To the Members
of M/S SAMTEL INDIA LIMITED
i
Report on the Audit of the Standalone Ind AS Financial Statements Opinion
We have audited the standalone financial statements of M/s SAMTEL INDIA LIMITED (“the
Company”), which comprises of the Balance Sheet as at March 31, 2023 the
Statement of Profit and Loss (including Other Comprehensive Income ), Statement of Cash
Flows for the year ended, Statement of Changes in Equity and notes to the financial
statements including a summary of significant accounting policies and other explanatory
information (herein referred to as "the . standalone Ind AS Financial Statements).
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone 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 including Indian Accounting Standards
(‘Ind AS) specified under Section 133 of the Act, of the state of affairs (financial
position) of the Company as at March 31, 2023, and its profit including other
comprehensive income and its cash flows and the statement of changes in equity for the
year ended on that date.
Basis for Opinion
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 there
under, 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 audit opinion on the Standalone
Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements
as a whole, and in forming our opinion 1 , thereon, and we do not provide a
separate opinion on these matters.
a) Refer Note ( XI) in Notes to Accounts annexed with the financial statements for the
year ended March 31,2023 wherein explanation in the matter of Preparation of Financial
Statements on Going Concern Basis is provided. The Companys address was assessed and
found in order. Our Opinion is not qualified..
b) Refer Note (III) in Notes to Accounts annexed with the Financial Statements for the
year ended 31.03.2023 wherein evaluation of uncertain tax positions is provided. The
details were obtained and evaluation was made by our certain tax experts.
Information other than the financial statements and auditors report thereon
The Companys board of directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis , Boards Report including Annexures to the Boards Report,
Business Responsibility and Sustainability Report, Corporate Governance and Shareholders
Information , but does not include Standalone financial statements and our auditors
report thereon.
Our opinion on the 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 financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained during the
course of our audit or otherwise appears to 1 . 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 communicate that fact. We have
nothing to report in this regard .
Responsibilities of Management and Those Charged with Governance for the Standalone
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 standalone financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income , changes in equity
and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Ind AS 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, management is responsible for assessing the
Companys 1 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
Standards on Auditing 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:
• Identify and assess the risks of material misstatement of the 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. i
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• 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting
estimates and related disclosures made by management.
• 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 i 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
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.
• Evaluate the overall presentation, structure and content of the financial
statements, including the
disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that , t individually or in aggregate , makes it probable that the economic decisions of a
reasonably knowledgeable user of the standalone financial statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning and scope of our
audit work
evaluating the results of our work ;and (ii) to evaluate the effect of any identified
misstatements in the the standalone financial statements
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 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
1. As required by Section 143(3) of the Act, based on our report 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 purposes 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, including Other Comprehensive
Income,, Statement of changes in Equity and the Cash Flow Statement dealt with by this.
1 Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind
AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March
31, 2023 and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2023 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the adequacy of internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of such
controls, refer
to our separate Report in ” Annexure A “ . Our report expresses an
unmodified opinion on 1 , the adequacy and operating effectiveness of the
Companys internal financial controls with
reference to standalone financial statements.
(g) With respect to other matters to be included in the Auditors Report in accordance
with the requirements of the Section 197(16) of the Act, as amended
In our opinion and to the best of our information and according to the explanation
given to us , no remuneration is paid by the Company to its Directors during the year.
(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: 1
i. The Company has disclosed the impact of pending litigations on its financial
position as at
March 31, 2023 to the notes to financial statements, if any.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses as at March 31, 2023.
iii. There were no amounts required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended March 31, 2023^5- - J -
iv (a) The Management has represented that, to the best of its knowledge and belief,
other than disclosed in Note 8 to the Standalone Financial Statements , no funds (which
are material either individually or in aggregate) have been advanced or loaned or invested
( either from borrowed funds or share premium or any other source or kind of funds ) by
the company to or in any other person or entity, including foreign entity
(Intermediaries") , with the understanding , whether recorded in writing or otherwise
, that the intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries “) or provide any guarantee , security or the like on
behalf of Ultimate Beneficiaries ;
(b) The Management has represented that, to the best of its knowledge and belief, no
funds ( which are material either individually or in aggregate) have been received by the
company from any person or entity, including foreign entity (“Funding Parties")
, with the understanding , whether recorded in writing or otherwise , that the Company
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries “) or provide any guarantee , security or the like on behalf of
Ultimate Beneficiaries ;
I
(c) Based on audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub - clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above , contain any material misstatement.
