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Bajaj Finance Ltd.

BSE: 500034 Sector: Financials
NSE: BAJFINANCE ISIN Code: INE296A01024
BSE LIVE 12:06 | 08 Dec 911.35 19.00
(2.13%)
OPEN

908.00

HIGH

915.50

LOW

903.70

NSE LIVE 12:06 | 08 Dec 911.00 19.95
(2.24%)
OPEN

908.00

HIGH

915.90

LOW

904.10

OPEN 908.00
PREVIOUS CLOSE 892.35
VOLUME 43064
52-Week high 1180.00
52-Week low 535.00
P/E 32.11
Mkt Cap.(Rs cr) 49937.42
Buy Price 910.50
Buy Qty 20.00
Sell Price 911.35
Sell Qty 66.00
OPEN 908.00
CLOSE 892.35
VOLUME 43064
52-Week high 1180.00
52-Week low 535.00
P/E 32.11
Mkt Cap.(Rs cr) 49937.42
Buy Price 910.50
Buy Qty 20.00
Sell Price 911.35
Sell Qty 66.00

Bajaj Finance Ltd. (BAJFINANCE) - Auditors Report

Company auditors report

To the Members of Bajaj Finance Ltd.

Report on the standalone financial statements

1. We have audited the accompanying standalone financial statements of Bajaj FinanceLtd. (‘the Company') which comprise the Balance Sheet as at 31 March 2016 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's responsibility for the standalone financial statements

2. The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 (‘the Act') with respect to the preparation ofthese standalone financial statements to give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the Accounting Standards and matters which are required to be included in theaudit report.

5. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2016 and its profit and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements

9. As required by ‘the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the ‘Order') and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order.

10. 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 bestof 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 theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:

i. The Company has disclosed the impact if any of pending litigations as at 31 March2016 on its financial position in its standalone financial statements;

ii. The Company has made provision as at 31 March 2016 as required under theapplicable Law or Accounting Standards for material foreseeable losses if any onlong-term contracts. The Company did not have any long-term derivative contracts as at 31March 2016;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended 31 March2016.

For Dalal & Shah LLP

Chartered Accountants

Firm Registration Number: 102021W/W100110

S. Venkatesh

Partner

Membership Number: 037942

Pune: 24 May 2016

Annexure A to Independent Auditors' Report

Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to theMembers of Bajaj Finance Limited on the standalone financial statements for the year ended31 March 2016

Report on the internal financial controls under clause (i) of sub-section 3 of section143 of the Act

1. We have audited the internal financial controls over financial reporting of BajajFinance Ltd. (‘the Company') as of 31 March 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

Management's responsibility for internal financial controls

2. The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the guidance note on audit of internal financial controls over financial reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors‘ responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the guidance note on audit of internal financial controls over financial reporting(the ‘guidance note') and the Standards on Auditing deemed to be prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols both applicable to an audit of internal financial controls and both issued bythe ICAI. Those Standards and the guidance note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of internal financial controls over financial reporting

6. The Company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. The Company's internal financial control overfinancial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of Management and directors of the Company; and

(iii)provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.

Inherent limitations of internal financial controls over financial reporting

7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper Management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the guidance note on audit ofinternal financial controls over financial reporting issued by the Institute of CharteredAccountants of India.

For Dalal & Shah LLP

Chartered Accountants

Firm Registration Number: 102021W/W100110

S. Venkatesh

Partner

Membership Number: 037942

Pune: 24 May 2016

Annexure B to Independent Auditors' Report

Referred to in paragraph 9 of the Independent Auditors' Report of even date to theMembers of Bajaj Finance Ltd. on the standalone financial statements as of and for theyear ended 31 March 2016

1. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note No. 10 on fixedassets to the financial statements are held in the name of the Company.

2. The Company is in the business of financing and consequently does not hold anyinventory. Therefore the provisions of clause 3(ii) of the said Order are not applicableto the Company.

3. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Act. Therefore the provisions of clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 186 of the Companies Act 2013 inrespect of the investments made by it. The Company has not granted any loans or providedany guarantees or security to the parties covered under section 185. Therefore theprovisions of clause 3(iv) of the said Order are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us theCompany being a Non-Banking Finance Company (NBFC) registered with Reserve Bank of Indiais not required to comply with the provisions of sections 73 74 75 and 76 or any otherrelevant provisions of the Act and the Rules framed thereunder to the extent notifiedwith regard to the deposits accepted from the public. According to the information andexplanations given to us no order has been passed by the Company Law Board or NationalCompany Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on theCompany in respect of the aforesaid deposits.

6. The Central Government of India has not specified the maintenance of cost recordsunder sub-section (1) of section 148 of the Act for any of the product and services of theCompany.

7. (a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees' state insurance incometax sales tax service tax duty of customs duty of excise value added tax cess andother material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of income-tax duty of customs duty of excisevalue added tax which have not been deposited on account of any dispute. The particularsof dues of sales tax and service tax as at 31 March 2016 which have not been deposited onaccount of a dispute are as follows:

Name of the statute Nature of dues Amount* Period to which the amount relates Forum where the dispute is pending
Sales Tax 0.86 2005-06 to 2008-09 Additional Commissioner
Sales tax 0.09 2005-06 Appellate Tribunal
Sales Tax Sales Tax 1.54 2008-09 to 2011-12 Rajasthan Tax Board
Sales Tax 0.70 2012-13 to July 2014 Deputy commissioner appeals
Sales Tax 1.31 2005-06 to 2006-07 Sales Tax Appellate Tribunal
Service Tax 0.76 2007-08 to 2011-12 Customs Excise and Service Tax Appellate Tribunal
Central Excise Act 1944 Service Tax 0.21 2012-13 Customs Excise and Service Tax Appellate Tribunal
Service Tax 0.28 2013-14 Commissioner Appeals
ESIC Employee State Insurance Corporation 4.46 1999 – 2000 to 2006 – 07 Employee State Insurance Court
Employee State Insurance Corporation 0.68 1991 – 92 to 2002 – 03 Deputy Director Employee State Insurance Corporation

*Net of Rs. 2.84 crore deposited under protest.

8. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders as at theBalance Sheet date.

9. The Company has not raised any moneys by way of initial public offer further publicoffer (including debt instruments). Accordingly the provisions of clause 3(ix) of theOrder are not applicable to the Company. In our opinion and according to the informationand explanations given to us the moneys raised by way of term loans have been applied forthe purposes for which they were obtained.

10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement although there have been few instances of loans becoming doubtful of recoveryconsequent upon fraudulent misrepresentation by borrowers the amounts whereof are notmaterial in the context of the size of the Company and the nature of its business andwhich have been provided for.

11. The Company has paid/provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theAct.

12. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. The Company has entered into transactions with related parties in compliance withthe provisions of sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 related party disclosures specified under section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

14. The Company has made a preferential allotment of warrants to Bajaj Finserv Ltd.(promoter) and private placement of shares to qualified institutional buyer during theyear under review as detailed in note no 3 (g) (ii) and 3 (a) of the financialstatements respectively in compliance with the requirements of section 42 of the Act. Theamounts raised have been used for the purpose for which funds were raised.

15. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of clause 3(xv) of the Order arenot applicable to the Company.

16. The Company is required to and has been registered under section 45-IA of theReserve Bank of India Act 1934 as a ‘Loan Company'.

For Dalal & Shah LLP

Chartered Accountants

Firm Registration Number: 102021W/W100110

S. Venkatesh

Partner

Membership Number: 037942

Pune: 24 May 2016

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