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Bharti Infratel Ltd.

BSE: 534816 Sector: Infrastructure
NSE: INFRATEL ISIN Code: INE121J01017
BSE LIVE 19:45 | 19 Oct 460.50 -0.35
(-0.08%)
OPEN

470.00

HIGH

470.00

LOW

458.10

NSE 19:42 | 19 Oct 460.25 -1.50
(-0.32%)
OPEN

462.00

HIGH

464.40

LOW

458.35

OPEN 470.00
PREVIOUS CLOSE 460.85
VOLUME 14019
52-Week high 481.90
52-Week low 283.10
P/E 32.43
Mkt Cap.(Rs cr) 85,175
Buy Price 0.00
Buy Qty 0.00
Sell Price 460.50
Sell Qty 68.00
OPEN 470.00
CLOSE 460.85
VOLUME 14019
52-Week high 481.90
52-Week low 283.10
P/E 32.43
Mkt Cap.(Rs cr) 85,175
Buy Price 0.00
Buy Qty 0.00
Sell Price 460.50
Sell Qty 68.00

Bharti Infratel Ltd. (INFRATEL) - Auditors Report

Company auditors report

Standalone Financial Statements with Auditor's Report

INDEPENDENT AUDITOR'S REPORT

To

The Members of Bharti Infratel Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind

AS financial statements of Bharti Infratel Limited (“the Company”) whichcomprise the Balance Sheet as at March 31 2017 the Statement of Profit and Lossincluding the statement of Other Comprehensive Income the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of significantpolicies and other explanatory information.

Management'sResponsibilityfortheFinancialStatements

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 Ind AS financial statements that give a true and fair view of the stateof affairs (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in accordance with accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit of thestandalone Ind AS financial statements in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants of India as specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standaloneInd AS financial accounting statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair 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 thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall inequityoftheCompany presentation of the standalone Ind ASfinancial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind AS financial statements give the information required bythe 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 March 31 2017 its profit including other comprehensive income its cash flows andthe changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order 2016 (“the Order”)issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs

3 and 4 of the Order.

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 bestof our knowledge and belief were necessary for the purpose 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under section 133 of the Act read with Companies

(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of section 164 (2) ofthe 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 2” to this report;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and

Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanations given to us: i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalone Ind AS financial statements ReferNote 36 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. As per books of accounts of the Company and as represented by the management of theCompany the Company did not have cash balance as on November 8 2016 and December

30 2016 and has no cash dealings during this period

For S.R. Batliboi & Associates LLP

ICAI Firm Registration Number: 101049W/ E300004

Chartered Accountants

per Vineet Kedia

Partner

Membership Number: 212230

Place: New Delhi

Date: May 8 2017

Annexure 1 referred to in paragraph 1 of Report on Other Legal and RegulatoryRequirements of our report of even date

Re: Bharti Infratel Limited (“the Company”) (i) (a) The Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) The Company has a physical verification program of covering all fixed in threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the program during the year planned physicalverification of certain fixed assets and capital work in progress has been conducted bythe management and no material discrepancies were identified on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in fixed assets are held in the name of theCompany.

(ii) The Company's business does not involve inventories and accordingly therequirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us the Company hasnot granted any loans secured or unsecured to companies firms Limited Liability

Partnerships or other parties covered in the register maintained under section 189 ofthe Companies Act 2013. Accordingly the provisions of clause 3(iii)(a) (b) and (c) ofthe Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to usthere are no loans investments guarantees and securities granted in respect of whichprovisions of section 185 and 186 of the Companies Act 2013 are applicable and hence notcommented upon. assets once (v) The Company has not accepted any deposits within themeaning of Sections 73 to 76 of the

Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Companies Act 2013for the services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund income-tax sales-tax service taxcustoms duty excise duty value added tax cess and other material statutory duesapplicable to it. The provisions relating to employees' state insurance are not applicableto the Company.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income-tax service tax sales-tax customs dutyexcise duty value added tax cess and other material statutory dues were outstanding atthe year end for a period of more than six months from the date they became payable.

(c) According to the records of the Company the dues outstanding of income-taxsales-tax service tax custom duty excise duty entry tax value added tax and cess onaccount of any dispute are as follows:

Name of the statute Nature of dues Amount (Rs. in Mn) Period to which amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 2589 FY 2010-11- FY 2013-14 CIT(Appeals)
Income Tax Act 1961 Income Tax 1 FY 2008-09- FY 2014-15 Assessing Officer (TDS)
Bihar Entry Tax Act Jammu and Kashmir Entry Tax Act Madhya Pradesh Entry Tax Act Himachal Pradesh Entry Tax Act Nagaland Entry Tax Act Mizoram Entry Tax Act Entry Tax 1302 FY 2007-08 - FY 2016-17 Hon'ble High Court
Assam Entry Tax Act Madhya Pradesh Entry Tax Act Orissa Entry Tax Act Rajasthan Entry Tax Act Chhattisgarh Entry Tax Act Entry Tax 603 FY 2007-08 - FY 2016-17 Hon'ble High Court (fresh petition to be filed)
Rajasthan Entry Tax Act Entry Tax 26 FY 2007-08 - FY 2012-13 Assistant Commissioner
Chhattisgarh Entry Tax Act Madhya Pradesh Entry Tax Act Orissa Entry Tax Act Entry Tax 89 FY 2007-08 - FY 2012-13 Tribunal
Bihar Entry Tax Act Entry Tax 4 FY 2007-08 Joint Commissioner Appeal
Uttar Pradesh Entry Tax Act Rajasthan Entry Tax Act Entry Tax 2 FY 2008-09 to FY 2014-15 Deputy Commissioner Appeal
The Madhya Pradesh VAT Act 2002 Sales Tax 457 FY 2008-09 MP (Indore) High Court
Uttar Pradesh Value Added Tax Act 2007 Sales Tax 1 FY 2009-10- UP Commercial Tax
FY 2014-15 Appellate Authority
Finance Act1994 Service Tax 15532 FY 2007-08 - High Court Delhi
FY 2012-13
Finance Act1994 Service Tax 583 FY 2013-14 CESTAT
FY 2014-15

Of the above mentioned cases total amount deposited against income tax entry tax andservice tax is Rs. 589 mn Rs 1474 mn and Rs. 342 mn respectively.

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of dues to a financial institutionbank or debenture holders or government.

(ix) In our opinion and according to information and explanations given by themanagement the Company has utilised the monies raised by way of initial public offer(IPO) in earlier year were applied during the year for the purpose for which the monieswere raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no material fraud on or by the officers andemployees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and according to the information andexplanations given by the management transactions with the related parties are incompliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the notes to the financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that the Company has complied with requirements ofsection 192 for the non-cash transactions with directors in respect of ESOP transactions.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & Associates LLP

ICAI Firm Registration Number: 101049W/ E300004

Chartered Accountants

per Vineet Kedia

Partner

Membership Number: 212230

Place: New Delhi

Date: May 8 2017

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF BHARTI INFRATEL LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”)

To

The Members of Bharti Infratel Limited

We have audited the internal financial controls over financial reporting of BhartiInfratel Limited (“the Company”) as of March 31 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

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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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 Companies Act 2013.

Auditor's Responsibility

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 as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial 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 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe 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.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles.

A company's internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

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 March 31 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 of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP

ICAI Firm Registration Number: 101049W/ E300004

Chartered Accountants

per Vineet Kedia

Partner

Membership Number: 212230

Place: New Delhi

Date: May 8 2017