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BSE Ltd.

BSE: 538397 Sector: Financials
NSE: BSE ISIN Code: INE118H01025
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BSE Ltd. (BSE) - Auditors Report

Company auditors report

TO THE MEMBERS OF BSE LIMITED

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financialstatements of BSE Limited (hereinafter referred to as the "Parent") and itssubsidiaries (the Parent and its subsidiaries together referred to as the"Group") and its joint venture comprising the Consolidated Balance Sheet as atMarch 31 2017 the Consolidated Statement of Profit and Loss including othercomprehensive income the Consolidated Cash Flow Statement the Consolidated Statement ofChanges in Equity for the year then ended and a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "theconsolidated Ind AS financial statements").

Management's Responsibility for the Consolidated Ind AS FinancialStatements

The Parent's Board of Directors is responsible for the preparationof these consolidated Ind AS financial statements in terms of the requirements of theCompanies Act 2013 (hereinafter referred to as the "Act") that give a true andfair view of the consolidated financial position consolidated financial performanceincluding other comprehensive income consolidated cash flows and statement of changes inequity of the Group including its Joint venture in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)prescribed under Section 133 of the Act. The respective Board of Directors of thecompanies included in the Group and of its joint venture are responsible for maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Group and its joint venture and for preventing anddetecting frauds and other irregularities; the selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial controls thatwere operating 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 which have been used for the purpose of preparation of the consolidated Ind ASfinancial statements by the Directors of the Parent as aforesaid.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated IndAS financial statements based on our audit. In conducting our audit we have taken intoaccount the provisions of the Act the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and theRules made thereunder.

We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the consolidated Ind AS financial statements. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the consolidated Ind AS financial statements whetherdue to fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Parent's preparation of the consolidated Ind ASfinancial 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 Parent's Board of Directors as well as evaluating the overallpresentation of the consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and the auditevidence obtained by the other auditors in terms of their reports referred to insub-paragraphs (a) and (b) of the Other Matters paragraph below is sufficient andappropriate to provide a basis for our audit opinion on the consolidated Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of reports of the other auditorson separate financial statements of the subsidiaries and joint venture referred to belowin the Other Matters paragraph the aforesaid consolidated Ind AS financial statementsgive the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of theconsolidated state of affairs of the Group and joint venture as at March 31 2017 andtheir consolidated profit consolidated total comprehensive income their consolidatedcash flows and consolidated statement of changes in equity for the year ended on thatdate.

Other Matters

(a) We did not audit the financial statements of seven subsidiarieswhose financial statements reflect total assets of Rs. 200204 lakh as at March 31 2017total revenues of Rs. 14500 lakh and net cash inflows amounting to Rs. 77476 lakh forthe year ended on that date as considered in the consolidated Ind AS financialstatements. The consolidated Ind AS financial statements also include the Group'sshare of net profit of Rs. 107 lakh for the year ended March 31 2017 as considered inthe consolidated Ind AS financial statements in respect of one joint venture whosefinancial statements have not been audited by us. These financial statements have beenaudited by other auditors whose reports have been furnished to us by the Management andour opinion on the consolidated Ind AS financial statements in so far as it relates tothe amounts and disclosures included in respect of these subsidiaries and joint ventureand our report in terms of sub-section (3) of Section 143 of the Act in so far as itrelates to the aforesaid subsidiaries and joint venture is based solely on the reports ofthe other auditors.

(b) The comparative financial information for the year ended March 312016 and the transition date opening balance sheet as at April 1 2015 in respect of fivesubsidiaries one associate and two joint ventures included in this consolidated Ind ASfinancial statements prepared in accordance with the Ind AS have been audited by otherauditors and have been relied upon by us.

Our opinion on the consolidated Ind AS financial statements above andour report on Other Legal and Regulatory Requirements below is not modified in respect ofthe above matters with respect to our reliance on the work done and the reports of theother auditors and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act based on our audit and on theconsideration of the report of the other auditors on separate financial statements and theother financial information of subsidiaries and joint venture company incorporated inIndia referred in the Other Matters paragraph above we report to the extent applicablethat:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of our auditof the aforesaid consolidated Ind AS financial statements.

