| We have audited the accompanying financial statements of GEMINI
COMMUNICATIONS LIMITED which comprise the Balance Sheet as at March 31,
2015, 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.
Management's Responsibility for the Financial Statements
The Company's 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.
Auditor's 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 auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company's
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 Company's 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 31,2015;
b) In the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the
financial statements:
a) Note 22 to the financial statements which, describes the uncertainty
related to the outcome of the lawsuit filed against the Company.
b) Note 21 in the financial statement which indicates that the Company
has accumulated losses and its Net worth has been fully/substantially
eroded, the Company has incurred a net cash loss during the current
year and previous year(s) and, the Company current liabilities exceeded
its current assets as at the balance sheet date. These conditions,
along with other matters set forth in Note 21, indicate the existence
of a material uncertainty that cast significant doubt about the
Company's 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 said Note.
Our opinion is not modified in respect of these matters.
Report on other Legal and Regulatory Requirements
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 (and proper returns adequate for the purposes of our audit have
been received from the branches not visited by us)
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) The going concern matter described in sub-paragraph (b) under the
Emphasis of Matters paragraph above, in our opinion, may have an
adverse effect on the functioning of the Company.
f) On the basis of written representations received from the directors
as on 31 March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
g) With respect to the other matters included in the Auditor's Report
and to our best of our information and according to the explanations
given to us :
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 22 to the
financial statements
ii. The Company did not have any long-term contracts including
derivatives contracts for which there were any material foreseeable
losses
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company [or, following are the instances of delay in transferring
amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company or there were no amounts which required
to be transferred.
Report on other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) order, 2015 ("the
Order"), issued by the central Government of India in terms of
sub-section (11) of section 143 of Companies Act, 2015, we give in the
Annexure a statement on the matters specified in paragraphs 3 an d4 of
the order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
i. a) The Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) The Company has physically verified the fixed assets during the year
which, in our opinion, is reasonable having regard to the size of the
Company and nature of its assets. No material discrepancies were
noticed on such verification.
ii. a) The procedures of physical verification of inventories followed
by the company are reasonable and adequate in relation to the size of
the company and the nature of its business.
The Company maintaining proper records of inventory. The discrepancies
noticed on verification between the physical stock and the book records
are not material.
iii. a) The company has granted interest free unsecured loans to
subsidiary companies, covered in the register maintained under section
189 of the Companies Act, 2013. The Outstanding balance is Rs.6094.60
Lakhs. The other clauses are not applicable.
iv. In my opinion and according to the information and explanations
given to me, there is adequate internal control system commensurate
with the size of the company and the nature of its business with regard
to purchase of fixed assets, Inventories and the sale of services. The
activities of the company do not involve purchase of inventory and the
sale of goods. During the course of my audit, I have not observed any
continuing failure to correct major weaknesses in the internal control
system. However, the Company is still under the process of appointing
an Internal Auditor as required under the norms of the Companies Act,
2013 and rules made thereof.
v. In my opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
during the year. Therefore, the provisions of sections 73 to 76 or any
other relevant provisions of the Act and the rules framed there under,
are not applicable to the Company.
vi. According to the information and explanations given to us, Rules
made by the Central Government for the maintenance of cost records
under Section 148 of the Act, are Not Applicable.
vii. a) The Company is generally regular in depositing undisputed
statutory dues relating to provident fund, income tax deducted at
source, service tax and value added tax. We are informed that the
provisions of employees' state insurance, wealth tax, duty of customs,
duty of excise, cess is not applicable to the company. As per the
records produced before us, there are no undisputed statutory dues
which were outstanding as on 31st March 2015 for a period over six
months from the date of same becoming payable, expect Provident Fund,
Service Tax, Tax Deducted at Source.
b) According to the information and explanations given to us, there are
no statutory dues pending in respect of income tax, sales tax, value
added tax, service tax, duty of customs, wealth tax, duty of excise,
cess on account of any dispute.
c) According to the information and explanations given to us, no amount
is required to be transferred to investor education and protection fund
in accordance with the relevant provisions of the Companies Act, 2013
and rules made there under.
viii. The company's accumulated losses at the end of the financial year
are more than fifty per cent of its net worth and it has incurred cash
losses in this financial year
ix. The Company has not repaid principle amount of Rs. 17037.30 lakhs
secured borrowings from banks and has also not paid interest for the
period ranging from more than 3 years Consequently Banks have declared
the Assets as NPA. (Non Performing Assets).
x. In my opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
xi. In my opinion, the term/project loans were applied for the purpose
for which they were raised.
xii. According to information and explanations given to us by the
management which has been relied by us, no fraud on or by the Company
has been noticed or reported during the year.
For V VISWANATHAN & ASSOCIATES
Chartered Accountants
Firm Registration No-013713S
Place: Chennai V VISWANATHAN
Date: May 30, 2015 Membership No. 228990
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