TO THE MEMBERS OF
INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of IntegraTelecommunication & Software Limited ('the company') which comprise the Balance Sheetas at March 31 2022 the Statement of Profit and Loss including the statement of othercomprehensive income the Cash flow statement and the Statement of change in Equity forthe year then ended and a summary of significant accounting policies and otherexplanatory information.
In our opinion and to the best of our information and according to theexplanations given to us except for the effects of the matter described in the Basis forQualified Opinion section of our report the aforesaid Ind AS financial statements givethe information required by the Companies Act 2013 (the 'Act') in the manner so requiredand give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March2022 and its profit /(loss) (including Other Comprehensive Income) its changes in equityand its cash flows for the year ended on that date.
Basis for Qualified Opinion
a) The company has granted interest free unsecured loan in earlieryears to Mr. Chimman Lal Agarwal who was then promoter KMP and relative of the Directors.The amount of loan outstanding on 31st March 2022 Rs. NIL (Rs 2200000 for theyear ended on 31st March 2021). In respect of this unsecured interest freedemand loan the Company has not furnished any agreement and in the absence of that theterms of repayment chargeability of interest and other terms are not verifiable.
b) The company has granted interest free unsecured loan in earlieryears to CRA Infotech Private Limited. The amount of loan outstanding on 31stMarch2021 Rs 58810000 (Rs 58810000 for the year ended on 31st March 2020).The purpose of loan repayment schedule and other terms are not known. In the absence ofagreement it cannot be verified.
c) The parties to whom interest free unsecured loan was granted inearlier years have invested in the shares of the auditee company. M/s CRA InfotechPrivate Limited holds NIL percent equity of the auditee company as on 31stMarch 2022 (12.26 percent equity as on 31st March 2021.) and Mr. Chimman LalAgarwal holds NIL percent equity as on 31st March 2022 (8.52 percent equity ason 31st March 2021). In the absence of purpose of the unsecured interest free demand loanto then promoter it appears in contravention with the provisions of section 67 of thecompanies Act2013. Moreover then promoters when loan was granted have not submitted formMBP-4 therefore it cannot be concluded that this loan was not granted to purchase theshares of auditee company.
d) The company has recognized a revenue of Rs. 14576000 from thesale of software services during the year 2020-21 and Rs. 9296466 during the auditperiod. No money has yet realized from the trade receivable affected from the sale ofsoftware services.
e) The company has granted unsecured loan of Rs. 25000000 to UniconTie Up Private Limited. The company has made a provision for interest on loan but nothinghas realized on account of interest since the loan was granted. No legal action initiatedso far to recover the overdue amount of unsecured loan and interest thereon.
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. 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 the Ind ASfinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of 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.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent year. These matters were addressed in the context of our audit of the Ind ASfinancial statements and in forming our opinion thereon and we do not provide a separateopinion except the matters described in the Basis for Qualified Opinion section.
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards ("Ind AS") notified under Section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended from time totime.
This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the Ind AS financial statements the Board of Directors isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the audit of the Standalone FinancialStatements
Our objectives are to obtain reasonable assurance about whether the IndAS financial statements as a whole are free from material misstatement whether due tofraud or error and to issue an auditor's report that includes our 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 professionaljudgment and maintain professional skepticism throughout the audit. We also:
a) Identify and assess the risks of material misstatement of theStandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
b) Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
d) Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.
e) Evaluate the overall presentation structure and content of theStandalone financial statements including the disclosures and whether the Standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2020 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.
As required by section 143 (3) of the Act we report that:
a) We have sought and obtained all the information and explanationsexcept for the matter described in the Basis for Qualified Opinion paragraph above whichto the best of our knowledge and belief were necessary for the purpose of our audit;
b) Except for the effects of the matters described in the Basis forQualified Opinion paragraph above in our opinion proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of thosebooks;
c) The Balance Sheet and the Statement of Profit and Loss includingother comprehensive income the Cash Flow statement and the statement of changes in equitydealt with by this Report are in agreement with the books of account;
d) Except for the effects of the matters described in the Basis forQualified Opinion paragraph above in our opinion the aforesaid Ind AS financialstatements comply with the Accounting Standards specified under section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 Companies (Indian AccountingStandards) Rules 2015 as amended from time to time;
e) On the basis of written representations received from the directorsas on March 31 2022 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2022 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 overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B"; and
g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company does not have any pending litigations which would impactits financial position;
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.
| ||For S. Agarwal & Co. |
| ||Chartered Accountants |
| ||FRN:000808N |
| ||B. S. Chaudhary |
| ||(Partner) |
|Place: New Delhi ||M. No.: 406200 |
|Date: 26.05.2022 ||UDIN: 22406200AJQRJC5717 |
"Annexure A" to the Independent Auditors' Report
The Annexure A referred to in Independent Auditors' Report to themembers of the Company on the standalone financial statements for the year ended 31 March2022 we report that:
1) (a) (A) The company is maintaining proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.
(B) The company is maintaining proper records showing full particularsof intangible assets.
(b) The Property Plant and Equipment have been physically verified bythe management at reasonable intervals; no material discrepancies were noticed on suchverification.
(c) The title deeds of all the immovable properties (other thanproperties where the company is the lessee and the lease agreements are duly executed infavour of the lessee) disclosed in the financial statements are held in the name of thecompany.
(d) The company has not revalued its Property Plant and Equipment orintangible assets during the year.
(e) No proceedings have been initiated or are pending against thecompany for holding any benami property under the Benami Transactions (Prohibition) Act1988 (45 of 1988) and rules made thereunder.
2) (a) The company does not have any carrying amount of Inventoryduring the year hence reporting on verification on inventory by the management is notapplicable
(b) The company has not been sanctioned any working capital limits morethan five crore rupees in aggregate from banks or financial institutions on the basis ofsecurity of current assets.
