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Quadrant Televentures Ltd.

BSE: 511116 Sector: Telecom
NSE: N.A. ISIN Code: INE527B01020
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NSE 05:30 | 01 Jan Quadrant Televentures Ltd
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Buy Price 0.19
Buy Qty 1000.00
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Sell Qty 1168.00
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VOLUME 10
52-Week high 0.52
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.19
Buy Qty 1000.00
Sell Price 0.19
Sell Qty 1168.00

Quadrant Televentures Ltd. (QUADRANTTELE) - Auditors Report

Company auditors report

To the Members of

Quadrant Televentures Limited

Report on the Audit of the Financial Statements

1. Qualified Opinion

We have audited the accompanying financial statements of Quadrant Televentures Limited("the Company") which comprise the Balance Sheet as at 31st March 2019 and theStatement of Profit and Loss (including Other Comprehensive Income) Statement of changesin Equity and Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effect of the matter described in the Basis forqualified Opinion in paragraph 2 below the aforesaid financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2019the loss and total comprehensive income changes in equity and its cash flows for the yearended on that date.

2. Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements.

As stated in Note 40 of financial statements balances of some of the trade payabletrade receivable other liabilities advances and security deposits are subject toconfirmations reconciliation and adjustments if any. The effect of the same isunascertainable and hence the consequential cumulative effect thereof on loss includingother comprehensive income for the year assets liabilities and other equity isunascertainable.

3. Emphasis of Matter

We draw attention to Note 41 to the financial statements the Company has incurred anet loss of Rs. 1288587268 during the year and the accumulated losses as at March 312019 amounted to Rs. 18891598775 resulting in the erosion of its net worth and hascurrent liabilities in excess of current assets by Rs 6644241761 as at March 31 2019.These factors raise doubts that the Company will not be able to continue as a goingconcern. The management is confident of generating cash flows from continue businessoperations through increasing subscribers' base and with the support of significantshareholders to fund its operating and capital fund requirements. In view of the abovethe financial statements have been prepared on a going concern basis. Our report is notqualified in respect of this matter.

4. 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 year. 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 the matters described below to be the key audit matters to be communicatedin our report.

Key Audit Matter Auditor's Response
1. Revenue Recognition: Our Audit procedure included:
Revenue is recognised at the fair value of the consideration received or receivable which is generally the transaction price net of any taxes / duties rebate discounts and process waivers. (refer note 3.12 ) • Assessing the appropriateness of the revenue recognition accounting policies including those relating to discount rebate and waivers by comparing with applicable accounting standards.
Due to Company's presence across different marketing regions within the country and the competitive business environment the estimation of various types of discounts rebate waivers to be recognised based on services made during the year is material and considered to be judgmental. • Testing the design implementation and operating effectiveness of the Company's general IT controls over the Company's systems and manual controls which govern recording of revenue and discount rebates and waiver in the general ledger accounting system.
Due to the level of judgement relating to recognition revenue discount rebate and waiver this is considered a key audit matter. • Performing substantive testing (including year- end cut off testing) by selecting samples of revenue transactions recorded during the year (and before and after the financial year-end) by verifying the underlying documents and approval procedure.
• Comparing the historical trend of discount rebate and waiver.
• Assessing the manual journal posted to revenue. • Considered the adequacy of the Company's disclosure in respect of revenue.
2. Evaluation of Provision and Contingent Liabilities: Our Audit procedure included: • We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind-AS 37 on Provisions Contingent Liabilities and Contingent Assets.
As at the Balance Sheet date the Company has significant open litigation and other contingent liabilities as disclosed in note no. 39. The assessment of the existence of the present legal or constructive obligation analysis of the probability or possibility of the related payment require the management to make judgement and estimates in relation to the issues of each matter. • We have also discussed with the management significant changes from prior periods and obtained a detailed understanding of these items and assumptions applied. We have held regular meetings with the management and key legal personnel responsible for handling legal matters.
The management with the help of opinion and advise of its experts have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. In addition we have reviewed:
• the details of the proceedings before the relevant authorities including communication from the advocates / experts;
Due to the inherent complexity and level of judgement relating to recognition valuation and presentation of provision and contingent liabilities this is considered a key audit matter. • legal advises / opinions obtained by the management if any from experts in the field of law on the legal cases;
• status of each of the material matters as on the date of the balance sheet.
• We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the financial statements.

5. Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theCompany's Annual Report Management Discussion and Analysis Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe 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.

6. Responsibilities Of Management's for the Financial Statements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the 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.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

7. 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 skepticism throughout the audit: We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal 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 system in place and the operating effectiveness ofsuch 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 financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in 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.

