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Neueon Towers Ltd.

BSE: 532887 Sector: Infrastructure
NSE: NTL ISIN Code: INE333I01036
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NSE 00:00 | 01 Apr 0.35 0.05
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VOLUME 510
52-Week high 1.01
52-Week low 0.37
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.38
Buy Qty 90.00
Sell Price 0.38
Sell Qty 10.00
OPEN 0.37
CLOSE 0.38
VOLUME 510
52-Week high 1.01
52-Week low 0.37
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.38
Buy Qty 90.00
Sell Price 0.38
Sell Qty 10.00

Neueon Towers Ltd. (NTL) - Auditors Report

Company auditors report

To

The Members

Neueon Towers Limited.

Report on the Standalone Financial Statements

We have audited the accompanying standalone Ind AS financial statements of NeueonTowers Limited (‘the Company') which comprise the balance sheet as at 31 March2019 the statement of profit and loss (including other comprehensive income) statementof changes in Equity and the statement of cash flows for the year then ended and notes tothe financial statements including a summary of the significant accounting policies andother explanatory information (herein after referred to as "standalone Ind ASfinancial statements").

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matters described in the Basis for Qualifiedopinion paragraph below the aforesaid Standalone Ind AS financial statements do not givea true and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the company as at March 31 2019 of its profit/losschanges in equity and the cash flows for the year then ended.

Basis for Qualified Opinion

a. The Company has defaulted in repayment of dues to Banks/Financial institutionsduring the current financial year. All loans outstanding were classified as NPA by thebanks during the preceeding financial years. Provision for interest (excluding penalinterest) amounting to Rs.25321.5 lakhs On working capital and term loans has not beenmade in the books by the Company as these Loans were classified as NPA by the Lendingbanks and Financial institutions. The loss of the Company has been understated by Rs.25321.5 lakhs in view of the non provision of the interest amount. If the accruedinterest on outstanding bank facilities is debited to the statement of profit or loss thenthe company will incur a loss of Rs. 85903.08 lakhs.

b. The company has made a provision of Rs. 39512.17 lakhs during the current year therealisability of trade receivables amounting to Rs. 26654.53 lakhs is in doubt and thecompany has not made any provision for bad and doubtful debts in respect of thesereceivables.

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 Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 16.1.23 of the Standalone Ind AS financial statementsregarding preparation of the Ind AS standalone financial statements on going concern basisfor reasons stated therein. The appropriateness of assumption of going concern isdependent on realization of various initiatives taken by the company and the company'sability to generate cash flows in future to meet its obligations.

Our opinion is not modified in respect of 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.

Sr.No. Key Audit Matters Auditor's response
1. Accuracy of recognition measurement presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) Principal Audit Procedures We assessed the Company's process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
Principal Audit Procedures We assessed the Company's process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period. Additionally new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period. Additionally Evaluated the design of internal controls relating to implementation of the new revenue accounting standard. Selected a sample of continuing and new contracts and tested the operating effectiveness of the internal control relating to identification of the distinct performance obligations and determination of transaction price. Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. We reviewed the collation of information and the logic of the report generated from the information system used to prepare the disclosure relating to the periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.

Other Information:

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 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.

Management's Responsibility for the Financial 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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible 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 management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Board of Directors are alsoresponsible for overseeing the Company's financial reporting process.

Auditor's 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 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 skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• 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 Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to standalone financial statements inplace and the operating effectiveness 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 standalone 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 ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 auditors' 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 Act we give in the Annexure A to this report a statement on the matters specified inthe paragraph 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 the statement of cash flows andthe statement of changes in equity dealt with by this Report are in agreement with thebooks of account;

d) In our opinion the aforesaid Standalone Ind AS financial statements comply with theAccounting Standards (Ind AS) specified 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 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of SectionRs. (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"; and

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.

According to the information and explanations given to us and based on our examinationof the records of the Company the company has not paid any managerial remuneration to anydirector.

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 Ind AS financial statements – Note No 15;

ii. The company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company.

For VENUGOPAL & CHENOY
Chartered Accountants
FRN: 004671S
(P.V. SRI HARI)
Place: Hyderabad Partner
Date: 26-04-2019 Membership No. 021961

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

The Annexure A referred to in our Independent Auditor's Report to the members of theCompany on the standalone financial statements for the year ended March 31 2019 wereport that:

i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable having regardto the size of the Company and nature of its assets. No material discrepancies have beennoticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii) a) The inventories have been physically verified by the management during the year.In our opinion the frequency of such verification is reasonable.

b) The procedures of physical verification of inventories followed by the managementare reasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

c) The Company has maintained proper records of the said stocks. As explained to usthere were no material discrepancies noticed on physical verification of inventory ascompared to the book records.

iii) During the year the Company has not granted any loans secured or unsecured toparties covered in the register maintained under section 189 of the Act. Hence paragraph3(iii) of the Order is not applicable.

