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BF Investment Ltd.

BSE: 533303 Sector: Financials
NSE: BFINVEST ISIN Code: INE878K01010
BSE 00:00 | 29 May 228.10 -4.65
(-2.00%)
OPEN

230.25

HIGH

233.50

LOW

224.30

NSE 00:00 | 29 May 228.20 -3.30
(-1.43%)
OPEN

232.95

HIGH

233.25

LOW

224.00

OPEN 230.25
PREVIOUS CLOSE 232.75
VOLUME 2501
52-Week high 376.80
52-Week low 152.00
P/E 17.23
Mkt Cap.(Rs cr) 859
Buy Price 224.10
Buy Qty 50.00
Sell Price 228.10
Sell Qty 15.00
OPEN 230.25
CLOSE 232.75
VOLUME 2501
52-Week high 376.80
52-Week low 152.00
P/E 17.23
Mkt Cap.(Rs cr) 859
Buy Price 224.10
Buy Qty 50.00
Sell Price 228.10
Sell Qty 15.00

BF Investment Ltd. (BFINVEST) - Auditors Report

Company auditors report

To the Members of BF Investment Limited

Report on the Audit of the Standalone Indian Accounting Standards (Ind AS) FinancialStatements Opinion

We have audited the standalone Ind AS financial statements of BF Investment Limited("the Company") which comprise the balance sheet as at 31st March 2019 and thestatement of Profit and Loss ( including Other Comprehensive Income) statement of changesin equity and statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation hereinafter referred to as 'the standalone Ind AS financial statements'.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the standalone state ofaffairs of the Company as at 31st March 2019 and its standalone profit (including OtherComprehensive Income) standalone changes in equity and its standalone cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Ind AS Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Standalone Ind AS financial statements under the provisions of the Companies Act2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Ind AS financial statements of the currentperiod. These matters were addressed in the context of our audit of the Standalone Ind ASfinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Key Audit Matter. The company has unsecured loans given Rs. 17.94 crores net of Rs.8.69 crores impairment provision as at 31st March 2019 (Refer Note No. 4 in the FinancialStatements). Since this is a NBFC & giving of loans is a usual activity we havesuggested that a written Policy should be made regarding criteria & methodology ofgiving loans & determining the impairment if any of these loans. We draw theattention to Note 1A(h) regarding the company's Accounting Policy on FinancialInstruments.

Response to Key Audit Matter : Audit procedures carried out by auditors : We haveobtained the balance confirmations as at 31st March 2019 from the borrowersother than those which have been fully provided as impaired. We have also confirmed fromthe audited financial statements for the financial year 2017-18 of the borrower companiesthat these loans appear as loans payable to the company.

The above mentioned factors have been appropriately considered by us and based on thework performed and the evidence obtained we consider the accounting treatment isappropriate.

Other Matters

The financial statements of the Company for the year ended 31st March 2018were audited by other independent auditor whose report dated 26th May 2018expressed an unqualified opinion on those statements. The audited balances as on 31stMarch 2018 have been considered as opening balances for the purpose of these financialstatements.

Our opinion is not qualified in respect of this matter.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Directors Report to the members& Annexures thereto and Report on Corporate Governance but does not include thestandalone Ind AS financial statements and our auditor's report thereon. Our opinion onthe standalone Ind AS financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the standalone Ind AS financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone IndAS 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 Ind AS financial statements that give a true and fair view of thestandalone Ind AS financial position standalone Ind AS financial performance standaloneInd AS changes in equity and standalone Ind AS cash flows of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards specified in the Companies (Indian Accounting Standards) Rules 2015(as amended) under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities selection and application of appropriate accounting policies makingjudgments and estimates that are reasonable and prudent and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. The Board of Directors is also responsible foroverseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone Ind AS financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings includingsignificant deficiencies if any in internal control that we identify during our audit.We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

