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Bajaj Finance Ltd.

BSE: 500034 Sector: Financials
NSE: BAJFINANCE ISIN Code: INE296A01024
BSE 10:57 | 18 Jul 2512.10 40.05
(1.62%)
OPEN

2494.80

HIGH

2517.50

LOW

2476.40

NSE 10:44 | 18 Jul 2515.25 46.10
(1.87%)
OPEN

2478.20

HIGH

2519.00

LOW

2475.50

OPEN 2494.80
PREVIOUS CLOSE 2472.05
VOLUME 59168
52-Week high 2517.50
52-Week low 1492.00
P/E 54.85
Mkt Cap.(Rs cr) 145,187
Buy Price 2512.10
Buy Qty 27.00
Sell Price 2513.40
Sell Qty 100.00
OPEN 2494.80
CLOSE 2472.05
VOLUME 59168
52-Week high 2517.50
52-Week low 1492.00
P/E 54.85
Mkt Cap.(Rs cr) 145,187
Buy Price 2512.10
Buy Qty 27.00
Sell Price 2513.40
Sell Qty 100.00

Bajaj Finance Ltd. (BAJFINANCE) - Auditors Report

Company auditors report

To the Members of Bajaj Finance Ltd.

We have audited the accompanying standalone financial statements of Bajaj Finance Ltd.(‘the Company') which comprise the Balance Sheet as at 31 March 2018 the Statementof Profit and Loss and Cash Flow Statement for the year then ended and a summary ofsignificant 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 Companies (AccountingStandards) Rules 2006 (as amended) specified under section 133 of the Act read with theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement 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 the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders 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 accounting policies used and the reasonableness of the accountingestimates made by the Company's Board of Directors as well as evaluating the overallpresentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalone 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 31March 2018 its profit and its cash flows for the year ended on that date.

Other matter

The financial statements of the Company for the year ended 31 March 2017 included inthese standalone financial statements have been audited by the predecessor auditor whoexpressed an unmodified opinion on those statements on 17 May 2017.

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 3and 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 account;

(d) In our opinion the aforesaid standalone financial statements comply with theCompanies (Accounting Standards) Rules 2006 (as amended) specified under section 133 ofthe Act read with the Companies (Accounts) Rules 2014;

(e) On the basis of written representations received from the directors as on 31 March2018 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2018 from being appointed as a director in terms of section 164(2) of theAct;

(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 Auditors‘ 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 no. 24 to the standalone financialstatements;

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

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Arvind Sethi

Partner

Membership Number: 089802

Pune: 17 May 2018

Annexure 1 to Independent Auditors‘ Report

Annexure 1 referred to in paragraph 1 under the heading ‘Report on other legal andregulatory requirements' of our report of even date

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the Management during the year and nomaterial discrepancies were identified on such verification.

(c) According to the information and explanations given by the Management the titledeeds of immovable properties included in property plant and equipment/fixed assets areheld in the name of the Company.

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

3. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly the provisions of clause 3(iii) (a) (b) and (c) of the Order are notapplicable to the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us thereare no loans investments guarantees and securities granted in respect of whichprovisions of section 185 and 186 of the Act are applicable and hence not commented upon.

5. In respect of deposits accepted in our opinion and according to the information andexplanations given to us directives issued by the Reserve Bank of India and theprovisions of section 73 to 76 or any other relevant provisions of the Act and the Rulesframed there under to the extent applicable have been complied with. We are informed bythe Management that no order has been passed by the Company Law Board National CompanyLaw Tribunal or Reserve Bank of India or any Court or any other Tribunal.

6. To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under section 148(1) of the Act for theservices of the Company.

7. (a) Undisputed statutory dues including provident fund employees' state insuranceincome tax sales tax service tax duty of customs duty of excise value added tax cessand other statutory dues have generally been regularly deposited with the appropriateauthorities.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income tax service taxsales tax duty of custom duty of excise value added tax cess and other statutory dueswere outstanding at the year end for a period of more than six months from the date theybecame payable.

