioner,
Act, 2005 2012-13 Commercial Taxes
(Appeals)
The Maharashtra Financial Year 2007- Joint Commissioner
Value Added Tax 2008 to Financial of Commercial Taxes
Act, 2002 Year 2011-2012 (Mumbai)
(c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company in accordance
with the relevant provisions of the Companies Act, 1956 (1 of 1956) and
rules made thereunder. Accordingly, the provisions of clause 3(vii)(c)
of the Order are not applicable.
(viii) In our opinion, the Company's accumulated losses at the end of
the financial year are more than fifty percent of its net worth. The
Company has incurred cash losses in the current and the immediately
preceding financial year.
(ix) There are no dues payable to financial institutions or
debenture-holders. In our opinion, the Company has not defaulted in
repayment of dues to any bank during the year.
(x) The Company has not given any guarantees for loans taken by others
from banks or financial institutions. Accordingly, the provisions of
clause 3(x) of the Order are not applicable.
(xi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xii) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker Chandiok & Co LLP
(Formerly Walker, Chandiok & Co)
Chartered Accountants
Firm's Registration No.: 001076N/N500013
per Rajni Mundra
Partner
Membership No.: 58644
Place : New Delhi
Date : 28 May 2015
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of SITI Cable
Network Limited (formerly Wire and Wireless (India) Limited], ("the
Company"), which comprise the Balance Sheet as at March 31, 2013, and
the Statement of Profit and Loss and Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other
explanatory information.
Management''s Responsibility for the Financial Statements
2. 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 principles generally accepted in India, including the
Accounting Standards referred to in sub-section (3C| of Section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
3. 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.
U. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion. Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013; ii) in the case of Statement of Profit
and Loss, of the loss for the year ended on that date; and iii) in the
case of the Cash Flow Statement, of the cash flows for the year ended
on that date. Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of sub-
section [4AI of Section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs A and 5 of the Order.
8. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
c. the financial statements dealt with by this report are in agreement
with the books of account;
d. in our opinion, the financial statements comply with the Accounting
Standards referred to in sub-section (30 of Section 211 of the Act; and
e. on the basis of written representations received from the
directors, as on March 31, 2013 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2013
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act.
Annexure to the Independent Auditors'' Report of even date to the
members of SITI Cable Network Limited (formerly Wire And Wireless
(India) Limited), on the financial statements for the year ended March
31, 2013
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the financial statements of the Company and
taking into consideration the information and explanations given to us
and the books of account and other records examined by us in the normal
course of audit, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets except for some of the network equipment acquired in a scheme of
arrangement in an earlier year where the records are maintained for
group of similar assets and not for each individual asset.
(b) The Company has a regular program of physical verification of its
fixed assets (other than set top boxes, installed at customer premises
and those in transit or lying with the distributors/cable operators and
distribution equipment comprising overhead and underground cables
physical verification of which is infeasible owing to the nature and
location of these assets), under which fixed assets, except for some of
the network equipment acquired in a scheme of arrangement in an earlier
year, are verified 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. No material discrepancies were
noticed on such verification except in case of some of the network
equipment acquired in a scheme of arrangement in an earlier year which
have not been physically verified by the management during the year and
we are therefore unable to comment on the discrepancies, if any, which
could have arisen on verification thereof.
(c) In our opinion, a substantial part of fixed assets has not been
disposed off during the year.
(ii) (a] The management has conducted physical verification of
inventory at reasonable intervals during the year.
[b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) (a) The Company has not granted any loan, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii)(b) to 4(iii] (d) of the Order are not applicable.
(b) The Company has not taken any loans, secured or unsecured from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, the provisions of clauses
4(iii](f) and 4[iii)(g) of the Order are not applicable.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas.
(v) (a) In our opinion, the particulars of all contracts or
arrangements that need to be entered into the register maintained under
Section 301 of the Act have been so entered.
