neueon towers ltd Auditors report


To the Board of Directors of NEUEON TOWERS LIMITED

Report on the Audit of the StandaloneInd AS Financial Statements

Qualified Opinion

We have audited the standaloneInd AS financial statements of NEUEON TOWERS LIMITED ("the Company"), which comprise the balance sheet as at 31st March 2021, and the statement of Profit and Loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as " Ind AS financial statements").

In our opinion and to the best of our information and according to the explanation given to us, except for the effects of the matters described in the basis for qualified opinion paragraph below, the aforesaid standalone Ind AS financial statements give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at March 31, 2021 of its profit/loss changes in equity and the cash flows for the year the ended.

Basis for Qualified Opinion

a. The Company has not provided interest on Working Capital and Term Loans as the Company is under Corporate Insolvency Process

(CIRP) under IB Code.

b. The company has made a provision of NIL lakhs during the current year, the realisability of trade receivables amounting to Rs.16,315.61 Lakhs is in doubt and the company has not made any provision for bad and doubtful debts in respect of these receivables.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty Related to Going Concern

The Company has accumulated losses and its net worth has been fully eroded due to continuous losses and the Companys current liabilities exceeded its current assets as at March 31, 2021. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the Note No. 17(i)(1.23)

Our opinion is not modified in respect of this matter

Emphasis of matter

We draw attention to Note No. 17(i)(1.24) of the standalone Financial Statements regarding impact of COVID-19 pandemic. The situation

continues to be uncertain and the Company is evaluating the situation on an ongoing basis with respect to the challenges faced.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2021. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matters described in the Basis for Qualified Opinion section referred in above para and Material Uncertainty Related to Going Concern section in above para, We have determined the matters described in below to be the key audit matters to be communicated in our report.

Key Audit Matters Auditors response
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 Companys 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 Companys 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 judgments 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.
The application of the new revenue accounting standard involves certain key judgments 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 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 budgeting 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 Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our 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 a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys 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 of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

In preparing the financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit.

We also:

l Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

l Obtain an understanding of internal control relevant to the audit in order to design 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 has adequate internal financial controls with reference to standalone financial statements in place and the operating

effectiveness of such controls.

l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

l Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

l Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, except for the matter described in the Basis for Qualified Opinion paragraph above, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, 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) except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, except for the effects/possible effects of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act and the rules prescribed there under;

e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) In our opinion, the managerial remuneration for the year ended March 31, 2021 has not been provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act as the company under the Corporate Insolvency Process (CIRP).

h) With respect to the other matters to be included in the Auditors 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 the explanations given to us:

i. The pending litigations of the company that might impact the financial position of the company are disclosed in the standalone financial statements– Refer note no.16 to the financial statements;

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

iii. There were no amounts, required to be transferred to the investor Education and protection fund by the company.

FOR VENUGOPAL & CHENOY
CHARTERED ACCOUNTANTS
FRN: 004671S
(P.V.SRI HARI)
Partner
Membership No.021961
UDIN: 21021961AAAAFS8937
Place : Hyderabad
Date : 29.06.2021

Annexure - A to the Auditors Report

The Annexure A referred to in our Independent Auditors Report to the members of the Company on the Standalone financial statements for the year ended 31 March 2021, we report that:

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 Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified during the year. In accordance with this programme, fixed assets were verified during the year and no material discrepancies were notice on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company there were no immovable properties are held in the name of the Company at the Regional office the Company. ii. In respect of Inventories:

(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 management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of the said stocks. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records. iii. During the year, the Company has not granted any loans secured or unsecured to parties covered in the register maintained under section 189 of the Act. Hence paragraph 3 (iii) of the Order is not applicable iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities. v. Company has not accepted any deposits, within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub–section (1) of Section 148 of the Act in respect of the activities carried on by the Company, wherever applicable and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

vii. In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, Goods and service tax, duty of customs, duty of excise, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts are payable in respect of income tax, sales tax, Goods and services tax, duty of customs, duty of excise, value added tax or cess and other material statutory dues were in arrears as at 31 March 2021 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of duty of customs, income tax, service tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the dues of Value added tax have not been deposited by the Company on account of disputes pending are as under:

