The Members of Athena Global Technologies Limited
(Formerly known as VJIL Consulting Limited)
Report on the Audit of the Standalone Financial Statements Qualified
We have audited the accompanying Standalone financial statements of Athena GlobalTechnologies Limited ("the Company") which comprise the balance sheet as at31st March 2020 and the statement of profit and loss (including Other ComprehensiveIncome) the cash flow Statement and the statement of changes in equity and for the yearthen ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the Basis forQualified Opinion section of our report the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 ("the Act") in themanner so required and give a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended ("IND AS") and other accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 and its profit total comprehensive income its cash flows and the changes inequity for the year ended on that date.
Basis for Qualified Opinion
The Company has not provided interest in respect of outstanding Long Term Borrowing of64.50 lakhs as on 31st March 2020 consequently we are unable to determine the possibleeffect of non-provision. The management is in discussion with the parties of unsecuredloans for reduction waiver of interest in respect of the above referred amount.
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ("ICAI") together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules there under and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the ICAI's Codeof Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our qualified opinion on the standalone financialstatements.
Emphasis of Matter
We draw attention to Note 2(v) of the standalone financial statements which describesthe extent to which the COVID-19 Pandemic will impact the Company's results which dependon future developments that are highly uncertain. Our opinion is not modified in respectof this matter.
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. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
|Key Audit Matter ||How the Matter was addressed in Audit |
|1. Evaluation of uncertain tax position: ||Principal Audit Procedures |
|The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. ||Obtained details of completed tax assessments and demands up to the year ended March 31 2020 from management. We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions. Additionally we considered the effect of new information in respect of uncertain tax positions as at 1st April 2019 to evaluate whether any change was required to management's position on these uncertainties. |
|Refer Notes 29 to the Financial Statements || We conclude that tax provisions and related disclosures are appropriately disclosed. |
The Company's Board of Directors are responsible for the other information. The otherinformation comprises the other information included in Management Discussion andAnalysis Board's Report including Annexures to Board's Report Business ResponsibilityReport Corporate Governance and Shareholder's Information but does not include thestandalone financial statements and our auditor's report thereon. The ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information is expected tobe made available to us after the date of the this auditor's report.
Our Qualified opinion on the standalone financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
When we read the Management Discussion and Analysis Board's Report including Annexuresto Board's Report Business Responsibility Report Corporate Governance and Shareholder'sInformation if we conclude that there is a material misstatement therein we are requiredto communicate the matter to those charged with Governance.
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India including the accountingStandards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements the management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe management either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our qualified opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit.
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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company 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 management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa 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.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in(i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone 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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's 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 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 Companies Act 2013 we give in the "Annexure-B" a statement on the mattersspecified in paragraphs 3 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 the Statement of Profit and Loss including Other ComprehensiveIncome The Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 from being appointed as a director in terms of Section164(2) of the Act.
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 Company's internal financial controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditor's 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/provided by the company to its directors during the year is inaccordance with the provisions of the section 197 of the Act.
h) 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 given to us:
I. The Company has disclosed the impact of pending litigations on its financialposition in its Standalone financial statements - Refer to Note No. 29 to the Standalonefinancial statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. The Company has made provision as required under the applicable laws oraccounting standards for material foreseeable losses if any on long term contractsincluding derivative contracts;
iv. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.
Annexure - A to the Independent Auditors' Report
(Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)
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 AthenaGlobal Technologies Limited (Formerly known as VJIL Consulting Limited) ("theCompany") as of 31st March 2020 in conjunction with our audit of theStandalone 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'). 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 company's policies the safeguarding of its assets theprevention 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 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 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 auditor's judgment 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 Company's internal financial controls systemover financial reporting.
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.
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 2020 based on theinternal control over financial reporting criteria 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.
Annexure - B to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Report to the members of theAthena Global Technologies Limited (Formerly known as VJIL Consulting Limited) on theStandalone Financial Statements for the period ended 31st March 2020 we reportthat:
1.1 The Company has maintained proper records showing full particulars including theQuantitative details and the situation of fixed assets.
1.2 As explained to us the fixed assets have been physically verified by theManagement in a periodical manner which in our opinion is reasonable having regard tothe size of the company and the nature of its business. According to the information andexplanations given to us no material discrepancies were noticed on such verification.
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 property are heldin the name of company.
2.1 The inventory has been physically verified by the management during the year. Inour opinion the frequency of such verification is reasonable. The company has maintainedproper records of inventory. The discrepancies noticed on verification between thephysical stock and book records were not material.
