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IRB Infrastructure Developers Ltd.

BSE: 532947 Sector: Infrastructure
NSE: IRB ISIN Code: INE821I01014
BSE 00:00 | 22 Feb 129.05 6.15
(5.00%)
OPEN

123.00

HIGH

131.10

LOW

121.30

NSE 00:00 | 22 Feb 130.00 6.60
(5.35%)
OPEN

123.50

HIGH

131.25

LOW

121.60

OPEN 123.00
PREVIOUS CLOSE 122.90
VOLUME 341719
52-Week high 286.00
52-Week low 109.55
P/E 12.15
Mkt Cap.(Rs cr) 4,535
Buy Price 129.10
Buy Qty 50.00
Sell Price 130.00
Sell Qty 271.00
OPEN 123.00
CLOSE 122.90
VOLUME 341719
52-Week high 286.00
52-Week low 109.55
P/E 12.15
Mkt Cap.(Rs cr) 4,535
Buy Price 129.10
Buy Qty 50.00
Sell Price 130.00
Sell Qty 271.00

IRB Infrastructure Developers Ltd. (IRB) - Auditors Report

Company auditors report

Independent Auditor's Report

To The Members of IRB Infrastructure Developers Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

We have jointly audited the accompanying consolidated Ind AS financial statements ofIRB Infrastructure Developers Limited (hereinafter referred to as "the HoldingCompany") and its subsidiaries (the Holding Company and its subsidiaries togetherreferred to as "the Group") which comprise the consolidated balance sheet as at31 March 2018 the consolidated statement of profit and loss (including othercomprehensive income) the consolidated statement of changes in equity and theconsolidated statement of cash flows for the year then ended including a summary of thesignificant accounting policies and other explanatory information (hereinafter referred toas "consolidated Ind AS financial statement").

Management’s Responsibility for the consolidated Ind AS Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of theseconsolidated Ind AS financial statements in terms of the requirements of the CompaniesAct 2013 (hereinafter referred to as "the Act") that give a true and fair viewof the consolidated statement of affairs consolidated profit (including othercomprehensive income) consolidated statement of changes in equity and consolidatedstatement of cash flows of the Group in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act. The respective Board of Directors of the companies/Designated Partners of the Limited LiabilityPartnership included in the Group areresponsible for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Group and for preventing anddetecting frauds and other irregularities; the 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 consolidated Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error which have been used for the purpose of preparation of theconsolidated Ind AS financial statements by the Directors of the Holding Company asaforesaid.

In preparing the consolidated Ind AS financial statements the respective Board ofDirectors of the companies / Designated

Partners of the Limited Liability Partnership included in the Group are responsible forassessing the ability of the Group to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Group or to cease operationsor has no realistic alternative but to do so.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated Ind AS financialstatements based on our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions 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 consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the consolidated Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the consolidated Ind AS financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal financial controlrelevant to the Holding Company's preparation of the consolidated Ind AS financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made aswell as evaluating the overall presentation of the consolidated Ind AS financialstatements.

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 ability of the Group 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 consolidated Ind AS financial statements or if suchdisclosures are inadequate to modify the opinion. Our conclusions are based on the auditevidence obtained up to the date of the auditor's report. However future events orconditions may cause the Group to cease to continue as a going concern.

We believe that the audit evidence obtained by us and the audit evidence obtained bythe other auditors in terms of their reports referred to in sub-paragraph 1 of the OtherMatters paragraph below is sufficient and appropriate to provide a basis for our auditopinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of reports of other auditors on separate Ind ASfinancial statements and on the other financial information of the subsidiaries theaforesaid consolidated Ind AS financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the consolidated state of affairs ofthe Group as at 31 March 2018 and their consolidated profit (including othercomprehensive income) consolidated statement of changes in equity and consolidated cashflows for the year ended on that date.

Other Matters

1. We have not audited financial statements of 25 (twenty five) subsidiaries includedin the consolidated Ind AS financial statements which constitute total assets of '367266.42 millions at 31 March 2018; as well as total revenue of ' 43288.20 millions forthe year ended 31 March 2018 total profit after tax of ' 1766.28 millions for the yearended 31 March 2018 total comprehensive income of ' 1.83 millions for the year ended 31March 2018 and net cash outflows of ' 143.85 millions for the year ended 31 March 2018 asconsidered in the consolidated Ind AS financial statements.

