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Avantel Ltd.

BSE: 532406 Sector: Telecom
NSE: N.A. ISIN Code: INE005B01019
BSE LIVE 15:40 | 24 Nov 363.95 6.60
(1.85%)
OPEN

358.70

HIGH

368.75

LOW

356.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 358.70
PREVIOUS CLOSE 357.35
VOLUME 4157
52-Week high 379.00
52-Week low 102.15
P/E 9.39
Mkt Cap.(Rs cr) 147
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 358.70
CLOSE 357.35
VOLUME 4157
52-Week high 379.00
52-Week low 102.15
P/E 9.39
Mkt Cap.(Rs cr) 147
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Avantel Ltd. (AVANTEL) - Auditors Report

Company auditors report

To

The Members of AVANTEL Limited

We have audited the accompanying financial statements of AVANTEL Limited(‘the Company') which comprise the Balance Sheet as at 31st March 2017the statement of Profit and Loss and the Cash Flow statement for the year then ended anda summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Management is responsible for the matters stated in Section 134(5) of the CompaniesAct 2013 ("the Act") with respect to the preparation and presentation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the managementas well as evaluating the overall presentation of the financial statements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2017 and its profit and its cash flows for the year ended on that date.

Other Matter

We would like to report that we have submitted our audit report to the Company on theFinancial Statements for the year ending 31st March 2017 on 30thMay 2017 and the Board of Directors of the company in its meeting held on 30thMay 2017 considered and approved the Standalone Audited Financial Statement for the saidfinancial year.

Subsequently the Hon'ble National Company Law Tribunal Hyderabad Bench has dismissedthe Scheme of Amalgamation between Avantel Limited (Transferee Company) and Wiki KidsLimited (Transferor Company) and their respective Shareholder and Creditors vide orderspassed on 13.07.2017. Accordingly in the Board Meeting held on 3rd August2017 the Board of Directors of the Company reconsidered the Standalone FinancialStatements for the financial year 2016-17. In accordance with the decision of the Board ofDirectors of the Company and Note No. 2.28 of the reconsidered financial statements westate that the financial statements approved by the Board of Directors at its meeting heldon 30th May 2017 and the reconsidered financial statements approved by theBoard of Directors at its meeting held on 3rd August 2017. Our opinion is notqualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

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

(c) the balance sheet statement of profit and loss and Cash flow statement dealt withby this Report are in agreement with the books of account;

(d) in our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;

(e) On the basis of written representations received from the directors as on31-03-2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (2) of the Act;

(f) With respect to adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations give to us:

(i) the Company does not have any pending litigations which would impact its financialposition;

(ii) the Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;

(iii) There has been no delay in transferring amount required to be transferred tothe Investor Education and Protection Fund by the Company.

For RAMANATHAM & RAO
Chartered Accountants
Firm Reg. No: 002934S
Sd/-
(K Sreenivasan)
Date : 3rd August 2017 Partner
Place: Hyderabad M.No: 206421

Annexure – A to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the financial statements for the period ended 31 March 2017 we report that:

1.1 The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

1.2 The fixed assets have been physically verified by the Management at reasonableintervals and according to the information and explanations given to us no materialdiscrepancies were noticed on such verification. In our opinion the periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets.

1.3 According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable properties areheld in the name of the company.

2.1 The Inventory has been physically verified during the year by the management. Inour opinion the frequency of the verification is reasonable. The discrepancies noticed onverification between the physical stocks and the book records were not material.

3.1 The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 during the year. Thus paragraphs 3 (iii) (a) 3(iii) (b) and 3 (iii) (c) are not applicable to the company.

4.1 In our opinion and according to the information and explanations given to usduring the year the Company has not given any loans made investments given guaranteesor provided security to parties covered under provisions of section 185 and 186 of theCompanies Act 2013. Thus paragraph 3(iv) is not applicable to the company.

5.1 During the year the Company has not accepted any deposits from the public.

6.1 In our opinion and according to the explanation given to us the maintenance of Costrecords under section 148 (1) of the Companies Act 2013 as prescribed by the CentralGovernment are not applicable to the Company. Thus paragraph 3(vi) is not applicable tothe company.

7.1 According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company is generally regular in depositingundisputed statutory dues including provident fund employees state insurance income taxsales tax service tax duty of customsduty of excise value added tax cess and anyother statutory dues to the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of provident fundemployees state insurance income tax sales tax service tax duty of customs duty ofexcise value added tax cess and any other statutory dues were in arrears as at 31 March2017 for a period of more than six months from the date they became payable.

7.2 According to the information and explanations given to us there are no materialdues of income tax or sales tax or service tax or duty of customs or duty of excise orvalue added tax which are disputed and not deposited with the concerned authorities.

8.1 According to the information and explanations given to us the Company has notdefaulted in repayment of dues to financial institution banks government or debentureholders during the year.

9.1 The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable.

10.1 According to the information and explanations given to us no material fraud bythe Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

11.1 According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions of theSection 197 read with Schedule V to the Companies Act 2013.

12.1 In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordignly paragraph 3(xii) of the Order is notapplicable.

13.1 According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

14.1 According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debenture duringthe year.

15.1 According to the information and explanations given to us and based on ourexamination of records of the company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

16.1 The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For RAMANATHAM & RAO
Chartered Accountants
Firm Reg. No: 002934S
Sd/-
(K Sreenivasan)
Date : 3rd August 2017 Partner
Place: Hyderabad M.No: 206421

Annexure - B to the Independent Auditors' Report

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

We have audited the internal financial controls over financial reporting of AVANTELLimited ("the Company") as of 31st March 2017 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For RAMANATHAM & RAO
Chartered Accountants
Firm Reg. No: 002934S
Sd/-
(K Sreenivasan)
Date : 3rd August 2017 Partner
Place: Hyderabad M.No: 206421