You are here » Home » Companies » Company Overview » Vindhya Telelinks Ltd

Vindhya Telelinks Ltd.

BSE: 517015 Sector: Engineering
NSE: VINDHYATEL ISIN Code: INE707A01012
BSE 14:13 | 28 Nov 1639.30 -1.60
(-0.10%)
OPEN

1650.00

HIGH

1675.25

LOW

1631.00

NSE 14:04 | 28 Nov 1640.30 -11.20
(-0.68%)
OPEN

1659.00

HIGH

1679.00

LOW

1630.60

OPEN 1650.00
PREVIOUS CLOSE 1640.90
VOLUME 703
52-Week high 1688.65
52-Week low 849.00
P/E 22.46
Mkt Cap.(Rs cr) 1,943
Buy Price 1639.30
Buy Qty 1.00
Sell Price 1643.05
Sell Qty 1.00
OPEN 1650.00
CLOSE 1640.90
VOLUME 703
52-Week high 1688.65
52-Week low 849.00
P/E 22.46
Mkt Cap.(Rs cr) 1,943
Buy Price 1639.30
Buy Qty 1.00
Sell Price 1643.05
Sell Qty 1.00

Vindhya Telelinks Ltd. (VINDHYATEL) - Auditors Report

Company auditors report

TO THE MEMBERS OF VINDHYA TELELINKS LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone Ind AS financial statementsof Vindhya Telelinks Limited ("the Company") which comprise the Balance Sheetas at March 31 2022 the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows for the yearthen ended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone 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 2022its profit total comprehensive income changes in equity and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs)specified under section 143(10) of the Act. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the Standalonefinancial 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 ("ICAI") together with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Standalone Financial Statements.

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 period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters we have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matter Audit Response
Revenue recognition for construction contracts: Our audit procedure included among others:
In respect of construction contracts the management is required to make various accounting estimates and judgements for the purpose of revenue recognition over time like identification of performance obligation determination of transaction price the stage of completion the timing of revenue recognition estimated project costs and revenue. • We obtained an understanding of the process followed by the Company in determination of the estimates and contract revenue.
The process among others take into consideration contract risks price variation claims liquidated damages & penalties periodic certification from customers recoverability of trade receivables. • We performed walkthrough procedures over the process of identification of performance obligation.
The Company periodically reviews the estimates involved and any cumulative effect of such changes are recognized in the period in which such changes are determined. • We tested the design and implementation of internal control over the quantification of the estimates used as well as the operating effectiveness of such control.
Given the significance of the revenue recognition as stated above we determined this to be a key audit matter. • We tested segregation of duties while recording the contracts in the Company's information system and recognising revenue from such contracts.
• We performed substantive procedures as considered appropriate in accordance with standard on auditing.
• We tested appropriateness of the disclosures in the financial statements in respect of such construction contracts to ensure compliance with Ind AS 115.
Based on our work as stated above no significant deviations were observed.
Key Audit Matter Audit Response
Indefeasible Right to Use (IRU) - Lease arrangements: Our audit procedure included among others:
The Company as a lessor enters into certain non-cancellable longterm finance lease arrangements for passive optical fibre cable networks under IP-1 on Indefeasible Right to Use (IRU) basis. As • We obtained an understanding of the accounting treatment followed for revenue recognition vis-a-vis IRU contracts entered into by the Company.
per the accounting policy these transactions are treated as Outright- sales. Profit or loss resulting from outright sales is recognized in the statement of profit and loss immediately. The cost of sales and carrying amount of unsold passive optical fibre network under IP-1 are required to be determined. • We tested the terms and conditions of the contracts and evaluating the point of transfer of control.
This determination involves making estimates and judgement with respect to allocation of materials subcontracting cost and other costs on the basis of total estimated fibre pairs/duct to be sold under a specific route. • We tested the estimates involved in allocation of cost of sales of IRU network and that of unsold portion of the network and basis of estimating the net realisable value.
The estimates and underlying assumptions are reviewed on a periodic basis. Given the significance of the IRU in the financial statements as at March 31 2022 we determined this to be a key audit matter. • We tested the adequacy of the disclosures in the Notes to the standalone financial statements.
Valuation of trade receivables in view of the risk of credit losses: Based on our work as stated above no significant deviations were observed.
Trade receivables is a significant item in the Company's financial statements as at March 312022 and assumptions used for estimating the credit loss on receivables is an area which is determined by management's judgment. The Company makes an assessment of the estimated credit losses on trade receivables based on credit risk project status past history latest discussion/ correspondence with the customer. Given the significance of these receivables in the financial statements as at March 312022 we determined this to be a key audit matter. Our audit procedure included among others:
• We assessed the company's processes and controls relating to the monitoring of trade receivables and considered ageing to identify collection risks.
• We inquired with senior management regarding status of collectability of the receivables and discussed material outstanding balances with the senior management.
• We obtained evidence of receipts subsequent to the year end from the customers.
• We assessed management's assumptions used to calculate the impairment loss on trade receivables through analyses of ageing of receivables assessment of significant overdue trade receivables.
• We assessed the overall reasonableness of the allowance for doubtful debts.
Based on our work as stated above no significant deviations were observed.

