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ICRA Ltd.

BSE: 532835 Sector: Others
NSE: ICRA ISIN Code: INE725G01011
BSE 00:00 | 23 Aug 2585.40 -57.30
(-2.17%)
OPEN

2579.25

HIGH

2622.15

LOW

2570.15

NSE 00:00 | 23 Aug 2581.80 -65.70
(-2.48%)
OPEN

2572.00

HIGH

2612.15

LOW

2570.00

OPEN 2579.25
PREVIOUS CLOSE 2642.70
VOLUME 29
52-Week high 3807.00
52-Week low 2570.15
P/E 28.32
Mkt Cap.(Rs cr) 2,495
Buy Price 2560.00
Buy Qty 1.00
Sell Price 2650.00
Sell Qty 10.00
OPEN 2579.25
CLOSE 2642.70
VOLUME 29
52-Week high 3807.00
52-Week low 2570.15
P/E 28.32
Mkt Cap.(Rs cr) 2,495
Buy Price 2560.00
Buy Qty 1.00
Sell Price 2650.00
Sell Qty 10.00

ICRA Ltd. (ICRA) - Auditors Report

Company auditors report

To the Members of ICRA Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of ICRALimited ("the Company") which comprise the Balance Sheet as at 31 March2018 the Statement of Profit and Loss the Statement of Changes in Equity and theStatement of Cash Flows for the year then endedand summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the Standalone Ind AS 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 the stateof affairs profit/loss and other comprehensive income changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. In preparing the financial statementsmanagement is responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

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 of the standalone Ind AS financial statements in accordance withthe Standards on Auditing 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 standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.

Opinion

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 state of affairs of theCompany as at 31 March 2018 its profit and other comprehensive income changes in equityand 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 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

2. 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 purposes of our audit. b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books. c) The Balance Sheet the Statement of Profit and Loss theCash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the books of account d) In our opinion the aforesaid standalone Ind ASfinancial statements comply with the Indian Accounting Standards prescribed under section133 of the Act. e) On the basis of the written representations received from the directorsas on 31 March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 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 withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B". g) With respect to theother matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its standalone Ind ASfinancial statements; - Refer Note 28(b) to the standalone Ind AS financial statements.ii. The Company does not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses. iii. There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company. iv. The disclosures in the financial statements regarding holdings aswell as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made since they do not pertain to the financial year ended 31March 2018. However amounts as appearing in the audited standalone Ind AS financialstatements for the period ended 31 March 2017 have been disclosed.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No.: 101248W/ W-100022
Shashank Agarwal
Place: Gurugram

Partner

Date: 17 May 2018 Membership No.: 095109

Annexure A of the Independent Auditor's Report to the Members of ICRA Limited on thestandalone financial statements for the year ended 31 March 2018.

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) According to the information and explanations given to us the Company has aregular programme of physical verification of its fixed assets by which fixed assets areverified in a phased manner over a period of two years. Accordingly the Company hascarried out physical verification of its fixed assets at certain locations during the yearended 31 March 2018. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Asinformed to us no material discrepancies were noticed on such verification.

(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 Goods and Service tax Service taxCess and other material statutory dues as applicable to it have generally been regularlydeposited during the year by the Company with the appropriate authorities though there hasbeen a slight delay in a few cases. As explained to us the Company did not have any dueson account of Duty of customs and Duty of excise.

According to the information and explanations given to us there are no undisputedamounts payable in respect of Provident Fund Employee's State Insurance Income-taxSales tax Value Added Tax Goods and Service tax Service tax Cess and other materialstatutory dues as a applicable to it were in arrears as at 31 March 2018 for a period ofmore than six months from the date they became 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 Officer
1961 0.44 Nil F.Y 2002-03
2.00 Nil F.Y 2003-04
37.86 Nil F.Y 2003-04
181.90 11.00 F.Y 2005-06 The Commissioner of
262.15 Nil F.Y 2012-13 Income Tax (Appeals)
401.55 Nil F.Y 2013-14
262.24 Nil F.Y 2013-14
221.56 Nil F.Y 2014-15
Finance Act Service Tax 1.99 Nil F.Y. 2001-2002 Assistant. Commissioner of
1994 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

Firm's Registration No.: 101248W/ W-100022
Shashank Agarwal
Place: Gurugram

Partner

Date: 17 May 2018 Membership No.: 095109

Annexure B to the Independent Auditor's Report to the Members of ICRA Limited on thestandalone financial statements for the year ended 31 March 2018.

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 with reference to financial statementsof ICRA Limited ("the Company") as of 31 March 2018 in conjunction withour audit 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 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 ("the Guidance Note") issued by the Institute of Chartered Accountantsof 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 thecompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors 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 with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany's internal financial controls with reference 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 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 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 system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2018 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 issued by the ICAI.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No.: 101248W/ W-100022
Shashank Agarwal
Place: Gurugram

Partner

Date: 17 May 2018 Membership No.: 095109