TO,
THE MEMBERS
M/S VITAL COMMUNICATIONS LTD.
Report on the Financial Statements
We have audited the accompanying financial statements of VITAL COMMUNICATIONS LTD. (CIN:
L74899DL1995PLC065076) ("the company"),which comprise the Balance Sheet as at 31
March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then
ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters 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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes the maintenance of adequate accounting records in accordance
with the provision of the Act for safeguarding of the assets of the Company and for
preventing and detecting the 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 internal financial control, 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.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
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 auditors
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 financial control relevant to the Companys preparation of the
financial statements that give true and fair view 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 Companys Directors, 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 on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid 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, 2017;
b) In the case of the Statement of Profit and Loss, of the loss 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 (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.
2. As required by section 143(3) of the 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 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 appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid 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 written representations received from the directors as on 31 March,
2017, taken on record by the Board of Directors, none of the directors is disqualified as
on 31 March, 2017, 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) The Company has provided requisite disclosures in its financial statements dealings
in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and
these are in accordance with the books of accounts maintained by the Company. Refer Note 30
to the financial statements.
For G.P.Keshri & Associates.
Chartered Accountants
Sd-
(CA. Gopal Prasad Keshri)
Partner
FRN: 017251N
M.NO.: 098476
Place: New Delhi
Date: 30.05.2017
"Annexure A" to the Independent Auditors Report
Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory
Requirement of our report of even date to the financial statements of the Company for the
year ended March 31, 2017:
1. (a) Company is maintaining proper records showing full particulars, including
quantitative details and situation of fixed assets;
(b) As explained to us, the management has physically verified the fixed assets during
the year and there is a regular programme of verification which, in our opinion, is
reasonable having regards to the size of the company and the nature of the assets. No
discrepancies were noticed on such verification.
2. (a) Company does not have any inventory at the end of the year.
(b) In view of our comment in paragraph (a) above, clause (ii) (a) (b) and (c) of
paragraph 2 of the aforesaid order are not applicable to the company.
3. (a) Company has not granted any loans, secured or unsecured to companies, firms or
other parties covered in the register maintained under section 189 of the Companies Act.
(b) in view of our comment in paragraph (a) above, clause (iii) (a) and (b) of
paragraph 3 of the aforesaid order are not applicable to the company.
4. In our opinion and according to the information and explanation given to us, there
are adequate internal control systems commensurate with the size of the company and the
nature of its business, for the purchase of inventory and fixed assets and for the sale of
goods and services. During the course of our audit, we have not observed any continuing
failure to correct major weakness in internal control system.
5. Company has not accepted deposits from public. Hence provisions of sections 73 to 76
or any other relevant provisions of the Companies Act and the rules framed there under, do
not apply to this company.
6. The Central Government has not prescribed the maintenance of cost records under
subsection (1) of section 148 of the Companies Act for any of the products
manufactured/services rendered by the Company.
7. (a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues have been regularly deposited during the
year by the Company with the appropriate authorities. As explained to us, the Company did
not have any dues on account of Wealth tax, Sales tax, Excise Duty, Cess, Employees State
Insurance and Investor Education and Protection Fund.
(b) According to the information and explanations given to us, no undisputed amounts
payable in respect of Income Tax and other material statutory dues were in arrears as at
31 March 2017 for a period of more than six months from the date they became payable.
(c) According to the records of the Company, there were no amount which were required
to be transferred to investor education and protection fund. Therefore, the provision of
clause 3 (viii) (c) of the Companies (Auditors Report) Order, 2016 are not applicable to
the Company.
8) In our opinion and according to the information and explanations given to us, the
Company has not defaulted in the repayment of dues to banks. The Company has not taken any
loan either from financial institutions or from the government and has not issued any
debentures.
9) Based upon the audit procedures performed and the information and explanations given
by the management, the company has not raised moneys by way of initial public offer or
further public offer including debt instruments and term Loans. Accordingly, the
provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not
commented upon.
10) Based upon the audit procedures performed and the information and explanations
given by the management, we report that no fraud by the Company or on the company by its
officers or employees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations
given by the management, the managerial remuneration has been paid or provided in
accordance with the requisite approvals mandated by the provisions of section 197 read
with Schedule V to the Companies Act.
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of
clause 4 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with
section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the
Financial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations
given by the management, the company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year under
review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to
the Company and hence not commented upon.
15) Based upon the audit procedures performed and the information and explanations
given by the management, the company has not entered into any non-cash transactions with
directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of
the Order are not applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered under section 45 IA of
the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of
the Order are not applicable to the Company and hence not commented upon.
For G.P.Keshri & Associates.
Chartered Accountants
Sd-
(CA. Gopal Prasad Keshri)
Partner
FRN: 017251N
M.NO.: 098476
Place: New Delhi
Date: 30.05.2017
"Annexure B" to the Independent 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 Vital
Communications Limited ("the Company") as of March 31, 2016 in conjunction
with our audit of the 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". 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 judgement, 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 2016, 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 G.P.Keshri & Associates.
Chartered Accountants
Sd-
(CA. Gopal Prasad Keshri)
Partner
FRN: 017251N
M.NO.: 098476
Place: New Delhi
Date: 30.05.2017
+91-9892691696