Information Other than the Financial Statements and Auditor'sReport Thereon

The other information comprises the information included in the Annualreport 2021-22 but does not include the standalone financial statements and ourauditor's report thereon.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's and Board of Directors' Responsibility for theStandalone Financial Statements

The Company's Management and the Board of Directors areresponsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income changes inequity and cash flows of the Company in accordance with the Ind As and other accountingprinciples generally accepted in India. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andthe Board of Directors are responsible for assessing the Company's ability tocontinue as a going concern disclosing as applicable matters related to going concernand using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of 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:

• 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.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• 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.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in thefinancial statements.

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.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of section143(11) of the Act we give in "Annexure 1" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

(2) As required by section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statementscomply with the Ind AS specified under section 133 of the Act;

(e) On the basis of the written representations received from thedirectors as on March 312022 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 312022 from being appointed as a director in termsof section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls we give our separate report in "Annexure 2".

(g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of section 197(16) of the Actas amended:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

(i) The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 36(a)(i)(ii)&(v) on Contingent Liabilities to the standalone financial statements;

(ii) The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

(iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

(iv) (a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s)or entity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person(s) or entity(ies) including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) contain anymaterial misstatement.

(v) As stated in Note 36(c) to the standalone financial statements:

(a) The final dividend proposed in the previous year declared and paidby the Company during the year is in accordance with section 123 of the Companies Act 2013to the extent it applies to payment of dividend.

(b) The Board of Directors of the Company have proposed final dividendfor the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The amount of dividend proposed is in accordance with section 123 of the Act asapplicable.

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' in the Independent Auditor's Report of even date to themembers of Vindhya Telelinks Limited on the standalone financial statements for the yearended March 312022]

To the best of our information and according to the informationexplanations and written representations provided to us by the Company and the books ofaccount and other records examined by us in the normal course of audit we report that:

(i) In respect of the Company's Property Plant and Equipment andIntangible assets:

(a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant and equipmentand relevant details of right of use assets and investment property.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) The property plant and equipment right of use assets andinvestment property have been physically verified by the management during the year and nomaterial discrepancies were noticed on such verification. In our opinion the frequency ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) The title deeds of all the immovable properties includinginvestment properties held by the Company (other than properties where the Company is thelessee and the lease agreements are duly executed in favour of the lessee) disclosed inthe financial statements are held in the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment (andRight of Use assets) or intangible 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. Accordingly reporting under clause 3(i)(e)of the Order is not applicable to the Company.

(ii) (a) The inventories except underground optical fibre cable networkbuilt by the Company under IP-1 License have been physically verified by the management atreasonable intervals during the year. Underground optical fibre cable network built by theCompany under IP-1 License has been verified from the inspection/acceptance testing (AT)reports. No material discrepancies were noticed on physical verification.

(b) The Company has a working capital limit in excess of ' 5 croresanctioned by banks based on the security of current assets during the year. The quarterlystatements in respect of the working capital limits have been filed by the Company withsuch banks and such statements are in agreement with the books of account of the Companyfor the respective periods.

(iii) The Company has not made any investment in provided anyguarantee or security or granted any loans or advances in the nature of loans secured orunsecured to companies firms Limited Liability Partnerships (LLPs). The Company hasgranted interest free loans to its employees as per Company's established policyduring the year.

(a) The Company has not made any investment in provided any guaranteeor security or granted any loans or advances in the nature of loans secured or unsecuredto companies firms Limited Liability Partnerships (LLPs) or any other entity during theyear. Accordingly reporting under clause 3(iii) (a) of the Order is not applicable to theCompany.

(b) The terms and conditions of the grant of all loans are not primafacie prejudicial to the interest of the Company.

(c) In respect of loans granted by the Company the schedule ofrepayment of principal has been stipulated and the repayments of principal are regular.

(d) There is no overdue amount in respect of loans granted to suchemployees.

(e) No loans or advances in the nature of loans granted by the Companywhich have fallen due during the year have been renewed or extended or fresh loansgranted to settle the over dues of existing loans given to the same parties.

(f) The Company has not granted any loans or advances in the nature ofloans which are repayable on demand or without specifying any terms or period ofrepayment.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of sections 185 and 186 of theAct in respect of loans investments guarantees and security as applicable.

(v) The Company has not accepted any deposits and there are no amountswhich have been considered as deemed deposit within the meaning of sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglyreporting under clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by theCompany in respect of products where maintenance of cost records has been specified by theCentral Government under sub-section (1) of section 148 of the Act and the rules framedthere under and are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. However we have not made a detailed examination of thecost records with a view to determine whether they are accurate or complete.