(b) In our opinion, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of five lakhs in
respect of any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the Companies
(Acceptance of Deposits! Rules, 1975. Accordingly, the provisions of
clause 4(vi) of the Order are not applicable.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
(viii) To the best of our knowledge and belief, the Central Government
has not prescribed maintenance of cost records under clause (d) of
sub-section (1) of Section 209 of the Act, in respect of Company''s
products and services. Accordingly, the provisions of clause 4-fviii)
of the Order are not applicable.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth tax, service tax, custom duty, excise duty, cess and
other material statutory dues, as applicable, have generally been
regularly deposited with the appropriate authorities, though there has
been a slight delay in a few cases. Further, no undisputed amounts
payable in respect thereof were outstanding at the year-end for a
period of more than six months from the date they became payable.
(b) There are no dues in respect of income-tax, sales-tax, wealth tax,
service tax, customs duty, excise duty and cess that have not been
deposited with the appropriate authorities on account of any dispute.
(x) In our opinion, the Company''s accumulated losses at the end of the
financial year are more than fifty percent of its net worth. The
Company has incurred cash losses in the current and the immediately
preceding financial year.
Ixi) In our opinion, the Company has not defaulted in repayment of dues
to any bank or to debenture-holders during the year. The Company has no
dues payable to a financial institution during the year.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities. Accordingly, the provisions of clause 4(xii) of the Order
are not applicable.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/
mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii]
of the Order are not applicable.
Ixiv] In our opinion, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable.
(xv) The Company has not given any guarantees for loans taken by others
from banks or financial institutions. Accordingly, the provisions of
clause 4|xv) of the Order are not applicable.
(xvi) In our opinion, the Company has applied the term loans for the
purpose for which these loans were obtained.
(xvii) In our opinion, no funds raised on short-term basis have been
used for long-term investment by the Company.
(xviii)During the year, the Company has not made any preferential
allotment of shares to parties/companies covered in the register
maintained under Section 301 of the Act. Accordingly, the provisions of
clause 4(xviii] of the Order are not applicable.
(xix) The Company has created security in respect of debentures issued
by it.
(xx) The Company has not raised any money by public issues during the
year. Accordingly, the provisions of clause 4(xx) of the Order are not
applicable.
(xxi) No fraud on or by the Company has been noticed or reported during
the period covered by our audit.
For Walker, Chandiok & Co
Chartered Accountants
Firm Registration No.: 001076N
per AtulSeksaria
Partner
Membership No.: 086370
Place: Gurgaon
Date: May 30, 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Wire and Wireless
(India) Limited ('the Company') as at March 31, 2012 and also the
Statement of profit and loss and the cash flow statement for the year
ended on that date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Without qualifying our opinion and without considering the
consequential effect of the matter stated in paragraph 5 and 6 below,
we draw attention to Note 1 (b) of accompanying financial statements
related to the conditions which indicate the existence of a material
uncertainty on Company's ability to continue as a going concern. In
view of the mitigating factors, which have been more fully discussed in
Note 1 (b) of accompanying financial statements, these financial
statements have been prepared under the going concern assumption.
5. Attention is drawn to note no. 26 of accompanying financial
statements in respect of advances of Rs. 1182.70 million (including Rs. 450
million given subsequent to theyearend) given to various companies viz
Rs. 710.90 million to subsidiaries for meeting working capital
requirements and Rs. 471.80 million to other Companies for technological
upgradation and acquisition of MSOs / direct points etc. In view of the
reasons stated in the said note, management of the Company is of the
view that no provision is required there against. Having regard to the
nature and size of operations of the recipients of said advances and in
the absence of concrete plans for recovery / adjustments of these
amounts / acquisition of MSO/ direct points, technological upgradation
etc., we are unable to comment on their ability to repay / adjustments
of these advances, and consequent adjustments, if any, that may be
required to the carrying values of such advances. This had caused us to
qualify our audit opinion on the financial statements relating to
previous year and previous quarters also.
6. The Company has, during the year, given interest free
advances/deposit of Rs. 746.00 million to various Companies for
technological upgradation and acquisition of MSOs / direct points etc.
These advances/deposits have been received back by the Company during
the year (except for an amount of Rs. 21.80 million, which is still
outstanding as at the year- end). Having regard to the nature and size
of operations of the recipients of said advances/deposits and in view
of the fact that these advances/deposits have been received back
without receipt of any services by the Company and considering that the
Company is incurring external borrowing costs at the same time, we are
not in a position to comment on the nature of these advances/deposits.
