TeleCanor Global Ltd Directors Report.

To,

The Members of,

Telecanor Global Limited.

Report on the Stand alone Financial statements

We have Audited the accompanying standaione Financial statements of Telecanor Global limited (the Company), which comprise the balance sheet as at 31 March 2019, the statement of profit and loss and cash flow statement for the year ended, and the summery of significant accounting policies and other explanatory information.

Managements Responsibility on 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 and presentation of the standalone financial statements that give true and view of financial position, financial performance and cash flow of the company in accordance with the accounting principles generally accepted in India, including the Accounting standards specified under Section 133 of the Act, read with rule 7 of Company (Accounts) rules, 2014. This responsibly also includes maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities, selection and application appropriate accounting policies, making judgements and estimates that are reasonable and prudent, and design, implementation of and maintenance adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to the preparation of financial statements that give true and fair view and free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the report under the provisions of the Act and rules made there under.

We conducted our Audit in accordance with the standards on auditing specified under Section 143(10) of the^Act-These standard require that we comply ethical requirements and plan to perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures depend on the Auditors judgement including the assessment of risk of material misstatements in the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal financial control relevant to the companies preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in circumstances. An audit also includes evaluating the appropriateness of the accounting policies uses and reasonableness of the accounting estimate made by companys Directors, as well as evaluating the overall presentation of financial statements.

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of 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, of the state of affairs of the company as at 31 March 2019and Its cash flows for the year ended to that date.

Report on other legal and regulatory requirements

1. 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 the section 143 of the Act, we give Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by section 143 of the Act, we report that:

a We have sought and obtained all the information and explanation which is best of our knowledge and belief were necessary for the purpose of audit.

b. In our opinion proper books of accounts as required by law have kept by the company so far as it appears from our examination of these 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 aforesaid standalone financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules 2014.

e. On the basis of the written representation received from the Directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors disqualified as on 31 March 2019 from being appointed as director in terms of section 164 (2) of the Act.

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

g With respect to other matters to be included in the Auditors report in accordance with the rule 11 of Companies ( Audit and Auditors ) Rules, 2014, in our opinion to the best of our information according to the explanation given to us.

1) The Company has disclosed the impact of pending litigation on its financial position in its financial statements.

2) The company has made provision, as required under applicable law or accounting standards for material foreseeable losses, If any

3) The company has not transferred any amount to Investor Education and Protection fund as the company incurring continuously.

4) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

For S L R & Associates

Chartered Accountants

FRN : 015874S,

D. ADITHYA

PARTNER

M.NO 240691

Annexure - A to the Auditors Report

The Annexure referred to in our Report of even date to the members of Telecanor Global Limited on the accounts of the company for the year ended 31st March, 2019.

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) These fixed assets have been physically verified by the management during the year and discrepancies noticed on such verification have been properly dealt with in the books of accounts. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of the assets.

c) According to the information and explanation given us and basis of our examination of records of company, title deeds of immovable properties are held in the name of company.

ii. There are no inventories held by the Company during the year.

iii. The company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the paragraph 3(iiii) of the order is not applicable.

iv. The company has neither granted any loans, nor have any investments, and not given any guarantees. Accordingly, the paragraph 3(iv) of the order is not applicable.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed there under to the extent notified. Accordingly, the paragraph 3(v) of the order is not applicable.

vi. The Company is not engaged in the production of the goods or providing services as prescribed by the Central Government under sec 148(1) of the Act, Maintenance of cost records is not applicable. Accordingly, the paragraph 3(vi) of the order is not applicable.

vii. (a) According to the information and explanations given to us and on the basis of examination of our records of our company, various undisputed statutory dues are outstanding which are within 6 months and beyond 6 months., the list is mentioned below:

CST Payable Rs 2,27,324
FBT Payable Rs 75,000
IT Payable Rs 1,22,83,431
TDS Payable Rs 31,32,778
Service tax Payable Rs 56,53,353
VAT Payable Rs 16,74,815

viii. The Company has defaulted in repayment of dues to Dhana Lakshmi bank as at the balance sheet date. The default since beginning of 2012financial year. The amount of loan sanctioned was Rs 3,29,00,000/- and OD/working capital sanctioned 1,00,00,000/- as per communication received, the bank has initiated legal proceedings for recovery of loan at Debt Recovery Tribunal (DRT). Dhanalakshmi bank has granted loans on the basis of pledge of company shares (7,00,000 shares) and other securities such as book debts. Dhanalakshmi Bank limited has assigned all debts due and payable by the company and accrued interest thereon, other charges along with underlying security in favour of Phoenix ARC Private Limited as per assignment agreement dated on 28/03/2014.

The company has taken vehicle loan from Kotak Mahindra Bank and defaulted the same the vehicle was confiscated and sold by Bank. As per our books an amount of Rs 3,37,000/- is outstanding financial institution, banks, government or debenture holders during the year.

ix. The company has not raised any money by way of initial public offer or further pub ic offer (Including debt instruments). Further, the term loans taken by the Company were applied for the purpose for which they were obtained.

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. The company has provided any managerial remuneration accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and accordingto 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, there are no transactions with the related parties.

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 or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

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 which requires compliance of Section 192 of Companies Act, 2013. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Receivables (debtors) amounting Rs 6,35,28,539/-(net) out of which majority of receivables are outstanding since 2 years. The management hgsiQfprmed us they are making follow up efforts in this regard. However we observe that no effective legal action is has been initiated and the same need to be initiated immediately.

For S L R & Associates
Chartered Accountants
Date: 30.05.2019 FRN: 015874S
Place: Hyderabad Dronadula Adithya
Partner
M.No.: 240691

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 Telecanor Global Limited ("the Company") as of 31 March 2019 in conjunction with our audit of the standalone 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 reauired 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 ofmaterial misstatement of the financial statements, whether due to fraud or

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 cou d 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 2019, 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 S L R & Associates
Chartered Accountants
Date: 30.05.2019 FRN: 015874S
Place: Hyderabad Dronadula Adithya
Partner
M.No.: 240691