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Bharti Infratel Ltd.

BSE: 534816 Sector: Infrastructure
NSE: INFRATEL ISIN Code: INE121J01017
BSE LIVE 09:48 | 08 Dec 378.05 -0.95
(-0.25%)
OPEN

380.00

HIGH

382.55

LOW

378.00

NSE LIVE 09:48 | 08 Dec 378.55 -0.35
(-0.09%)
OPEN

380.00

HIGH

382.80

LOW

377.70

OPEN 380.00
PREVIOUS CLOSE 379.00
VOLUME 18032
52-Week high 436.40
52-Week low 302.10
P/E 24.86
Mkt Cap.(Rs cr) 69924.51
Buy Price 378.05
Buy Qty 10.00
Sell Price 378.50
Sell Qty 54.00
OPEN 380.00
CLOSE 379.00
VOLUME 18032
52-Week high 436.40
52-Week low 302.10
P/E 24.86
Mkt Cap.(Rs cr) 69924.51
Buy Price 378.05
Buy Qty 10.00
Sell Price 378.50
Sell Qty 54.00

Bharti Infratel Ltd. (INFRATEL) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR’S REPORT

To

The Members of Bharti Infratel Limited Report on the Financial Statements

We have audited the accompanying standalone financial statements of Bharti InfratelLimited ("the Company") which comprise the Balance Sheet as at March 31 2016the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary 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 stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance withaccounting 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 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 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 financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India as specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of the financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March312016 its profit and its cash flows 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 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure 1 a statement on the matters specified inparagraphs 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 and Cash Flow Statement dealt withby this Report are in agreement with the books of accounts ;

(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 written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 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 opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 37 to the 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.

For S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia Partner

Membership No: 212230

Place of Signature: Gurgaon

Date: April 26 2016

Standalone

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 has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a physical verification program of covering all fixed assets oncein three years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the program during the year plannedphysical verification of certain fixed assets and capital work in progress has beenconducted by the management and material discrepancies were identified on suchverification. These have been properly dealt with in the books of accounts.

(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 LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Accordingly the provisions of clause 3(iii) (a) (b) and (c) of theOrder 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.

(v) The Company has not accepted any deposits from the public.

(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 notapplicable to 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 value added tax and cess on account ofany dispute are as follows:

Name of the statute Nature of dues Amount (' In Mn) Period to which amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 1256 FY 2010-11- FY 2011-12 CIT(Appeals)
Income Tax Act 1961 Income Tax 6 FY 2008-09 Assessing Officer (TDS)
Bihar North Eastern States Himachal Pradesh Madhya Pradesh Jammu & Kashmir Entry Tax Act Entry Tax 1180 FY 2007-08 - FY 2015-16 Hon'ble High Court
Assam Madhya Pradesh Orissa Chhattisgarh Raiasthan Entry Tax Entry Tax 576 FY 2007-08 - FY 2015-16 Hon'ble Supreme Court
Assam Uttar Pradesh Rajasthan Entry Tax Act Entry Tax 8 FY 2007-08 - FY 2015-16 Deputy Commissioner Appeal
Madhya Pradesh Chhattisgarh Entry Tax Act Entry Tax 5 FY 2009-10 - FY 2012-13 Assistant Deputy Commissioner Appeal
Bihar Entry Tax Act Entry Tax 4 FY 2007-08 - FY 2010-11 Joint Commissioner Appeal
Orissa Entry Tax Act Entry Tax 77 FY 2007-08 - FY 2008-09 Tribunal
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- FY 2014-15 UP Commerical Tax Appellate Authority
Finance Act1994 Service Tax 15809 FY 2007-08 - FY 2013-14 High Court Delhi (Appeal to be filed)

Of the above mentioned cases total amount deposited against income tax entry tax andservice tax is ' 589 Mn ' 1327 Mn and ' 342Mn respectively.

(viii) I n 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 monies raised by the Company by way of initial public offer (IPO) in earlieryear were applied during the year for the purpose for which the monies were raised thoughidle/surplus funds which were not required for immediate utilization have been gainfullyinvested in liquid investments payable on demand. The maximum amount of idle/ surplusfunds invested during the year was ' 16810 Mn and ' 8912 Mn wasoutstanding at the end of the year. Variation to the objects and schedule of deployment ofthis IPO as disclosed in the prospectus dated December 19 2012 issued by the Company wasapproved by the shareholders of the Company through postal ballot on March 21 2016.

(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) I n our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xi) 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 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

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26 2016

Annexure 2 to the Independent Auditor’s Report of even date on the StandaloneFinancial Statements 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 2016 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 both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 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 themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany’s 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 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 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 S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26 2016

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