7. Further to our comments in the Annexure referred to above, we
report that:
i. Except to the matters stated in paragraph 5 and 6 above, we have
obtained all the information and explanations, which to the best of our
knowledge and belief were necessary for the purposes of our audit;
ii. Except to the matters stated in paragraph 5 and 6 above, In our
opinion, proper books of account as required by law have been kept by
the Company so far as appears from our examination of those books;
iii. Except to the matters stated in paragraph 5 and 6 above, the
balance sheet, statement of profit and loss and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. Except to the matters stated in paragraph 5 and 6 above, in our
opinion, the balance sheet, statement of profit and loss and cash flow
statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956.
v. 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, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. Except for the possible effect of the matter stated in paragraph 5
and 6 above, in our opinion and to the best of our information and
according to the explanations given to us, the said accounts 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;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2012;
b) in the case of the statement of profit and loss, of the loss for the
year ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure reffered to the pharagraph (3) of our report of even date
Re: Wire and Wireless (India) Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets, except for some of the network equipments taken over in the
Scheme of Arrangements where the records are maintained for group of
similar assets and not for each individual asset. The fixed assets
register does not contain item-wise depreciation and accumulated
depreciation.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification. No material discrepancies were noticed on such
verification. However, in our opinion, the frequency of physical
verification of the network equipment needs to be improved further
having regard to the size of the Company and the nature of its assets.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company has been maintaining inventory records; however the
same needs to be strengthened to make it commensurate with the size of
the Company and nature of its business. No material discrepancies were
noticed on physical verification.
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(e) The Company had taken loan from two companies covered in the
register maintained under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs. 35 million and the
year-end balance of loans taken from such parties was Rs. Nil.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods,
advertising and carriage services. During the course of our audit, no
major weakness has been noticed in the internal control system in
respect of these areas. However, the internal control system for the
sale of services for analogue subscription is inadequate since the
company does not have written agreements with customers in some cases.
In our opinion this is a continuing failure to correct major weakness
in the internal control system.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under section 301 have
been so entered.
(b) None of the transactions made in pursuance of such contracts or
arrangements exceed the value of Rupees five lakh in respect of any one
such party in the financial year.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Companies Act, 1956 for
the products of the Company.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance, sales-tax,
wealth-tax, income tax, service tax, customs duty, cess and other
material statutory dues have generally been regularly deposited with
the appropriate authorities though there has been slight delay in a few
cases of tax deducted at source, provident fund. Excise duty is not
applicable to the Company.
(b) According to the information and explanations given to us, no
undisputed amount payable in respect of provident fund, investor
education and protection fund, employees' state insurance, income tax,
sales-tax, wealth-tax, service tax, customs duty, cess and other
material statutory dues were outstanding at the year- end for a period
of more than six months from the date they become due. Excise duty is
not applicable to the Company.
(c) According to the information and explanations given to us, there
are no dues of income tax, sales-tax, wealth tax, service tax, customs
duty, excise duty and cess which have not been deposited on account of
any dispute.
(x) The Company's accumulated losses at the end of the financial year
are more than fifty percent of its net worth. The Company has incurred
cash losses during the year and in the immediately preceding financial
year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced 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.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) Based on the information and explanations given to us by the
management, and on an overall examination of the balance sheet of the
Company, we report that term loans were applied for the purpose for
which the loans were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the
Company has created security in respect of debentures issued.
(xx) The Company has not raised any money by public issues during the
year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIBOI & ASSOCIATES
Firm registration number: 101049W
Chartered Accountants
per Yogesh Midha
Partner
Membership No.:94941
Place : Gurgaon
Date : 17.05.2012
Mar 31, 2011
1. We have audited the attached Balance Sheet of Wire and Wireless
(India) Limited ('the Company') as at March 31, 2011 and also the
Profit and Loss account and the cash flow statement for the year ended
on that date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Without qualifying our opinion and without considering the
consequential effect of the matter stated in paragraph 6 below, we draw
attention to Note 1 (b) of schedule 21 of accompanying financial
statements related to the conditions which indicate the existence of a
material uncertainty on Company's ability to continue as a going
concern. In view of the mitigating factors, which have been more fully
discussed in Note 1 (b) of schedule 21 of accompanying financial
statements, these financial statements have been prepared under the
going concern assumption.