v There is no dividend declared or paid during the year by the Company during the year,
hence provisions of Section 123 of the Act are not applicable to the Company.
vi Proviso to Rule 3(1) of Companies ( Accounts ) Rule 2014 for maintaining books of
account using accounting software which has a feature of recording Audit Trail ( Edit
Log ) facility is applicable to the Company with effect from April 1, 2023, and
accordingly reporting under Rule 11(g) of Companies ( Audit and Auditors ) Rules, 2014 is
not applicable for the financial year ended March 31, 2013. -
2. As required by the Companies { Auditors Report) Order 2020 (the “Order”)
issued by the Central Government in terms of Section 143(11) of the Act, we give in “
Annexure B “ a statement on the matters specified in paragraph 3 and 4 of the Order.
i
I
For R. Sharma & Associates |
Chartered Accountants |
F.R No. 003683N |
|
Rakesh Sharma |
(Partner) \ |
Membership No: 082640 |
UDIN: 2.3012.6 |
|
Place: New Delhi |
Date: May 29, 2023 |
|
I
ANNEXURE - A TO THE AUDITORS REPORT
( Reffered to paragraph 1 (f) under Report on Other Legal and Regulatory Requirements
section of our report to the members of Samtel India Ltd. of even date )
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
SAMTEL INDIA LIMITED (the Company”) as of March 31, 2023 in conjunction with our
audit of the Standalone financial statements of the Company for the year ended as at that
date.
t
Responsibility of Management and Those Charged With Governance for Internal Financial
Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India. 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.
t
Auditors Responsibility for the Audit of the Internal Financial Controls
Our responsibility is to express an opinion on the Companys internal financial
controls over the 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 i , 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 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 i • ^or our au(M 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; i
I
(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 authorities 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 companys assets that could have a
material effect on the financial statements.
inherent Limitations of Internal Financial Controls over Financial Reporting
I
Because of the inherent limitations of the 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 the changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and according to the information and explanations given to us, the
company has ,in all material respects, an adequate internal financial controls system over
financial reporting and , they were operating effectively as at
31.03.2023., 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 R. Sharma & Associates |
Chartered Accountants |
FR No. 003683N
i |
Rakesh Sharma |
(Partner) |
Membership No: 082640 |
UDIN: Q_3> |
Place: New Delhi |
Date: May 29, 2023 |
"ANNEXURE B ” TO THE INDEPENDENT AUDITORS REPORT
{ Reffered to in paragraph 2 under ‘Report on Other Legai and Regulatory
Requirements section of our Report to the members of Samtel India Ltd of even date)
To the best of our information and according to the explanations provided to us by the
Company M/s SAMTEL INDIA LIMITED and according to the books of account and records
examined by us in normal course of audit ,on the standalone financial statements for the
year ended March 31, 2023, we report that:
/. a) The company is not owning any Property, Plant & Equipment according to the
information and explanation given to us.
i
b) The said clause is not applicable to the Company in view of that the company do not
own any Property, Plant and Equipment.
c) The said clause is not applicable to the Company in view of that the Company do not
own any
Property , Plant and Equipment..
d) The said clause is not applicable to the Company in view of that the Company do not
own
any Property , Plant and Equipment.
e) According to the information and explanation given to us, no proceedings have been
initiated 1
, or are pending against the company for holding any Benami property under the Benami
Transactions (Prohibition) Act, 1988 and rules made there under.