3) The Company has not made investments in companies firms LimitedLiability Partnerships and granted unsecured loans to other parties during the year inrespect of which:
(a) The Company has not provided any loans or advances in the nature ofloans or stood guarantee or provided security to any other entity during the year andhence reporting under clause 3(iii)(a) of the Order is not applicable.
(b) In our opinion the investments made and the terms and conditionsof the grant of loans during the year are prima facie not prejudicial to the Company'sinterest as no investment made and no loan granted during the year.
(c) In respect of unsecured interest free demand loan granted by theCompany to CRA Infotech Private Limited amounting to Rs. 58810000 the schedule ofrepayment of principal and payment of interest not been stipulated and the same has beenreported in earlier audit reports.
(d) In respect of loans granted by the Company to Unicon Tie Up Pvt Ltdto the tune of Rs. 25000000. The repayment of principal amount is overdue and interesthas not been received at all and no legal action initiated by the company so far.
(e) No loan granted by the Company which has fallen due during theyear has been renewed or extended or fresh loans granted to settle the overdue ofexisting loans given to the same parties.
(f) The Company has not granted any loans or advances in the nature ofloans either repayable on demand or without specifying any terms or period of repaymentduring the year. Hence reporting under clause 3(iii)(f) is not applicable.
4) The Company has not granted any fresh loans or advances during theyear. No investments made and guarantees and securities provided during the year.Compliance default of section 185 and 186 has been reported in previous audit reports inthe respective years when loan was granted.
5) The Company has not accepted any deposit or amounts which are deemedto be deposits. Hence reporting under clause 3(v) of the Order is not applicable.
6) The maintenance of cost records as specified by the CentralGovernment under sub section (1) of section 148 of the Companies Act is not applicable onthe Company.
7) (a) In our opinion the Company has generally been regular indepositing undisputed statutory dues including Goods and
Services tax Provident Fund Employees' State Insurance Income TaxSales Tax Service Tax duty of Custom duty of Excise Value Added Tax Cess and othermaterial statutory dues applicable to it with the appropriate authorities.
(b) There are no Statutory dues referred to in sub-clause (a) that havenot been deposited on account of any dispute.
8) There are no transactions not recorded in the books of account thathave been surrendered or disclosed as income during the year in the tax assessments underthe Income Tax Act 1961 (43 of 1961).
9) (a) The company has not defaulted in repayment of loans or otherborrowings or in the payment of interest thereon to any lender.
(b) The company has not been declared wilful defaulter by any bank orfinancial institution or other lender.
(c) The company has no borrowed funds during the year therefore theclause relating to diversion of borrowed funds is not applicable on it.
(d) On an overall examination of the financial statements of theCompany funds raised on short term basis have prima facie not been used during the yearfor long-term purposes by the Company.
(e) On an overall examination of the financial statements of theCompany the company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures.
(f) The company has not raised any loans during the year on the pledgeof securities held in its subsidiaries joint ventures or associate companies.
10) (a) The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) therefore clause relating todiversion of said funds is not applicable.
(b) The company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully partially or optionally convertible)during the year.
11) (a) No fraud by the company or fraud on the company has beennoticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the CompaniesAct has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies(Audit and Auditors) Rules 2014 with the Central Government;
(c) No whistle-blower complaints have been received during the yearby the company;
12) The Company is not a Nidhi Company defined under section 406 ofCompanies Act 2013
13) In our opinion all transactions with the related parties are incompliance with section 177 and 188 of Companies Act 2013 and the details have beendisclosed in the financial Statements as required by the applicable accounting standards.
14) a) In our opinion the Company has an adequate internal audit systemcommensurate with the size and the nature of its business.
(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.
15) The company has not entered into any non-cash transactions withdirectors or persons connected with him.
16) (a) The company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934 (2 of 1934).
17) The company has not incurred cash losses in the financial year andin the immediately preceding financial year.
18) There has been no resignation of the statutory auditors during theyear there we are not required to report in that respect.
19) On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements the auditor's knowledge of the Board of Directorsand management plans there is no material uncertainty on the date of the audit reportthat company is capable of meeting its liabilities existing at the date of balance sheetas and when they fall due within a period of one year from the balance sheet date.
20) Provisions of section 135 of the Companies Act 2013 relating to CSRactivities regarding are not applicable on the Company
21) Reporting on any qualifications or adverse remarks by therespective auditors in the Companies (Auditor's Report) Order (CARO) reports of thecompanies included in the consolidated financial statements is not applicable in case ofstandalone financial statements
| ||For S. Agarwal & Co. Chartered Accountants FRN: 000808N |
|Place: New Delhi ||B. S. Chaudhary (Partner) M. No.: 406200 |
|Date: 26.05.2022 ||UDIN: 22406200AJQRJC5717 |
"Annexure B" to the Independent Auditors' Report
(Referred to in paragraph 2(f) of the independent auditor's report ofeven date on the financial statements of the company for the year ended March 31 2022.)
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act"). We haveaudited the internal financial controls over financial reporting of Integratelecommunication & Software Limited ("the Company") as of March 31 2022 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 Board of Directors of the Company are responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the "Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting" (the "Guidance Note") issued by the Institute ofChartered Accountants of India ("ICAI"). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the 'Guidance Note') and the Standards on Auditing to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India and deemed to be prescribed under section 143(10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors' judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisations ofmanagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2022 basedon 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 S. Agarwal & Co. |
| ||Chartered Accountants |
| ||FRN:000808N |
| ||B. S. Chaudhary |
| ||(Partner) |
|Place: New Delhi ||M. No.: 406200 |
|Date: 26.05.2022 ||UDIN: 22406200AJQRJC5717 |