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Bajaj Holdings & Investment Ltd.

BSE: 500490 Sector: Financials
NSE: BAJAJHLDNG ISIN Code: INE118A01012
BSE LIVE 15:45 | 15 Dec 2869.00 37.35
(1.32%)
OPEN

2866.15

HIGH

2889.95

LOW

2843.55

NSE 15:31 | 15 Dec 2887.75 54.90
(1.94%)
OPEN

2834.05

HIGH

2899.00

LOW

2834.05

OPEN 2866.15
PREVIOUS CLOSE 2831.65
VOLUME 885
52-Week high 3020.25
52-Week low 1745.00
P/E 29.10
Mkt Cap.(Rs cr) 31,929
Buy Price 0.00
Buy Qty 0.00
Sell Price 2869.00
Sell Qty 14.00
OPEN 2866.15
CLOSE 2831.65
VOLUME 885
52-Week high 3020.25
52-Week low 1745.00
P/E 29.10
Mkt Cap.(Rs cr) 31,929
Buy Price 0.00
Buy Qty 0.00
Sell Price 2869.00
Sell Qty 14.00

Bajaj Holdings & Investment Ltd. (BAJAJHLDNG) - Auditors Report

Company auditors report

on the Standalone Financial Statements

To the Members of Bajaj Holdings & Investment Ltd.

1. We have audited the accompanying standalone financial statements of Bajaj Holdings& Investment Ltd. ('the Company') which comprise the Balance Sheet as at 31 March2017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary 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 of thesestandalone financial statements to give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified undersection 133 of the Act read with rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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 2017 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 (Auditors' Report) Order 2016' issued by theCentral Government of India in terms of subsection (11) of section 143 of the Act(hereinafter referred to as the 'Order') and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure B a statement on the matters specifiedin 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 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 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 March2017 on its financial position in its standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts asat 31 March 2017.

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 March2017.

iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and same is in accordance with the books of accounts maintainedby the Company (Refer note 14).

For Dalal & Shah LLP

Firm Registration Number: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Membership Number: 40451

Pune: 18 May 2017

Annexure A to Independent Auditors' Report

Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to themembers of Bajaj Holdings & Investment Ltd. on the standalone financial statements forthe year ended 31 March 2017 Report on the internal financial controls under clause (i) ofsub-section 3 of section 143 of the Act

1. We have audited the internal financial controls over financial reporting of BajajHoldings & Investment Ltd. ('the Company') as of 31 March 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 Company's policies the safeguarding of its assets theprevention 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 under section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 judgment 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. A 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. A company's internal financial control overfinancial reporting includes those policies and procedures that

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

(2) 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

(3) 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 2017 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

Firm Registration Number: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Membership Number: 40451

Pune: 18 May 2017

Annexure B to Independent Auditors' Report

Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of Bajaj Holdings & Investment Ltd. on the standalone financial statements asof and for the year ended 31 March 2017

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 10 on fixed assets tothe financial statements are held in the name of the Company except for leasehold landof gross block amounting to RS 1.19 crore and net block of RS 1.18 crore wherein title ispending to be transferred in the MIDC records in the name of the Company due to change inthe name consequent to the demerger of erstwhile Bajaj Auto Ltd.

2. The Company is an investment company and consequently does not hold any inventory.Therefore the provisions of clause 3(ii) of the said Order are not applicable to theCompany.

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. The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under section 185. Company is registered asa Non Banking Finance Company hence provisions of section 186 in respect of investmentsmade are not applicable to the Company.

5. The Company has not accepted any deposits from the public within the meaning ofsections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

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 products of the Company.

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 service tax and other material statutory dues as applicable with the appropriateauthorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us the particulars of dues of income tax and service tax as at 31March 2017 which have not been deposited on account of a dispute are as follows:

(Rs In Crore)
Name of the statute Nature of dues Amount Period to which the amount relates Forum where the dispute is pending
Income tax Matters arising out of assessment orders received 0.58 Assessment year 1990-91 Assessment year 1991-92 ITAT (Income Tax Appellate Tribunal)
Income tax Matters arising out of assessment orders received 391.17 Assessment year 1995-96 to Assessment year 2007-08 ITAT (Income Tax Appellate Tribunal)
Service tax Matters arising out of demand orders received 2.34 Financial Year 2013-14 Financial Year 2014-15 CESTAT

8. As the Company does not have any loans or borrowings from any financial institutionor bank or Government nor has it issued any debentures as at the Balance Sheet date theprovisions of clause 3(viii) of the Order are not applicable to the Company.

9. The Company has not raised any moneys by way of initial public offer further publicoffer (including debt instruments) and term loans. Accordingly the provisions of clause3(ix) of the Order are not applicable to the Company.

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.

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 not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of clause 3(xiv) of the Order are not applicable to the Company.

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 Non-Deposit accepting Non Banking FinanceInstitution.

For Dalal & Shah LLP

Firm Registration Number: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Membership Number: 40451

Pune: 18 May 2017