3.1 The Company has granted loan to both the subsidiary companies and complied with theapplicable provisions of paragraph (3) (iii) of section 189 The terms and conditionsincluding the interest are not prejudicial to the interest company.
4.1 In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act in respect ofthe loans given by the Company.
5.1 The Company has not accepted any deposits from the public within the meaning ofSections 73 to76 of the Act and rules framed there under.
6.1 We have broadly reviewed the cost records maintained by the company as prescribedunder section 148 (1) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained.
7.1 According to the information and explanations given to us and on the basis of ourexamination of the records the Company is not regular in depositing undisputed statutorydues including provident fund employees state insurance income tax sales tax servicetax Goods and Services Tax duty of customs duty of excise value added tax cess andother material statutory dues as applicable to the appropriate authorities have generallybeen regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us there were arrears ofStatutory amounts payable in respect of provident fund employees state insurance incometax sales tax service tax Goods and Services Tax duty of customs duty of excisevalue added tax cess and etc. as at 31st March 2020 for a period of more than six monthsfrom the date they became payable. The details are as follows:
|Nature of Dues ||Amount (Rs. In lakhs) |
|Tax Deducted at Source ||75.70 |
|Service Tax ||7.63 |
|Provident fund ||26.60 |
|Professional Tax ||19.35 |
|Gst ||156.81 |
|Frienge Benefit Tax ||13.45 |
7.2 Accordingto the information and explanations given to us there are no materialdues of income tax or sales tax or service tax or Goods and Services Tax or duty ofcustoms or duty of excise or value added tax which have not been deposited by the companyon account of dispute except for the following:
|Name of the Statute ||Nature of Dues ||Amount ' in Lakhs ||Period ||Forum Where dispute is pending |
|The Income Tax Act 1961 ||Income Tax ||380.38 ||Assessment year 2016-17 ||Commissioner of Income Tax |
|The Income Tax Act 1961 ||TDS* ||48.33 ||Assessment year 2010 -11 ||Commissioner of Income Tax (Appeals) |
|The Income Tax Act 1961 ||TDS* ||50.16 ||Accumulated Demand ||CPC - TDS |
*There is a disputed demand of Rs. 48.33lakhs.The company has filed an appleal withITAT and the same is remitted back to CIT (A) for adjudication. The Company already paidRs. 21.93 lakhs and the balance tax demand has been kept in abeyance.
** The total demand raised by CPC -TDS (System generated) was 54.16 lakhs. The companyhas committed for a payment of the same in installments and paid 4.00 lakhs. OutstandingCommitment as on 31.03.2020 in respect of TDS demand by CPC is Rs. 50.16 lakhs.
*** Disputed Liability in respect of Income Tax relating to AY 2005-06 Pending with A PHigh Court: The company has paid the total disputed tax liabilty of Rs. 60.41 lakhs.However the matter is still pending before the High Court. In the even the matter isdecided against the Company There might be interest liability under section 220(2) thequantum of which will be known once the matter is disposed off.
8.1 According to the information and explanations given to us the Company has notdefaulted in the repayment of loans or borrowings to financial institutions and banks. Thecompany did not have any outstanding loans or borrowings from financial institutions orGovernment and there are no dues to debenture holders during the year.
9.1 In our opinion and according to the information and explanations given to us theCompany has not raised moneys by way of initial public offer or further public offer(including debt instruments) and the term loans have been used by the Company during theyear for the purpose for which they were raised.
10.1 To the best of our knowledge and according to the information and explanationsgiven to us no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the course of our audit.
11.1 According to information and explanation given to us and based on our examinationof records of the company the company has paid /provided for managerial remuneration withthe requisite approvals mandated by the provisions of section 197 read with Schedule V ofthe Act.
12.1 In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable to the company.
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 standalone Ind AS financial statements as requiredby the applicable accounting standards.
14.1 According to the information and explanations given to us and based on ourexamination of records of the company the Company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures during the year.Accordingly paragraph 3(xiv) of the Order is not applicable to the company.
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 them. Accordingly paragraph 3(xv)of the Order is not applicable to the company.
16.1 According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
| ||For RAMANATHAM & RAO |
| ||Chartered Accountants |
| ||Firm Registration. No. 002934S |
| ||Sd/- |
| ||(K SREENIVASAN) |
| ||Partner |
|Place: Hyderabad || |
| ||ICAI Membership No. 206421 |
|th || |
|Date: 24 June 2020 || |