The Members of ADC India Communications Limited
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of ADC India CommunicationsLimited ("the Company") which comprise the Balance Sheet as at March 31 2022and the Statement of Profit and Loss (including Other Comprehensive Income) the Statementof Cash Flows and the Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information.
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 theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 312022 and its profit total comprehensiveincome its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditors Responsibility for the Auditof the Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAl) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAIs Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. We havedetermined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the other information.The other information comprises the information included in the Management Discussion andAnalysis Boards Report including Annexures to Boards Report CorporateGovernance and Corporate Sustainability Report but does not include the consolidatedfinancial statements financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. 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 statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements management is responsible for assessing theCompanys ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Companysfinancial reporting process.
Auditors Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditors report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of managements use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompanys ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditors report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditors report. However future events or conditions may cause theCompany to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial informationof the Company to express an opinion on the financial statements.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act based on our audit 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 the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312022 from being appointed as a director in terms of Section 164(2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Companys internal financial controlsover financial reporting.
g) With respect to the other matters to be included in the Auditors Report inaccordance with the requirements of Section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of Section 197 of the Act.
h) With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements;
ii. The Company did not have any longterm contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entities "Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under
(a) and (b) above contain any material misstatement.
v. The final dividend proposed in the previous year declared and paid by the Companyduring the year is in accordance with section 123 of the Act as applicable. As stated inNote 38 to the financial statements the Board of Directors of the Company have proposedfinal dividend for the year which is subject to the approval of the members at the ensuingAnnual General Meeting. The amount of dividend proposed is in accordance with section 123of the Act as applicable.
2. As required by the Companies (Auditors Report) Order 2020 ("theOrder") issued by the Central Government in terms of Section 143(11) of the Act wegive in "Annexure B" a statement on the matters specified in paragraphs 3 and 4of the Order.
For Deloitte Haskins & Sells
Firms Registration No. 008072S
Jaideep S Trasi
Membership No. 211095
Date: May 27 2022
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under Report on Other Legal and RegulatoryRequirements section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of ADC IndiaCommunications Ltd ("the Company") as of March 31 2022 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to companys policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
Our responsibility is to express an opinion on the Companys internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Companys internal financial controlssystem over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A companys internal financial control overfinancial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the companys assets that could havea 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.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2022 based on the criteria forinternal financial control over financial reporting established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Deloitte Haskins & Sells
Firms Registration No. 008072S
Jaideep S Trasi
Membership No. 211095
Date: May 27 2022
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on Other Legal and RegulatoryRequirements section of our report of even date)
In terms of the information and explanations sought by us and given by the Company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment. The Company does nothave any capital work-in-progress or right of use assets.
The Company does not have any intangible assets
(b) Some of the property plant and equipment were physically verified during the yearby the Management in accordance with a programme of verification which in our opinionprovides for physical verification of all the property plant and equipment at reasonableintervals having regard to the size of the Company and the nature of its activities.According to the information and explanations given to us no material discrepancies werenoticed on such physical verification.
(c) Based on our examination of the registered sale deed / transfer deed / conveyancedeed provided to us we report that the title deeds of all the immovable properties ofland and buildings disclosed in the financial statements included in property plant andequipment are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its property plant and equipment during theyear. The Company does not have any intangible assets.
(e) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.
(ii) (a) The inventories except for goods-in-transit were physically verified duringthe year by the Management at reasonable intervals. In our opinion and according to theinformation and explanations given to us the coverage and procedure of such verificationby the Management is appropriate having regard to the size of the Company and the natureof its operations. In respect of goods-in-transit the goods have been received subsequentto the year-end or confirmations have been obtained from the vendors/transporters. Nodiscrepancies of 10% or more in the aggregate for each class of inventories were noticedon such physical verification of inventories when compared with the books of account.
(b) According to the information and explanations given to us at any point of time ofthe year the Company has not been sanctioned any working capital facility from banks orfinancial institutions on the basis of security of current assets and hence reportingunder clause (ii)(b) of the Order is not applicable
(iii) The Company has not made any investments in provided any guarantee or securityand granted any loans or advances in the nature of loans secured or unsecured tocompanies firms Limited Liability Partnerships or any other parties during the year andhence reporting under clause (iii) of the Order is not applicable.
(iv) The Company has not granted loans made investments or provided guarantees orsecurities and hence reporting under clause (iv) of the Order is not applicable.
(v) The Company has not accepted any deposit or amounts which are deemed to bedeposits. Hence reporting under clause (v) of the Order is not applicable.