//. a) According to the information and explanations given to us, the Company
did not carry out any manufacturing or Trading activities. There were no Inventories held
by the Company at any point of time.
b) As explained to us, during any point of time of the year the Company has not been
sanctioned
any working capital limits from banks or financial institutions on the basis of
security of
assets. (u ( (Oft] ) o
Hi. As explained to us, the Company has not made any investments in or provided any
guarantee or security or granted any loan, secured or unsecured, to companies, firms,
Limited Liability Partnerships or other parties or to promoters or related parties during
the year.
i
iv. In our opinion and according to the information and explanations given to us,
the Company has not granted any loans or made any investments, guarantees or security
during the year to which the provisions of section 185 and 186 of the Companies Act 2013
apply.
v. According to the information and explanation given to us, the company has not
accepted any deposits or any amounts that are deemed to be deposits under the directives
issued by the Reserve Bank of India to which the provisions of Section 73 to 76 of
Companies Act, 2013 apply.
vi. According to the information and explanation given to us, Company is not
required to prepare and maintain cost records as prescribed by the Central Government
under sub-section (1) of i
, section 148 of the Companies Act 2013.
vii. a) The company is generally irregular in depositing undisputed statutory dues
including Goods and Service Tax, provident fund, employees state insurance, income tax,
sales tax, service tax, duty of customs , duty of excise, value added tax, cess and any
other statutory dues to the extent applicable to it. Further there are undisputed amounts
payable in respect Provident Fund by Rs. 1020790/- ,ESI Rs.491284/-, Service Tax including
Cess by Rs.1466332/-, Tax deducted at Source by Rs.288475/- , and Interest on Statutory
dues by Rs.6898528/- thereof were outstanding at the year-end for a period more than six
months from the date they became payable.
b) According to the information and explanations given to us, and the records of the
company i , examined by us , the dues of Income Tax which have not been deposited on
account of any
dispute are as under:
Related To |
Authority where Pending |
Financial Year |
Disputed Amount |
Paid under Protest |
Income Tax |
Income Tax Appellate Tribunal |
2005-06 |
490,090.00 |
? |
Income Tax |
Income Tax Appellate Tribunal |
2007-08 |
28,817,000.00 |
|
viii. There are no amounts that are in the nature of undisclosed transactions or
amounts surrendered as income in assessments under the Income Tax Act, 1961.
ix. According to the information and explanations given to us and based on our
examination of the
, records of the company, the company has not defaulted in repayment of loan or
borrowing from
any financial institution or bank or dues to debenture holders.
x. a) The company has not raised any money by way of initial public offer or further
public offer (including debt instruments) and term loans raised during the year were
applied for the purpose for which those were raised.
b) According to the information and explanation given 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 or fully or partly convertible debentures during
the year
xi) Based upon the audit procedures performed and information and explanations given to
us, .
, no fraud by the Company or on the Company by its officers or employees has been
noticed
or reported during the year under audit.
xii) In our opinion and according to the information and explanations given to us, the
Company
is not a Nidhi company, hence clause (xii) of paragraph 3 of the Order is not
applicable to the Company.
xm) 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 the provisions of section 177 and 188 of the Act where applicable and the
details of such transactions have been disclosed in the financial statements as required
by the applicable , i accounting standards.
xiv) a) In our opinion and according to the information and explanation given to
us, the Company
has an adequate internal audit system which commensurate with the size and nature of
its business.
b) Section 138 of The Companies Act, 2013 are not applicable on the company for the
financial year and hence there is no requirement of appointment of Internal auditors.
1*( ? j
V5\W.v Delhi/:
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 non-cash
transactions with directors or persons connected with him. Therefore, provisions of clause
(xv) of paragraph 3 of the Order are not applicable to the Company.
xvi) The Company is not required to be registered under section 45-la of the Reserve
Bank of India Act 1934.
xvii) According to the information and explanations given to us, the Company has
not incurred cash losses in the current and immediately preceding financial year.
xviii) There has been no instance of any resignation of Statutory Auditors occurred
during the year.
xix) On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements, and our knowledge of the Board of Directors and management plans, we
are of opinion that no material uncertainty exists as on the date of our audit report that
company is capable of meeting its liabilities existing at the date of balance sheet as and
when they fall due within a period of one year from the balance sheet date.
xx) According to the information and explanations given to us, there is to no pending
amount which is required to be transferred to a fund specified in Schedule VII of the
companies Act within a period of six months of the expiry of the financial year in
compliance with second proviso to sub-section (5) of section 135 of the said Act;
xxi) The company does not have any subsidiaries, associate, or joint ventures the
accounts of which are to be consolidated and as such there are no consolidated financial
statements.
For R. Sharma & Associates |
Chartered Accountants |
FR No. 003683N |
|
Rakesh Sharma |
(Partner) |
Membership No: 082640 |
UDIN: |
+91-9892691696