(vii) (a) In our opinion and according to the information andexplanations given to us the Company is regular in depositing undisputed statutory duesincluding goods and services tax provident fund employees' state insuranceincome-tax sales- tax service tax duty of customs duty of excise value added taxcess and other material statutory dues as applicable with the appropriate authorities.Further no undisputed amounts payable in respect thereof were outstanding at the year-endfor a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us thereare no statutory dues referred in sub-clause (a) which have not been deposited with theappropriate authorities on account of any dispute except for the following:

Name of the statute Nature of dues Gross Amount (Rs in lakhs) Period to which the amount relates Forum where dispute is pending
The Madhya Pradesh Municipal Corporation Act 1956 Property tax 311.36 F.Y. 2003-04 to F.Y. 2021-22 MP High Court

(viii) According to the information and explanations given to us notransactions were surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961) which have not been recorded inthe books of accounts.

(ix) (a) According to the information and explanations given to us theCompany has not defaulted in repayment of its loans or borrowings or in the payment ofinterest thereon to any lender.

(b) According to the information and explanations given to us includingconfirmations received from banks and other lenders and written representation receivedfrom the management of the Company and on the basis of our audit procedures we reportthat the Company has not been declared a willful defaulter by any bank or financialinstitution or other lender.

(c) In our opinion and according to the information and explanationsgiven to us money raised by way of term loans were applied for the purposes for whichthese were obtained.

(d) In our opinion and according to the information and explanationsgiven to us and on an overall examination of the financial statements of the Companyfunds raised by the Company on short term basis have not been utilised for long termpurposes.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company the Company has not takenany funds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures.

(f) According to the information and explanations given to us theCompany has not raised any loans during the year on the pledge of securities held in itssubsidiaries joint ventures or associate companies.

(x) (a) The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) during the year. Accordinglyreporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares or (fullypartially or optionally) convertible debentures during the year. Accordingly reportingunder clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the informationand explanations given to us no fraud by the Company or on the Company has been noticedor reported during the period covered by our audit.

(b) No report under section 143(12) of the Act has been filed with theCentral Government for the period covered by our audit.

(c) According to the information and explanations given to us includingthe written representation made to us by the management of the Company there are nowhistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules 2014 arenot applicable to it. Accordingly reporting under clause 3(xii) of the Order is notapplicable to the Company.

(xiii) In our opinion and according to the information and explanationsgiven to us all transactions entered into by the Company with the related parties are incompliance with sections 177 and 188 of the Act where applicable. Further the details ofsuch related party transactions have been disclosed in the standalone financialstatements as required under Indian Accounting Standard (Ind AS) 24 Related PartyDisclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribedunder section 133 of the Act.

(xiv) (a) In our opinion and according to the information andexplanations given to us the Company has an internal audit system as

required under section 138 of the Act which is commensurate with thesize and nature of its business.

(b) We have considered the reports issued by the Internal Auditors ofthe Company till date for the period under audit.

(xv) According to the information and explanation given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected with them and accordingly provisions of section 192 of the Act are notapplicable to the Company.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934. Accordingly reporting under clause 3(xvi) (a) and(b) of the Order is not applicable to the Company.

The Company is not a Core Investment Company and there are no CoreInvestment Companies in the Group. Accordingly reporting under clause 3(xvi) (c) and (d)of the Order is not applicable to the Company.

(xvii) The Company has not incurred any cash loss in the current aswell as the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly reporting under clause 3(xviii) of the Order is not applicable tothe Company.

(xix) On the basis of the financial ratios ageing and expected datesof realisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.

(xx) (a) There are no unspent amounts towards Corporate SocialResponsibility (CSR) on other than ongoing projects requiring a transfer to a Fundspecified in Schedule VII of the Companies Act 2013 in compliance with second proviso tosub-section (5) of Section 135 of the Act. Accordingly reporting under clause 3(xx)(a) ofthe Order is not applicable to the Company.

(b) The Company has transferred the remaining unspent amount undersub-section (5) of section 135 of the Act in respect of ongoing project within a periodof 30 days from the end of financial year to a special account in compliance with theprovision of sub-section (6) of section 135 of the Act.

(xxi) The reporting under clause (xxi) is not applicable in respect ofaudit of standalone financial statements of the Company. Accordingly no comment has beenincluded in respect of said clause under this report.

For BGJC & Associates LLP
Chartered Accountants
ICAI Firm Regn. No. 003304N/N500056
Pranav Jain
Partner
Place : New Delhi Membership No. 098308
Dated : May 23 2022 UDIN : 22098308AKCHWN9944

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' in the Independent Auditor's Report of even date to themembers of Vindhya Telelinks Limited on the standalone financial statements for the yearended March 312022]

Report on the Internal Financial Controls over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Vindhya Telelinks Limited ("the Company") as of March 31 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining 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 Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditingspecified under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting isa process 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 controlover financial 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.

Opinion

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 312022 based onthe 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 ICAI.

For BGJC & Associates LLP
Chartered Accountants
ICAI Firm Regn. No. 003304N/N500056
Pranav Jain
Partner
Place : New Delhi Membership No. 098308
Dated : May 23 2022 UDIN : 22098308AKCHWN9944

.