To the members of dsj communication limited report on the standalone financialstatements opinion
We have audited the standalone financial statements of m/s. Dsj communicationlimited ("the company") which comprise the balance sheet as at 31stmarch 2020 and the statement of profit and loss statement of changes in equity andstatement of cash flows for the year then ended and notes to the financial statementsincluding a summary of policies and other explanatory information. In our opinion and tothe best of our information and significant according to the explanations given to us theaforesaid standalone financial statements give the information required by the act in themanner 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 31stmarch 2020 its loss changes in equity and its cash flows for the year ended on thatdate.
Basis for opinion
We conducted our audit in accordance with the standards on auditing (sas) specifiedunder section 143(10) of the Companies act 2013. Our responsibilities under thosestandards are further described in the auditor's responsibilities for the audit of thefinancial 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 together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the companies act 2013 and the rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the code of ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.
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. Wehave determined that there are no key audit matters to communicate in our report.
Emphasis of matter
We draw attention to note 24 to the standalone financial statements which explain howcovid-19 has caused significant disruptions in the business operations of companies acrossindia and has caused significant accounting and auditing challenges.
The company's management and board of directors are responsible for the otherinformation. The other information comprises the information included in the company'sannual report but does not include the standalone financial statements and our auditors'report thereon.
Our opinion on the standalone financial statements does not cover the other informationand 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 and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation; we are required to report that fact. We have nothing to report in thisregard.
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 companies act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the company inaccordance with the accounting principles generally accepted in india including theaccounting standards specified under section 133 of the act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe act for safeguarding of the assets of the company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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. In preparing the financial statements management is responsible for assessing thecompany's 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.
The board of directors is also responsible for overseeing the company's financialreporting process
Auditor's responsibilities 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 auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with saswill always detect a material misstatement when it exists. Misstatements can arise fromfraud 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 scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated 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 in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the act we are also responsible for expressing our opinion on whether the company andits subsidiary companies which are companies incorporated in india has adequate internalfinancial controls system in place and the operating effectiveness of such controls.
evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the management.
conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast ability of the group to continue as agoing concern. If we conclude that a material uncertainty significant exists we arerequired to draw attention in our auditor's report to the related disclosures in theconsolidated financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the group to cease tocontinue as a going concern.
evaluate the overall presentation structure and content of the consolidated financialstatements including the disclosures and whether the consolidated financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation. We communicate with those charged with governance of the company and suchother entities included in the consolidated financial statements of which we are theindependent auditors regarding among other matters the planned scope and findingsincluding any timing of the audit and significant deficiencies in internal controlthat we identify during our audit. We also provide those charged with governance with astatement that we have complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence and where applicable related safeguards. From thematters communicated with those charged with governance we determine those matters thatwere of most significance in the audit of the consolidated financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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 in terms of section 143(11) of the act we give in"annexure a" a statement on the matters specified in paragraphs 3 and 4 of theorder
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 in 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 relevant books of account.
D. In our opinion the aforesaid standalone ind as financial statements comply with theindian accounting standards prescribed under section 133 of the act read with relevantrules issued thereunder.
E. On the basis of the written representations received from the directors as on 31stmarch 2020 and 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 termsof section 164(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 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 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 standalone ind as financial statements. Refer note 19tothe indas financialstatements. Standalone
(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 amounts required to be transferred tothe investor education and protection fund by the company.
3. With respect to the matter to be included in the auditor's report under section197(16) of the act:
in our opinion and according to the information and explanations given to us thecompany has not paid any remuneration to its directors during the current year. Thereforecomment required under section 197(16) of the companies act 2013 has not been given.Moreover the ministry of corporate affairs has not prescribed other details under section197(16) of the act which are required to be commented upon by us.
Annexure a to the auditors' report
The annexure referred to in the independent auditors' report to the members of thecompany on the standalone ind-as financial statements for the year ended 31 stmarch 2020 we report that:
(i) (a) in our opinion and information and explanation given to us the company doesnot havefixedassets any comment under clauses (a) (b) are not applicable.
(c) in our opinion and according to the information and explanation given to us thecompany does not own any immovable property.
(ii) in our opinion and information and explanation given to us the company does nothave inventories. As such the comments under clause (ii) are not given.
(iii) as informed to us & on the basis of our examination of the books of accounts& other relevant records the company has not granted any loans secured or unsecuredto companies firms limited liability partnerships or other parties covered in theregister maintained under section 189 of the companies act 2013 during the year underaudit. Therefore comments under clause (a) (b) & (c) are not given.
