Report on the Financial Statements
We have audited the accompanying financial statements of M/s Uniinfo Telecom Services Limited (‘the Company’), which comprise the Balance Sheet as at March 31,2018, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principle Generally Accepted in India including Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2018;
b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
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 section (11) of Section 143 of the Act, we enclose in the Annexure ‘A’ statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) ofthe Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been 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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with relevant rule issued thereunder.
e) With respect to the adequacy of the internal financial controls over financial reporting of the company and operating effectiveness of such controls, refer to our separate report in “Annexure B”; our report express an unmodified opinion on the adequacy and operating effectiveness of the company’s internal financial control over financial reporting.
f) On the basis of written representations received from the directors as on March 31,2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2018 from being appointed as a director in terms of section 164 (2) of the Act;
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the Rule 11 of the Companies ( Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and explanations given to us:
i) the Company has no pending litigations on its financial position in its financial statements.
ii) the Company has made provision, as required under the applicable accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.
iii) There were no amounts which required to be transferred to the Investor Education and Protection Fund by the company.
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date)
I) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) The fixed assets have been physically verified by the management during the year and there is a regular programme of verification of such assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.
c) As informed, no material discrepancies were noticed on such verification and the same has been properly dealt with in the books of accounts.
ii) The Company is service company, primarily rendering services to telecom companies, it does not hold any physical inventory. Accordingly, the clause 3 (ii) of the order is not applicable to the company.
iii) According to the information and explanation given to us, Company has, during the year, not granted any loans, secured or unsecured, to companies, firm and other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, paragraph 3(iii) (a)(b)(c) of the Order is not applicable to the Company.
iv) According to the information and explanation given to us, company has complied all the provisions of Section 185 and 186 ofthe Companies Act, 2013, as applicable.
v) The Company has not accepted any deposits from public. Thus, directives issued by the RBI regarding the same are not applicable to the Company.
vi) According to information and explanation given to us ,the Company is not required to maintain cost records under (Cost Records & Audit) Rules, 2014, prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013.
vii) a) According to the information and explanation given to us the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, goods and service tax, custom duty, excise duty, value added tax, cess, and other statutory dues to the extent applicable to it though there has been slight delay in few cases of TDS, PF and ESIC.
b) According to the information and explanation given to us there are no dues of income tax, sales tax, custom duty, excise duty, cess, which have not been deposited on account of any dispute.
viii) In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to financial institution or bank. The company has not taken any loan from the government and has not issued any debentures.
ix) According to the information and explanations given to us, on an overall basis, fund raised by way of public offer (IPO) were subsequently utilised during the year at various dates for the purpose for which they were obtained and balance amount remained unutilised at March 31, 2018 were kept under temporarily under bank fixed deposits, mutual funds and bank accounts.
Further, term loan have been applied for the purpose for which it was raised.
x) Based upon the audit procedures performed and according to information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year or on the company by its officers or employees.
xi) Based on the information and explanation given to us the Managerial remuneration has been paid in accordance with the requisite approvals as mandated by the provisions of Section 197 read with the schedule 5 to the Companies Act, 2013.
xii) In our opinion and according to the information and explanation given to us, the company is not Nidhi Company. Accordingly, paragraph 3(xii) ofthe order is not applicable.
xiii) According to the information and explanations given to us, and based on our examination of the records of the company, all the transaction with the related parties are in the compliance with the section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statement etc. as required by the applicable Accounting Standards.
xiv) According to the information and explanations given to us during the year, the company has made private placement of 9,46,000 equity shares of face value of Rs.10/- each at a price of Rs. 55/- per equity share, aggregating up to Rs. 520.30 lakhs as Pre- IPO placement.
xv) Based upon the audit procedure performed and the information and explanations given by the management, the company has not entered into any non cash transaction with the directors persons concerned with directors. Accordingly, the provisions of paragraph 3(xv) of the order are not applicable to the company.
xvi) The company is not required to take registration under section 45IA of RBI Act, 1934, and accordingly the clause 3 (xvi) of the order is not applicable to the Company.
Annexure- B to the Auditor’s Report
(Referred to is paragraph 2(e) under “Report on other legal and regulatory requirements section of our report to the members of Uniinfo Telecom Services Limited of even date)
Report on the Internal Financial Controls under Clause (i) of the Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of the M/s Uniinfo Telecom Services Ltd. (“the Company”) as of 31 March 2018 in conjunction with our audit of 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of the internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficiently conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 financial reporting, including the; possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not to be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For APG & Associates
Chartered Accountants
FRN No. 119598W
Place: Indore
Dated: 30/05/2018 (C A ATUL SHARMA)
Partner
Membership No 075615
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