(c) According to the information and explanations given to us the dues outstanding ofincome tax sales tax service tax customs duty excise duty value added tax and cesswhich have not been deposited on account of any dispute are as follows:

(Rs. In Crore)
Name of the Statute Nature of disputed dues Amount disputed Amount paid* Period to which the amount relates Forum where dispute is pending
Employees State Insurance Act 1948 ESIC contribution 4.46 Nil FY 1999-2000 to FY 2006-07 Employees State Insurance Court
Employees State Insurance Act 1948 ESIC contribution 0.68 Nil FY 1991-92 to FY 2002-03 Deputy Director Employee State Insurance Corporation
Income Tax Act 1961 Income Tax 5.14 Nil FY 2007-08 FY 2011-12 and FY 2013-14 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 1.62 Nil FY 1996-97 to FY 2002-03 FY 2005-06 and FY 2008-09 Income Tax Appellate Tribunal (Pune)
Income Tax Act 1961 Income Tax 35.12 Nil FY 1995-96 to FY 2010-11 Mumbai High Court
Finance Act 1994 Service Tax 1243.79** 10.00 FY 2010-11 -September 2016 Customs Excise and Service Tax Appellate Tribunal
Finance Act 1994 Service Tax 53.87 Nil July 2012 to March 2016 Commissioner (Goods and Service Tax)
Finance Act 1994 Service Tax 2.53 0.19 FY 2007-08 to September 2015 Customs Excise and Service Tax Appellate Tribunal
Finance Act 1994 Service Tax 0.04 Nil FY 2014-15 and FY 2015-16 Commissioner (Appeals)
Finance Act 1994 Service Tax 0.54 0.03 FY 2012-13 and FY 2013-14 Commissioner (Appeals)
West Bengal Value Added Tax Act 2003 Value Added Tax 0.86 Nil FY 2005-06 to FY 2008-09 Additional Commissioner Sales Tax
Kerala Value Added Tax Act 2003 Value Added Tax 0.09 Nil FY 2005-06 VAT Appellate Tribunal
Rajasthan Value Added Tax Act 2003 Value Added Tax 1.29 Nil FY 2008-09 to July 2014 Supreme Court of India
Rajasthan Value Added Tax Act 2003 Value Added Tax 0.15 Nil July 2014 to March 2017 VAT Appellate Tribunal

** Includes interest and penalty

8. In our opinion and according to the information and explanations given by theManagement the Company has not defaulted in repayment of loans or borrowings to afinancial institution or bank or dues to debenture holders.

9. According to the information and explanations given by the Management the Companyhas not raised any money by way of initial public offer or further public offer.

Further monies raised by the Company by way of term loans were applied for the purposefor which those were raised though idle/surplus funds which were not required forimmediate utilisation were gainfully invested in liquid assets payable on demand.

10. 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 fraud by the Company or no material fraud onthe Company by the officers and employees of the Company has been noticed or reportedduring the year. 11. According to the information and explanations given by theManagement the managerial remuneration has been paid/ provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

12. 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.

13. According to the information and explanations given by the Management transactionswith the related parties are in compliance with section 177 and 188 of the Act whereapplicable and the details have been disclosed in the notes to the financial statementsas required by the applicable accounting standards.

14. According to the information and explanations given to us and on an overallexamination of the Balance Sheet the Company has complied with provisions of section 42of the Act in respect of the private placement of equity shares during the year. Accordingto the information and explanations given by the Management we report that the amountraised have been used for the purposes for which those were raised though idle/surplusfunds which were not required for immediate utilisation were gainfully invested in liquidassets payable on demand.

15. According to the information and explanations given by the Management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act.

16. According to the information and explanations given to us we report that theCompany has registered as required under section 45-IA of the Reserve Bank of India Act1934.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Arvind Sethi

Partner

Membership Number: 089802

Pune: 17 May 2018

Annexure 2 to Independent Auditors‘ Report

Annexure 2 referred to in paragraph 2 (f) under the heading ‘Report on other legaland regulatory requirements' of our report of even date

Report on the Internal Financial Controls under clause (i) of sub-section 3 of section143 of the Companies Act 2013 (‘the Act')

We have audited the internal financial controls over financial reporting of BajajFinance Ltd. (the ‘Company') as of 31 March 2018 in conjunction with our audit of thestandalone 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 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 Act.

Auditor's responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the ‘Guidance Note') and theStandards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting withreference to these standalone financial statements was established and maintained and ifsuch controls 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 with reference to thesestandalone financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting with reference to these standalonefinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto 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 with reference to these standalone financial statement.

Meaning of internal financial controls over financial reporting

A company's internal financial control over financial reporting with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these standalone financial statements includes those policies and procedures that:

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

(ii) 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

(iii) 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 withreference to these standalone financial statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree 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 with reference to these standalonefinancial statements and such internal financial controls over financial reporting withreference to these standalone financial statements were operating effectively as at 31March 2018 based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Arvind Sethi

Partner

Membership Number: 089802

Pune: 17 May 2018