(iv) in our opinion & according to the information and explanations given to usthe company has complied with the provisions of section 185 and 186 of the companies act2013 in respect of loans given investments made guarantees and security given by thecompany.
(v) in our opinion & according to the information & explanation given to usthe company has not accepted any deposits from the public during the year. Thereforeparagraph 3(v) of the order is not applicable.
(vi) according to the information & explanation provided to us the centralgovernment has not prescribed the maintenance of cost records under sub-section (1) ofsection 148 of the companies act 2013.
(vii) (a) according to the information & explanations provided to us & on thebasis of our examination of the books of accounts & other relevant records thecompany is generally regular in depositing undisputed statutory dues including providentfund employees' state insurance income tax sales-tax service tax duty of customsduty of excise value added tax cess and any other statutory dues to the appropriateauthorities. As explained to us there were no undisputed statutory dues as mentionedabove in arrears as at 31st march 2020 for a period of more than 6 months fromthe date they became payable.
(b) according to the information and explanations given us details of disputedstatutory dues which have not been deposited or partially deposited are as follows:
|Name of the Statute ||Nature of dues ||Amount disputed (`) ||Period to which The amount relates (f.y.) ||Forum where Dispute is pending |
|Income Tax Act 1961 ||Income tax ||108.95 lakhs ||Ay 1995-1996 & ay 1999-2000 ||Hon'ble high court Bombay appeal no. 143 of 2007 |
(viii) in our opinion and according to the information & explanation given to usand based on our examination of the records of the company the company does not have anyloans or borrowing from any banks or financial institutions.
However the company has borrowings from other body corporate. Interest and principalare not repaid regularly in respect of these loans and the same are overdue as on the dateof balance sheet.
(ix) the company has not raised any money by way of initial public offer or furtherpublic offer (including debt instrument) and term loans during the year. Accordinglycomment under clause 3 (ix) of the order are not given;
(x) to the best of our knowledge and belief and according to the information andexplanations given to us no material fraud by the company or on the company by itsofficers or employees has been noticed or reported during the course of our audit.
(xi) according to the information and explanations give to us and based on ourexamination of the records of the company the company has not paid / provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with schedule v to the act.
(xii) in our opinion and according to the information & explanations given to usthe company is not a nidhi company and therefore the compliance requirements relevant to anidhi company are not applicable.
(xiii) in our opinion and according to the information & explanations given to usand based on our examination of the records of the company all transactions with relatedparties are in compliance with section 177 and 188 of the Companies act 2013 whereapplicable and the details have been disclosed in the financial statements etc. Asrequired by the applicable accounting standards.
(xiv) in our opinion and according to the information & explanation given to us andbased on our examination of the records of the company no preferential allotment orprivate placement of shares or fully or partly convertible debentures has been made by thecompany during the year under review.
(xv) according to the information & explanations given us and based on ourexamination of the records of the company the company has not entered into any non-cashtransactions with directors or persons connected with him/her as specified under theprovisions of section 192 of the companies act 2013.
(xvi) the company is not required to be registered under section 45-1(a) of the reservebank of india act 1934 and therefore the provisions of paragraph 3(xvi) of the order isnot applicable.
Annexure - b to the independent auditor's report
Report on the internal financial controls under clause (i) of sub-section 3 of section143 of the companies act 2013 ("the act") referred to in paragraph 2 (f) onreport on other legal and regulatory requirements of our report.
We have audited the internal financialcontrols over financial reporting ofdsjcommunications limited ("the company") as of 31st march 2020 inconjunction with our audit of the financial statements of the company for the year endedon 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.
Our responsibility is to express an opinion on the company's internal financialcontrols over financial reporting on our audit. We conducted our audit in accordance withthe guidance note on audit of internal financial controls over financial reporting (the"guidance note") and the standards on auditing issued by icai and deemed to beprescribed under section 143(10) of the companies act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of internal financialcontrols and both issued by the institute of chartered accountants of india. Thosestandards and the guidance note require that we comply with ethical requirements and planand 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 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 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 authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 internal financialcontrols system over financial reporting and such internal financial were operatingeffectively as at 31 st march 2020 based on the internal control overfinancial reporting criteria established by the company considering the essentialcomponents of internal control stated in the guidance note on audit of internal financialcontrols over financial reporting issued by the institute of chartered accountants ofindia.