(b) In our opinion proper books of account as required by law relatingto preparation of the aforesaid consolidated Ind AS financial statements have been kept sofar as it appears from our examination of those books returns and the reports of theother auditors.

(c) The Consolidated Balance Sheet the Consolidated Statement ofProfit and Loss (including Other Comprehensive Income) the Consolidated Cash FlowStatement and Consolidated Statement of Changes in Equity dealt with by this Report are inagreement with the relevant books of account maintained for the purpose of preparation ofthe consolidated Ind AS financial statements.

(d) In our opinion the aforesaid consolidated Ind AS financialstatements comply with the Indian Accounting Standards prescribed under Section 133 of theAct.

(e) On the basis of the written representations received from thedirectors of the Parent and taken on record by the Board of Directors of the Parent andthe reports of the statutory auditors of its subsidiary companies and joint venturecompany incorporated in India none of the directors of the Group companies and jointventure company incorporated in India is disqualified as on March 31 2017 from beingappointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A" which is based on the auditors' reports ofthe Parent subsidiary companies and joint venture incorporated in India. Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of theParent's/ Subsidiary Companies' Joint Venture Company's incorporated inIndia internal financial controls over financial reporting.

(g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit andAuditor's) Rules 2014 as amended in our opinion and to the best of our informationand according to the explanations given to us:

i. The consolidated Ind AS financial statements disclose the impact ofpending litigations on the consolidated financial position of the Group and jointventure.

Provision has been made in the consolidated Ind AS financialstatements as required under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts as at March 31 2017. The Group andjoint venture did not have any outstanding derivative contracts as at March 31 2017.

ii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Parent and itssubsidiary companies and joint venture Company incorporated in India.

iii. The Parent has provided requisite disclosures in the consolidatedInd AS financial statements as regards the holding and dealings in Specified Bank Notes asdefined in the Notification S.O. 3407(E) dated November 8 2016 of the Ministry ofFinance during the period from November 8 2016 to December 30 2016 of the Groupentities as applicable. Based on audit procedures performed and the representationsprovided to us by the management we report that the disclosures are in accordance with therelevant books of accounts maintained by those entities for the purpose of preparation ofthe consolidated Ind AS financial statements and as produced to us and other auditors bythe Management of the respective Group entities.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
G. K. Subramaniam
Date : May 5 2017 Partner
Place : Mumbai (Membership No. 109839)

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Act

In conjunction with our audit of the consolidated Ind AS financialstatements of the Company as of and for the year ended March 31 2017 we have audited theinternal financial controls over financial reporting of BSE Limited (hereinafter referredto as the "Parent") its subsidiary companies and its joint venture which arecompanies incorporated in India as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent its subsidiarycompanies and joint venture which are companies incorporated in India are responsiblefor establishing and maintaining internal financial controls based on the internal controlover financial reporting criteria established by the respective Companies considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (ICAI). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to therespective company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the internal financialcontrols over financial reporting of the Parent its subsidiary companies and its jointventure which are companies incorporated in India based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols. 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.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained and the auditevidence obtained by the other auditors of the subsidiary companies and joint venturewhich are companies incorporated in India in terms of their reports referred to in theOther Matters paragraph below is sufficient and appropriate to provide a basis for ouraudit opinion on the internal financial controls system over financial reporting of theParent its subsidiary companies and its joint venture which are companies incorporatedin India.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us and based on the consideration of the reports of the otherauditors referred to in the Other Matters paragraph below the Parent its subsidiarycompanies and joint venture which are companies incorporated in India have in allmaterial respects an adequate internal financial controls system over financial reportingand such internal financial controls over financial reporting were operating effectivelyas at March 31 2017 based on the internal control over financial reporting criteriaestablished by the respective companies considering the essential components of internalcontrol stated in the Guidance Note.

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacyand operating effectiveness of the internal financial controls over financial reportinginsofar as it relates to seven subsidiary companies and one joint venture which arecompanies incorporated in India is based solely on the corresponding reports of theauditors of such companies incorporated in India.

Our opinion is not modified in respect of the above matter.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
G. K. Subramaniam
Date : May 5 2017 Partner
Place : Mumbai (Membership No. 109839)