Name of the statute Name of the dues Amount disputed (In Rs. In lakhs) Period Forum where dispute is pending
Income Tax dues Income Tax 50.04 AY 2007-08 CPC
Income Tax dues Income Tax 865.01 AY 2008-09 AO
Income Tax dues Income Tax 29.23 AY 2009-10 AO
Income Tax dues Income Tax 87.49 AY 2010-11 AO
Income Tax dues Income Tax 853.00 AY 2011 -12 ITBA
Income Tax dues Income Tax 100.96 AY 2012-13 ITBA
Income Tax dues Income Tax 413.39 AY 2013-14 AO
Income Tax dues Income Tax 379.38 AY 2014-15 AO
Income Tax dues Income Tax 0.01 AY 2015-16 CPC
Income Tax dues Income Tax 90.59 AY 2017-18 CPC
Income Tax dues Income Tax 26.57 AY 2018-19 CPC
TDS Penalties ITO(TDS) 1.14 FY 2009-10 CPC
TDS Penalties ITO(TDS) 3.17 FY 2010-11 CPC
TDS Penalties ITO(TDS) 1.94 FY 2011-12 CPC
TDS Penalties ITO(TDS) 5.28 FY 2012-13 CPC
TDS Penalties ITO(TDS) 2.77 FY 2013-14 CPC
TDS Penalties ITO(TDS) 1.77 FY 2014-15 CPC
TDS Penalties ITO(TDS) 0.93 FY 2015-16 CPC
TDS Penalties ITO(TDS) 0.07 FY 2016-17 CPC
TDS Penalties ITO(TDS) 5.93 FY 2017-18 CPC
TDS Penalties ITO(TDS) 2.43 FY 2018-19 CPC
TDS Penalties ITO(TDS) 1.60 FY 2019-20 CPC
TDS Penalties ITO(TDS) 0.22 FY 2020-21 CPC
"C" forms Pending Sales Tax 43.21 FY 2010-11 STAT, Hyd
"C" forms Pending Sales Tax 34.01 FY 2011-12 STAT, HYD
"C" forms Pending Sales Tax 8.26 FY 2012-13 ADC,PunjaguttaDiv, Hyd
"C" forms Pending Sales Tax 81.02 FY 2013-14 ADC,PunjaguttaDiv, Hyd
"C" forms Pending Sales Tax 7.01 FY 2014-15 ADC,PunjaguttaDiv, Hyd
"C" forms Pending Sales Tax 40.38 FY 2015-16 CTO,Punjagutta Circle, Hyd
"C" forms Pending Sales Tax 21.08 FY 2016-17 CTO,Punjagutta Circle, Hyd
VAT Tax Sales Tax 1.00 FY 2013-14 CTO,Punjagutta Circle, Hyd
TO 2015-16
VAT Tax Sales Tax 4484.80 FY 2010-11 AC(CT), Chennai, TN State
TO 2012-13
Penalties Provident Regional Provident Fund
FY 2014-15
Fund 26.48 Commissioner,
TO 2019-20
RO,Patancheru.
Penalties FY 2014-15
ESI 0.84 Director, ESI, Hyderabad
TO 2019-20
Contribution ESI 0.03 FY 2019-20 Director, ESI, Hyderabad

viii. According to the information and explanations given to us and on the basis of examination of the records, the company has defaulted in repayment of loans along with interest to the Banks/financial institutions during the year. The details of overdue principal of the companys borrowings are as follows, we were unable to arrive at the overdue interest due to inadequate information.

S.No Bank/Financial institution Principal (Amount in Crores)
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 23.00
Total 1927.84

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. x. According to the information and explanations given to us, no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the course of our audit. xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid managerial remuneration to its Director.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the 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, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards;

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares and has complied with Section 42 of the Companies Act, 2013, and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into noncash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. Requirement of registration if any under section 45-IA of

Reserve Bank of India Act, 1934 are dealt at Central Office.

FOR VENUGOPAL & CHENOY
CHARTERED ACCOUNTANTS
FRN: 004671S
( P.V.SRI HARI )
Partner
Membership No.021961
UDIN: 21021961AAAAFS8937
Place : Hyderabad
Date : 29.06.2021

Annexure - B to the Auditors Report

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

We have audited the internal financial controls over financial reporting of M/s.NEUEON TOWERS LIMITED ("the Company") as of 31 March 2021 in conjunction with our audit of Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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 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 efficient conduct of its business, including adherence to companys 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.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys 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 auditors judgment, including the assessment of the risks of material misstatement of the 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 Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys 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 companys 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 dispositions 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys 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 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 2021, 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 VENUGOPAL & CHENOY
CHARTERED ACCOUNTANTS
FRN: 004671S
( P.V.SRI HARI )
Partner
Membership No.021961
UDIN: 21021961AAAAFS8937
Place : Hyderabad
Date :29.06.2021