5. Without qualifying our opinion, we draw attention to non compliance
of certain terms and conditions of the Listing agreement with
Securities & Exchange Board of India (SEBI), which the management is in
the process of regularizing. Pending the final outcome of this matter,
no adjustments have been made to the accompanying financial statements
in this regard.
6. Attention is drawn to note no. 19 of schedule 21 of accompanying
financial statements in respect of advances of Rs. 1806.30 million
(including Rs. 1,386.65 million being advanced subsequent to year end)
given to various companies (including Rs. 1510.00 million to
subsidiaries) for meeting working capital requirements and acquisition
of MSOs / direct points etc. In view of the reasons stated in the said
note, management of the Company is of the view that no provision is
required there against. Having regard to the nature and size of
operations of the recipients of said advances and in the absence of
concrete plans for acquisition of MSO/ direct points, we are unable to
comment on their ability to repay/ adjustments of these advances, and
consequent adjustments, if any, that may be required to the carrying
values of such advances.
7. Further to our comments in the Annexure referred to above, we
report that:
i. Subject to the matters stated in paragraph 6 above, we have obtained
all the information and explanations, which to the best of our
knowledge and belief were necessary for the purposes of our audit;
ii. Subject to the matters stated in paragraph 6 above, in our opinion,
proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
iii. Subject to the matters stated in paragraph 6 above, the balance
sheet, profit and loss account and cash flow statement dealt with by
this report are in agreement with the books of account;
iv. Subject to the matters stated in paragraph 6 above, in our opinion,
the balance sheet, profit and loss account and cash flow statement
dealt with by this report comply with the accounting standards referred
to in sub-section (3C) of section 211 of the Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on March 31, 2011, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. Subject to the matters stated in paragraph 6 above; whose impact on
the financial statements is presently not ascertainable, in our opinion
and to the best of our information and according to the explanations
given to us, the said accounts 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;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2011;
b) in the case of the profit and loss account, of the loss for the year
ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of even date
Re: Wire and Wireless (India) Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets, except for some of the network equipments taken over in the
Scheme of Arrangements where the records are maintained for group of
similar assets and not for each individual asset. The fixed assets
register does not contain item- wise depreciation and accumulated
depreciation.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification. No material discrepancies were noticed on such
verification. In our opinion, the frequency of physical verification of
the network equipment needs to be improved further having regard to the
size of the Company and the nature of its assets.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(e) The Company had taken loan from two companies covered in the
register maintained under section 301 of the Companies Act, 1 956. The
maximum amount involved during the year was Rs.l, 081 million and the
year-end balance of loans taken from such parties was Rs. Nil.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods,
advertising and carriage services. During the course of our audit, no
major weakness has been noticed in the internal control system in
respect of these areas. However, the internal control system for the
sale of services for analogue subscription is inadequate since the
company does not have written agreements with customers in some cases
which is an industry issue as per management. In our opinion this is a
continuing failure to correct major weakness in the internal control
system.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under section 301 have
been so entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized nature
of the items involved and absence of any comparable prices, we are
unable to comment whether the transactions were made at prevailing
market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of section 209 of the Companies Act, 1956 for
the products of the Company.