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

v) The Company has not accepted any deposits within the meaning of provisions ofsections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed there under

vi) We have broadly reviewed the books of account relating to materials labour andother items of cost maintained by the Company pursuant to the Rules made by the CentralGovernment for the maintenance of cost records under sub–section (1) of Section 148of the Act in respect of the activities carried on by the Company wherever applicable andwe are of the opinion that prima facie the prescribed accounts and records have been madeand maintained. However we have not made a detailed examination of the records.

vii) (a) According to the information and explanations given to us and on the basis ofexamination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax Goods and service tax duty of customs duty of excisevalue added tax cess and other material statutory dues have been irregularly depositedduring the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amounts arepayable in respect of income tax sales tax Goods and services tax duty of customs dutyof excise value added tax or cess and other material statutory dues were in arrears as at31 March 2019 for a period of more than six months from the date they became payable

b) According to information and explanations given to us the following dues (amounts)have not been deposited by the Company on account of disputes/assessment:

(Rs. In Lakhs)
Income Tax (2009-2010) 151.14
Income Tax (2010-2011) 2688.45
Income Tax (2011-2012) 2447.15
Income Tax (2012-2013) 129.69
Income Tax (2013-2014) 102.20

 

Name of the Statute (Nature of the Dues) Period to which the amount relates Forum where matter is pending Amount (Rs. In Lakhs)
Excise Department:
Excise Duty on Job Work 2010-2011 Additional Commissioner of central Excise Rs. 30.98 lacs (paid Rs.15.49 lacs during the year 2010-2011
Sales Tax Department:
Submission of C Forms 2010-2011 Appellate Deputy Commissioner Rs. 43.21 lacs
Submission of C Forms 2011-2012 Appellate Deputy Commissioner Rs. 34.01 lacs
Submission of C Forms 2012-2013 Appellate Deputy Commissioner Rs. 8.26 lacs
Submission of C Forms 2013-2014 Appellate Deputy Commissioner Rs. 81.02 lacs
Submission of C Forms 2014-15 Appellate Deputy Commissioner Rs. 7.01 lacs
VAT 2013-14 to 2015-16 Commercial tax officer Punjagutta Rs. 1 lakh

viii) According to the information and explanations given to us and on the basis ofexamination of the records the company has defaulted in repayment of loans along withinterest to the Banks/ financial institutions during the year. The details of overdueprincipal of the company's borrowings are as follows we were unable to arrive at theoverdue interest due to inadequate information.

Overdue as on 31.03.2019.

(Rs. In Crores)

S.No Bank/Financial institution Principal
1. Exim Import Bank of India 25.00
2. Punjab national Bank 371.41
3. IDBI Bank 649.60
4. Edelweiss Asset reconstruction 77.20
5. Andhra Bank 214.43
6. Central Bank 389.35
7. UCO Bank 173.67
8. L&T Infrastructure Finance Co.Ltd 4.18
9. SREI Equipment finance 27.91
Total 1862.95

ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion and according to the information andexplanations given to us the term loans have been applied for the purpose for which theloans were obtained.

x) According to the information and explanations given to us no fraud by the companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not paid managerialremuneration to its Managing Director.

xii) The Company is not a Nidhi Company. Hence paragraph 3 (xii) of the Order is notapplicable..

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

xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares and has complied with Section 42 of the CompaniesAct 2013 and hence reporting under clause 3(xiv) of the Order is not applicable to theCompany.

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

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

For VENUGOPAL & CHENOY
Chartered Accountants
FRN: 004671S
(P.V. SRI HARI)
Place: Hyderabad Partner
Date: 26-04-2019 Membership No. 021961

ANNEXURE - B TO THE AUDITORS' REPORT

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

We have audited the internal financial controls over financial reporting of NeueonTowers Limited ("the Company") as of 31 March 2019 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

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

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our 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 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 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.

The Company needs to document procedures and controls vis--vis internal controls overFinancial Reporting.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2019 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.

For VENUGOPAL & CHENOY
Chartered Accountants
FRN: 004671S
(P.V. SRI HARI)
Place: Hyderabad Partner
Date: 26-04-2019 Membership No. 021961