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 Companies Act 2013 we give in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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 purposes 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 the Statement of Profit and Loss (including Other ComprehensiveIncome) and the Cash Flow Statement dealt with by this Report are in agreement with thebooks 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 Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

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

For M/S P.G. BHAGWAT
Chartered Accountants
Firm's registration No. 101118W
Sanjay Athavale
Partner
Pune: 30 May 2019 Membership No. 83374

"ANNEXURE A" TO AUDITORS' REPORT

ANNEXURE A TO THE AUDITORS' REPORT

(Referred to in our above report of even date)

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

(b) As explained to us the fixed assets have been physically verified by theManagement at reasonable intervals during the financial year. According to theinformation and explanations given to us no discrepancies were noticed on physicalverification of the fixed assets.

(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 the immovable properties asdisclosed in Note No. 9 to the standalone Ind AS financial statements are held in thename of the company except for the buildings regarding which as informed to us thetitle is as yet being obtained in the name of the company as the process of completing therequired legal formalities is in progress.

(ii) As explained to us the Company did not hold any physical inventories during thefinancial year covered by this report. Thus paragraph 3(ii) of the Order is notapplicable to the Company.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans in contravention of Section 185 of the Companies Act2013. The Company has complied with the provisions of Section 186 of the Act with respectto the loans and guarantees given securities provided or investments made.

(v) The Company has not accepted deposits from the public within the meaning ofSections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed thereunder.

(vi) Requirement to maintain cost records under sub-section (1) of Section 148 of theCompanies Act 2013 does not apply to the Company.

(vii) (a) According to the records of the Company the Company was found to be regularin depositing undisputed statutory dues applicable to it including income tax GSTservice tax cess and any other statutory dues to the appropriate authorities. Asexplained to us by the Management the provisions of the Employees' State Insurance Act1948 and the Employees' Provident Fund and Miscellaneous Provisions Act 1952 do notapply to the Company. According to the information and explanations given to us noundisputed amounts payable in respect of income tax service tax GST and any otherstatutory dues were outstanding as at 31st March 2019 for a period of more than sixmonths from the date those became payable.

(b) According to the records of the Company there are no dues of income tax or servicetax or GST which have not been deposited on account of any dispute.

(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders. Accordingly paragraph 3(viii) of theOrder is not applicable.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

(x) Based upon the audit procedures performed and the information and explanationsgiven by the Management we report that no fraud by the Company or no fraud on the Companyby its officers or employees has been noticed or reported during the year.

(xi) Managerial remuneration for the year has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Companies Act;

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3 (xii) of the Order is notapplicable.

(xiii) According to the records of the Company and according to the information andexplanations given to us transactions with the related parties are in compliance withSections 177 and 188 of the Companies Act 2013 wherever applicable and the details havebeen disclosed in the Financial Statements as required by the applicable accountingstandards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable.

(xvi) The Company is a Non Deposit taking Core Investment Company as defined in theCore Investment Companies (Reserve Bank) Directions 2011. Since the Company is not aSystemically Important Non Deposit taking Core Investment Company it is not required toobtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act1934.

For M/S P.G. BHAGWAT
Chartered Accountants
Firm's registration No. 101118W
Sanjay Athavale
Partner
Pune: 30 May 2019 Membership No. 83374

"ANNEXURE B" TO AUDITORS' REPORT

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 with reference to financial statementsof BF Investment Limited ("the Company") as of 31st March 2019 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India ('ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under Section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished 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 with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of internal financial controls withreference to financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgment 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 Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A Company's internal financial control with reference to financial statements is aprocess 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 control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions 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 with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to financial statements and such internal financialcontrols with reference to financial statements were operating effectively as at 31stMarch 2019 based on the internal control with reference to financial statements 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.

For M/S P.G. BHAGWAT
Chartered Accountants
Firm's registration No. 101118W
Sanjay Athavale
Partner
Pune: 30 May 2019 Membership No. 83374