(a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees' state insurance, sales-tax,
wealth-tax, service tax, customs duty, cess and other material
statutory dues have generally been regularly deposited with the
appropriate authorities though there has been slight delay in a few
cases of tax deducted at source. Excise duty is not applicable to the
Company.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the information and explanations given to us,
undisputed dues in respect of provident fund, investor education and
protection fund, employees' state insurance, income-tax, wealth-tax,
service tax, sales-tax, customs duty, cess and other material statutory
dues which were outstanding, at the year end for a period of more than
six months from the date they became payable are as follows:
Name of the
statute Nature of the
dues Amount Period to which
the Due Date Date of
Payment
(Rs
million) amount relates
Andhra Pradesh
State Entertainment
Tax 3.32 For the months
from 25th of
each Not yet
paid
Entertainment
Tax, November 2006 to month
subsequent
1939 September 2009 to the
month of
collection
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty and cess
on account of any dispute, are as follows:
Name of the
statute Nature of dues Amount (Rs) Period to which
the Forum where
dispute is
amount relates pending
The Income
Tax Act,1961 Income Tax
Penalty Rs.24.99
million Assessment Year
2004-05 Income Tax
Appellate
Tribunal
(x) The Company's accumulated losses af the end of the financial year
are more than fifty percent of its net worth. The Company has incurred
cash losses during the year and in the immediately preceding financial
year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced 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.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the
Company had, during the previous year, issued 1920 debentures of Rs. 1
million each. The Company has created security or charge in respect of
debentures issued.
We have verified the end use of money raised by way of Rights issue as
disclosed in note no. 17 of Schedule 21 to the financial statements.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIBOI & ASSOCIATES
Firm registration number: 101049W
Chartered Accountants
per Yogesh Midha
Partner
Membership No.:94941
Place : Gurgaon
Date : 19-05-2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of Wire and Wireless
(India) Limited (the Company) as at March 31, 2010 and also the
Profit and Loss account and the cash flow statement for the year ended
on that date annexed thereto. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Without qualifying our opinion, we draw attention to Note 1 (b) of
Schedule 21 to the accompanying financial statements. In view of the
matters stated therein relating to the net worth position of the
Company and the mitigating factors stated in that note, the
accompanying financial statements have been prepared under the going
concern assumption.
5. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. The balance sheet, profit and loss account and cash flow statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
v. On the basis of the written representations received from the
directors, as on March 31, 2010, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts 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;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2010;
b) in the case of the profit and loss account, of the loss for the year
ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure referred to in paragraph [3] of our report of even date Re:
Wire and Wireless (India) Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets, except for some of the network equipments taken over in the
Scheme of Arrangements where the records are maintained for group of
similar assets and not for each individual asset. The fixed assets
register does not contain item-wise depreciation and accumulated
depreciation.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification. As informed, no material discrepancies were noticed on
such verification. In our opinion, the frequency of physical
verification of the network equipment needs to be improved further
having regard to the size of the Company and the nature of its assets.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at year end.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) As informed, the Company has not granted any loans, secured
or unsecured to companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 (the
Act). Accordingly, the provisions of Clause 4(iii)(b),(c), and (d) of
the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(b) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Therefore, the provisions of Clause 4(iii) (f) and (g) of the Companies
(Auditors Report) Order, 2003 (as amended) are not applicable to the
Company.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods,
advertising and carriage services. During the course of our audit, no
major weakness has been noticed in the internal control system in
respect of these areas. However, the internal control system for the
sale of services for analogue subscription is inadequate since the
Company does not have written agreements with customers in some cases,
which is an industry issue as per management. Having regard to
management explanation that this is an industry wide issue, consequent
to which it may not be possible to have written agreements in all
cases, there is no continuing failure to correct a major weakness in
the internal controls system of the company
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Act that need to be
entered into the register maintained under Section 301 have been so
entered.
(b) None of the transactions made in pursuance of such contracts or
arrangements exceed the value of Rupees five lakh in respect of any one
such party in the financial year.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of Section 209 of the Companies Act, 1956 for
the products of the Company.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, or employees state insurance,
income-tax, sales- tax, wealth-tax, service tax customs duty, excise
duty, have not generally been regularly deposited with the appropriate
authorities in cases of tax deducted at source, though the delays in
deposit have not been serious. The provisions of excise duty are not
applicable to the Company.
