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ICRA Ltd.

BSE: 532835 Sector: Others
NSE: ICRA ISIN Code: INE725G01011
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NSE 15:30 | 18 Dec 3917.80 -4.00
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OPEN 3900.00
PREVIOUS CLOSE 3965.65
VOLUME 19
52-Week high 4448.00
52-Week low 3726.00
P/E 42.63
Mkt Cap.(Rs cr) 3,861
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3900.00
CLOSE 3965.65
VOLUME 19
52-Week high 4448.00
52-Week low 3726.00
P/E 42.63
Mkt Cap.(Rs cr) 3,861
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ICRA Ltd. (ICRA) - Auditors Report

Company auditors report

Independent Auditors' Report

TO THE MEMBERS OF ICRA LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements ("financialstatements") of ICRA Limited ("the Company") which comprise theBalance Sheet as at March 31 2017 the Statement of Profit and Loss the Cash FlowStatement for the year then ended and a summary of the significant accounting policiesand 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 financial statements that 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 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. 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 in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's 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. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 March31 2017 its profit and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements

(i) 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 I" a statement on the matters specified inparagraphs 3 and 4 of the said Order to the extent applicable.

(ii) As required by Section 143(3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief 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 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 financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

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-II".

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 litigation on its financial positionin its financial statements – Refer Note 24 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 delay in transferring the amounts that were required to betransferred to the Investor Education and Protection Fund by the Company; and

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 November 82016 to December 30 2016. Based on the audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with the books ofaccounts maintained by the Company and as produced to us by the management - Refer Note 39to the financial statements.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration number: 101248 W/W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: May 11 2017 Membership No.: 095109

Annexure I of the Independent Auditor's Report to the Members of ICRA Limited on thestandalone financial statements for the year ended March 31 2017.

We report that:

(i) (a) According to the information and explanations given to us the Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified once every year. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets. As informed to us no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) According to the information and explanations given to us the Company is aservice company primarily rendering rating research and other services to corporate andnon-corporate customers. Accordingly it does not hold any inventories. Thus paragraph3(ii) of the Order is not applicable.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies or other parties covered in theregister maintained under Section 189 of the Act. Further there are no firms and limitedliability partnerships covered in the register required under Section 189 of the Act.Accordingly para 3(iii) of the Order is not applicable.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no loans investments guaranteesand security where provisions of Section 185 and 186 of the Act are required to becomplied with. Accordingly paragraph 3(iv) of the Order is not applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposits covered under Section 73 to 76 of the Act.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records by the Company under sub-section (1) ofSection 148 of the Act for any of the activities carried out by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employee's StateInsurance Income-tax Sales tax Value Added Tax Service tax Cess and other materialstatutory dues as applicable to it have generally been regularly deposited during theyear by the Company with the appropriate authorities. As explained to us the Company didnot have any dues on account of Duty of customs and Duty of excise. According to theinformation and explanations given to us there are no undisputed amounts payable inrespect of Provident Fund Employee's State Insurance Income-tax Sales tax Value AddedTax Service tax Cess and other material statutory dues as a applicable to it were inarrears as at March 31 2017 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us the Company did not haveany dues on account of Sales tax and Value Added Tax which have not been deposited withthe appropriate authorities on account of any dispute. However according to theinformation and explanation given to us the following dues of Income-tax and Service taxhave not been deposited by the Company on account of disputes:

Name of the statute Nature of dues Amount in (Rupees in lakhs)* Payment under protest in (Rupees in lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act Income Tax 18.10 Nil F.Y 2000-01 The Assessing
1961 0.44 Nil F.Y 2002-03 Officer
2.00 Nil F.Y 2003-04
37.86 Nil F.Y 2003-04
181.90 11.00 F.Y 2005-06 The Commissioner
232.52 Nil F.Y 2010-11 of Income Tax
147.64 Nil F.Y 2011-12 (Appeals)
262.15 Nil F.Y 2012-13
401.55 Nil F.Y 2013-14
Finance Act 1994 Service Tax 1.99 Nil F.Y. 2001-2002 Assistant. Commissioner of Central Excise
8.60 8.60 F.Y. 1998-1999 to 2001-2002 Appellate Tribunal (Customs Excise and Service Tax)
11.40 11.40 F.Y 2001-2002 to 2004-2005 The Commissioner (Appeals) of Central Excise

*amount as per demand orders including interest and penalty wherever indicated in theorder.

(viii) According to the information and explanations given to us the Company did nothave any outstanding dues to any financial institutions banks government or debentureholders during the year. Accordingly paragraph 3(viii) of the Order is not applicable.

(ix) According to the information and explanations given to us the Company did notraise any money by way of initial public offer or further public offer (including debtinstruments) and did not have any term loans outstanding during the year. Accordinglyparagraph 3(ix) of the order is not applicable.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the managerial remuneration has been paid/provided by the Company in accordance with provisions of Section 197 read with Schedule Vof the Act.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company all transactions with the related partiesare in compliance with Section 177 and 188 of the Act where applicable and the detailshave been disclosed in the financial statements as required by the applicable accountingstandards.

(xiv) According to information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicable.

(xv) According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with them. Accordinglyparagraph 3(xv) of the Order is not applicable.

(xvi) According to information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration number: 101248 W/W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: May 11 2017 Membership No.: 095109

Annexure II to the Independent Auditor's Report to the Members of ICRA Limited on thestandalone financial statements for the year ended March 31 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section (3) ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ICRALimited ("the Company") as of March 31 2017 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

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 Reporting("the Guidance Note") issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to the company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's 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 financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration number: 101248 W/W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: May 11 2017 Membership No.: 095109