(vi) Having regard to the nature of the Company's business / activities reportingunder clause (vi) of the Order is not applicable.
(vii) In respect of statutory dues:
(a) Undisputed statutory dues including Goods and Services tax Provident FundEmployees' State Insurance Income-tax cess and other material statutory dues applicableto the Company have generally been regularly deposited by it with the appropriateauthorities in all cases during the year. There were no undisputed amounts payable inrespect of Goods and Services tax Provident Fund Employees' State Insurance Income-taxcess and other material statutory dues in arrears as at March 31 2022 for a period ofmore than six months from the date they became payable.
(b) Details of statutory dues referred to in subclause (a) above which have not beendeposited on account of disputes as on March 312022 on account of disputes are givenbelow:
|Name of Statute ||Nature of Dues ||Forum where Dispute is Pending ||Period to which the Amount Relates ||Amount involved (Rs.Lakhs) |
|Income Tax Act 1961 ||Income Tax ||Assistant Commissioner of Income Tax ||AY 2008-09 ||18.37 |
| || || ||AY 2015-16 ||11.49 |
| || || ||AY 2018-19 ||161.93 |
| || || ||AY 2019-20 ||35.23 |
|Finance Act 1994 ||Sales Tax (including interest till date of assessment) ||Commissioner (Appeals) ||October 2013 to March 2017 ||193.26* |
*Net of Rs. 21.47 lakhs paid under protest.
(viii) There were no transactions relating to previously unrecorded income that weresurrendered or disclosed as income in the tax assessments under the Income Tax Act 1961(43 of 1961) during the year.
(ix) (a) The Company has not taken any loans or other borrowings from any lender. Hencereporting under clause (ix)(a) of the Order is not applicable to the Company.
(b) The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.
(c) The Company has not taken any term loan during the year and there are no unutilisedterm loans at the beginning of the year and hence reporting under clause (ix)(c) of theOrder is not applicable.
(d) On an overall examination of the financial statements of the Company funds raisedon short-term basis have prima facie not been used during the financial year forlong-term purposes by the Company.
(e) The Company did not have any subsidiary or associate or joint venture during theyear and hence reporting under clause (ix)(e) of the Order is not applicable.
(f) The Company has not raised any loans during the year and hence reporting on clause(ix)(f) of the Order is not applicable.
(x) (a) The Company has not issued any of its securities (including debt instruments)during the year and hence reporting under clause (x) (a) of the Order is not applicable.
(b) During the year the Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully or partly or optionally) and hencereporting under clause (x)(b) of the Order is not applicable to the Company
(xi) (a) To the best of our knowledge no fraud by the Company and no material fraud onthe Company has been noticed or reported during the year.
(b) To the best of our knowledge no report under sub-section (12) of section 143 ofthe Companies Act has been filed in Form ADT- 4 as prescribed under rule 13 of Companies(Audit and Auditors) Rules 2014 with the Central Government during the year and upto thedate of this report.
(c) As represented to us by the Management there were no whistle blower complaintsreceived by the Company during the year.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable not applicable to the Company.
(xiii) In our opinion the Company is in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the financial statementsetc. as required by the applicable accounting standards.
(xiv) (a) In our opinion the Company has an adequate internal audit systemcommensurate with the size and nature of its business.
(b) We have considered the internal audit reports issued to the Company during theyear and covering the period upto December 2021 and the draft of the internal auditreports where issued after the balance sheet covering the period January 2022 to March2022 for the period under audit
(xv) In our opinion during the year the Company has not entered into any non-cashtransactions with its directors or directors of its Holding Company or persons connectedwith them and hence provisions of section 192 of the Companies Act 2013 are notapplicable to the Company.
(xvi) (a) The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934. Hence reporting under clause (xvi)(a) (b) and (c) ofthe Order is not applicable.
(b) The Group does not have any CIC as part of the group and accordingly reportingunder clause (xvi)(d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses during the financial year covered byour audit and the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company duringthe year.
(xix) On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.
(xx) The Company has fully spent the required amount towards Corporate SocialResponsibility (CSR) and there are no unspent CSR amount for the year requiring a transferto a Fund specified in Schedule VII to the Companies Act or special account in compliancewith the provision of sub-section (6) of section 135 of the said Act. Accordinglyreporting under clause (xx) of the Order is not applicable for the year.
For Deloitte Haskins & Sells
Firms Registration No. 008072S
Jaideep S Trasi
Membership No. 211095
Date: May 27 2022