Further, since the Central Governent has till date not prescribed the
amount of cess payable under Section 441 A of the Companies Act,1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the information and explanations given to us,
undisputed dues in respect of provident fund, investor education and
protection fund, employees state insurance, income-tax, wealth-tax,
service tax, sales-tax, customs duty, excise duty and other statutory
dues which were outstanding, at the year end for a period of more than
six months from the date they became payable are as follows:
Name of the
Statute Nature of the dues Amount Period to which
(Rs. million) the amount relates
Andhra Pradesh
State Entertainment Tax 3.32 For the months
Entertainment
Tax, from November
1939 2006 to August
2009
Income Tax
Act, 1961 Tax Deducted at 3.95 For the months of
source u/s 194 H July and August,
2009
Name of the Statue Due Date Date of Payment
Andhra Pradesh State
Entertainment Tax,
1939 25th of each Not yet paid
month subsequent
to the month of
collection
Income Tax Act, 1961 7th of the Rs. 1.22 million
subsequent paid on 13-Apr-10.
month. Rs. 2.73 million
paid on 21-Apr-10.
(c) According to the records of the Company, the dues outstanding of
income-tax on account of any dispute are as follows:
Name of the statute Nature of dues Amount (Rs.)
The Income Tax Act, Income Tax Penalty Rs. 24.99 million
1961
Name of the statue Period to which the Forum where dispute
amount relates is pending
The Income Tax Act, Assessment Year Income Tax Appellate
1961 2004-05 Tribunal
Refer Note 9(ii) of Schedule 21 of the financial statement.
(x) The Company has been registered for a period of less than five
years and hence we are not required to comment on whether or not the
accumulated losses at the end of the financial year is fifty per cent
or more of its net worth and whether it has incurred cash losses in
such financial year and in the immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced 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.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Therefore, the provisions of clause 4(xiii) of
the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Companies (Auditors Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii) According to the information and explanations given to us and on
overall examination of the balance sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, during
the period covered by our audit report, the Company had issued 1920
debentures of Rs. 1 million each. The Company has created security in
respect of debentures issued.
(xx) We have verified that the end use of money raised by public issue,
in the form of a rights issue by the Company during the year, is as
disclosed in the notes to the financial statements.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S.R. BATLIbOI & ASSOCIATES
Firm Registration No.: 101049W
Chartered Accountants
per Yogesh Midha
Partner
Membership No.: 94941
Place : Gurgaon
Date : May 28, 2010
Mar 31, 2009
1. We have audited the attached Balance Sheet of Wire and Wireless
(India) Limited (Ãthe Company) as at March 31, 2009. and also the
Profit and Loss Account and the Cash Flow Statement for the year ended
on that date annexed thereto. These financial statements are the
responsibility of the CompanyÃs management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by 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 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Without qualifying our opinion, we draw attention to Note 1(b) of
Schedule 21 to the accompanying financial statements. In view of the
matters stated therein relating to the net worth position of the
Company and the mitigating factors stated in that note, the
accompanying financial statements have been prepared under the going
concern assumption.
5. Further to our comments in the Annexure referred to above, we
report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
v. On the basis of the written representations received from the
Directors, as on March 31, 2009, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2009. from being appointed as a director in terms of Clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956;
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts 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;
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2009;
b) in the case of the Profit and Loss Account, of the loss for the year
ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for year ended
on that date.
annexure referred to in paragraph [3] of our report of even date
Re: Wire and Wireless (India) Limited
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets, except for some of the network equipments taken over in the
Scheme of Arrangement where the records are maintained for group of
similar assets and not for each individual asset. The fixed assets
register does not contain item-wise depreciation and accumulated
depreciation.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification. As informed, no material discrepancies were noticed on
such verification. In our opinion, the frequency of the physical
verification of the network equipment needs to be improved further
having regard to the size of the Company and the nature of its assets.
(c) There was no substantial disposal of fixed assets during the year.
(ii) (a) The management has conducted physical verification of
inventory at year end.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.
(iii) (a) As informed, the Company has not granted any loans, secured
or unsecured to companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956 (Ãthe
ActÃ). Accordingly, the provisions of Clause 4 (iii) (b), (c) and (d)
of the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(b) The Company had taken loan from one company covered in the register
maintained under Section 301 of the Act. The maximum amount involved
during the year was Rs.1,424.6 million and the year- end balance of
loans taken from such party was Rs. 173.7 million.