8. 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-A a statement on the matters specified inparagraphs 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 except for the matter described in the Basis forqualified Opinion in paragraph 2 above all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes of our audit.

b) except for the matter described in the Basis for qualified Opinion in paragraph 2above 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 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 the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 39 to the financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts - Refer Note 39 to the financial statements;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For KHANDELWAL JAIN & Co

Chartered Accountants

Firm's Registration No. 105049W

Naveen Jain
Place: Gurugram Partner
Date: May 24 2019 Membership No. 511596

Annexure - A to the Auditors' Report

Annexure referred to in paragraph 8 (1) of the Independent Auditors' Report of evendate to the members of Quadrant Televentures Limited on the financial statements for theyear ended 31 March 2019 we report that:

I. (a) The Company has maintained proper records showing full particulars includingquantitative details and situations of its Fixed Assets.

(b) The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program the management during theyear physically verified certain fixed assets. According to the information andexplanations given to us no material discrepancies were noticed on such verification.

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

II. As per the information furnished the management at reasonable intervals during theperiod has physically verified the Inventories. In our opinion having regard to thenature and location of stocks the frequency of physical verification is reasonable andthe discrepancies noticed on physical verification of stocks were not material in relationto the operation of the Company and the same have been properly dealt with in the books ofaccount.

III. According to information and explanations given to us the Company has not grantedany loans secured or unsecured to companies firms and other parties covered in theregister maintained under section 189 of the Companies Act 2013. Accordingly paragraph3(iii) (a) and (b) of the Order are not applicable.

IV. In our opinion and according to the information and explanations given to us theCompany has in respect of loans investments guarantees and security complied with theprovisions of section 185 and 186 of the Companies Act 2013 wherever applicable.

V. In our opinion and according to the information and explanation given to us theCompany has not accepted any deposits within the meaning of the provisions of Sections 73to 76 or any other relevant provisions of the Companies Act 2013 and the rules framedthere under.

VI. We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government undersub section (1) of section 148 of the Companies Act 2013 and we are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

VII. (a) According to the information and explanations given to us and records examinedby us the Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Goods and Service TaxCustom Duty Cess and other statutory dues applicable to it with the appropriateauthorities.

According to the information and explanations given to us there are no undisputedamounts payable in respect of such statutory dues at the year end for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us no dues are outstandingwhich have not been deposited on account of disputes.

VIII. .According to the information and explanations given to us and records examinedby us the Company has defaulted in repayment of dues to banks / debenture holders asfollows:

Amount of Default as on March 31 2019

Delay/Default (In days)

A. Amount Outstanding as at 31st March 2019 and not paid till date Principle Interest Principle Interest
IDBI Bank 352334416 368101164 30-607 Days 30-607 Days
Kotak Mahindra Bank 7934705 10693693 30-181 Days 30-181 Days
Life Insurance Corporation of India 79246620 89016744 30-729 Days 30-788 Days
State Bank of India 26416720 29673579 30-729 Days 30-788 Days
Oriental Bank of Commerce 79250160 89020733 30-729 Days 30-788 Days
Total 545182621 586505912

Further amount defaulted during the year and paid before the Balance Sheet date are asunder:

B. Amount paid before the year end

Amounts

Delay/Default (In days)

Principle Interest Principle Interest
Kotak Mahindra Bank 10562700 10552455 85-89 Days 85-89 Days
Total 10562700 10552455

IX. As per information given to us no money was raised by way of initial public offeror further public offer (including debt instruments) and the Company has not taken anyterm loan during the year.

X. To the best of our knowledge and belief and according to the information andexplanations given to us no fraud on or by the Company has been noticed or reportedduring the course of our audit.

XI. In our opinion and according to the information and explanation given to us and thebooks of accounts verified by us the Company has paid/provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith the Schedule V to the Companies Act.

XII. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the order isnot applicable.

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 Companies Act 2013 where applicable and details ofsuch transactions have been disclosed in the Financial Statements as required by theapplicable accounting standards.

XIV. According to information and explanations given to us the Company during the yearhas not made any preferential allotment as private placement of shares or fully or partlyconvertible debentures. Accordingly paragraph 3(xiv) is not applicable.

XV. According to the information and explanation given to us and certified by themanagement the company has not entered into any non-cash transaction with directors orpersons connected with him.

XVI. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For KHANDELWAL JAIN & Co

Chartered Accountants

Firm's Registration No. 105049W

Naveen Jain
Place: Gurugram Partner
Date: May 24 2019 Membership No. 511596

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")

TO THE MEMBERS OF QUADRANT TELEVENTURES LIMITED

We have audited the internal financial controls over financial reporting of QuadrantTeleventures Limited ("the Company") as of 31 March 2019 in conjunction with ouraudit of the 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.

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 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.

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 KHANDELWAL JAIN & Co Chartered Accountants

Firm's Registration No. 105049W

Naveen Jain
Place: Gurugram Partner
Date: May 24 2019 Membership No. 511596