(c) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest of the
Company.
(d) In respect of loans taken, repayment of the principal amount is as
stipulated and payment of interest has been regular.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets, sale of goods and advertising
and carriage services. During the course of our audit, no major
weakness has been noticed in the internal control system in respect of
these areas. However, the internal control system for the sale of
services for analogue subscription is inadequate since the Company does
not have written agreements with customers in some cases which is an
industry issue as per management. In our opinion this is a continuing
failure to correct major weakness in the internal control system.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in Section 301 of the Act that need to be
entered into the register maintained under Section 301 have been so
entered.
(b) According to the information and explanations provided by the
management, there are no contracts or arrangements referred to in
Section 301 of the Act that need to be entered into the register
maintained under Section 301 of the Act.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under Clause
(d) of sub-section (1) of Section 209. of the Act for the products of
the Company.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, or employees. state insurance, income
tax, sales tax, wealth tax, service tax, customs duty, cess have not
generally been regularly deposited with the appropriate authorities
though the delays in deposit have not been serious. the provisions of
excise duty are not applicable to the Company.
(b) According to the information and explanations given to us,
undisputed dues in respect of provident fund, investor education and
protection fund, employees. state insurance, income tax, wealth tax,
service tax, sales tax, customs duty, cess and other statutory dues
which were outstanding, at the year end for a period of more than six
months from the date they became payable are as follows:
Name of the statute Nature of the dues Amount (rs.)
Andhra Pradesh State Entertainment Tax 8,052,530
Entertainment Tax,
1939
Period to which due date date of
the amount relates Payment
For the months 25th of each month Rs. 6,425,925
from November subsequent to paid on June
2006 to month of collection 17,2009.
September 2008 Balance
Rs. 1,626,605
not paid
(c). According to the records of the Company, the dues outstanding of
income-tax,sales-tax,wealth-tax,service tax,customsduty,exciseduty and
cess on account of any dispute,are as follows:
name of the statute nature of dues
The Income Tax Income Tax and
Act,1961 Penalty
The Finance Act,1994 Service tax
demand
amount * Period to which the forum where dispute is
amount relates pending
1,069.8 Assessment Mumbai High Court
million Year 1997-98 to
Assessment Year
2000-01**
Rs. 4,945.5 Assessment Year Income Tax Appellate
million 2001-02 to Tribunal at Mumbai
Assessment Year
2004-05
Rs. 28.52 Financial year Mumbai High Court
million 2000-01 to
2002-03**
Rs. 0.04 Financial year Asstt. Commissioner of
million 2001-02 to Service Tax, New Delhi
2003-04
*Refer Note 10 of Schedule 21 to the financial statements.
**The appeals have been decided in favour of the Company at the ITAT
/CEGAT.
(x) The Company has been registered for a period of less than five
years and hence we are not required to comment on whether or not the
accumulated losses at the end of the financial year is fifty per cent
or more of its net worth and whether it has incurred cash losses in
such financial year andin the immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution and banks,including interest payments as per rescheduled
dates in a few cases. The Company has not issued any debentures.
(xii) According to the information and explanations given to us and
based on the documents and records produced 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.
(xiii)In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/society.Therefore,the provisions of Clause 4(xiii) of the
Companies(Auditors Report) Order, 2003 (as.amended) are not applicable
to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv)of the Companies(Auditors Report)Order,2003
(as.amended) are not applicable to the Company.
(xv)According to the information and explanations given to us,the
Company has not given any guarantee for loans taken by others from bank
or financial institutions
(xvi)Based on information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.
(xvii)According to the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, we report that
the Company has used funds raised on short-term basis for long-term
investment. The Company has used funds raised on short-term basis
primarily from group companies for long-term investment in fixed assets
of Rs. 937.3 million and funding its losses of Rs. 2,304.8 million.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Act.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised money by public issues during the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the course of our audit.
For S. R. Batliboi & Associates
Chartered Accountants
per Govind Ahuja
Partner
Membership No.: 48966
Mumbai
Date: June 17, 2009
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