These standalone Ind AS financial statements and other financial information have beenaudited by other auditors whose reports have been furnished to us for the purpose of theconsolidation and our opinion on the consolidated Ind AS financial statements in so faras it related to the amounts and disclosures included in respect of these subsidiariesand our report in terms of Section 143 (3) of the Act in so far as it relates to theaforesaid subsidiaries is based solely on the reports of the other auditors.

Our opinion on the consolidated Ind AS financial statements and our report on OtherLegal and Regulatory Requirements below is not modified in respect of the above matterwith respect to our reliance on the work done and the reports of the other auditors.

2. The consolidated financial statements reflect total assets of ' 74468.26 millionsas at 31 March 2018 as well as total revenue of ' 1958.50 millions for the year ended 31March 2018 total profit after tax of ' 703.26 millions for the year ended 31 March 2018total comprehensive income of ' Nil million for the year ended 31 March 2018 and net cashinflows of ' 222.78 millions for the year ended 31 March 2018 as considered in theconsolidated Ind AS financial statements for 7 (seven) subsidiary companies as consideredin the consolidated Ind AS financial statements have been audited by Gokhale & SatheChartered Accountants one of the joint auditors of the Holding Company.

3. The consolidated financial statements reflect total assets of ' 21514.05 millionsas at 31 March 2018 as well as total revenue of ' 9015.10 millions for the year ended 31March 2018 total profit after tax of ' 3796.87 millions for the year ended 31 March2018 total comprehensive income of ' 0.69 millions for the year ended 31 March 2018 andnet cash inflows of ' 7.81 millions for the year ended 31 March 2018 as considered in theconsolidated Ind AS financial statements for 1 (one) subsidiary company as considered inthe consolidated Ind AS financial statements have been audited by B S R & Co. LLPChartered Accountants one of the joint auditors of the Holding Company.

4. We did not audit the financial statements of a subsidiary company (partnership firm)namely Modern Estate included in the consolidated Ind AS financial statements whosefinancial statements reflect total assets of ' 200.00 millions as at 31 March 2018 andtotal revenue of ' Nil million for the year ended 31 March 2018 total profit after tax of' Nil million for the year ended 31 March 2018 total comprehensive income of ' Nilmillion for the year ended 31 March 2018 and net cash outflows of ' Nil million for theyear ended 31 March 2018 as considered in the consolidated Ind AS financial statements.These financial statements have not been audited by the respective auditors and are basedsolely on the management certified financial information. In our opinion and according tothe information and explanations given to us by the management these financial statementsare not material to the Group. Our opinion is not modified in respect of this matter.

5. The audited consolidated Ind AS financial statements of the Company for thecorresponding year ended 31 March 2017 prepared in accordance with Ind AS included inthese consolidated Ind AS financial statements have been jointly audited by S. R. Batliboi& Co. LLP Chartered Accountants and Gokhale & Sathe Chartered

Accountants one of the joint auditors whose audit report dated 30 May 2017 expressedan unmodified opinion on those audited consolidated Ind AS financial statements. Ouropinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit and on the considerationof report of other auditors on separate financial statements and other financialinformation of subsidiaries as noted in the 'Other matters' paragraph we report to theextent applicable 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 of the aforesaidconsolidated Ind AS financial statements;

b) in our opinion proper books of account as required by law to preparation of theaforesaid consolidated Ind AS financial statements have been kept so far as it appearsfrom our examination of those books and the reports of the other auditors;

c) the consolidated balance sheet the consolidated statement of profit and loss(including other comprehensive income) the consolidated statement of cash flows and theconsolidated statement of changes in equity dealt with by this report are in agreementwith the relevant books of account maintained for the purpose of preparation of theconsolidated Ind AS financial statements;

d) In our opinion the aforesaid consolidated Ind AS financial statements comply withthe Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act readwith relevant rules issued thereunder;

e) on the basis of the written representations received from the directors of theHolding Company as on 31 March 2018 taken on record by the Board of Directors of theHolding Company and the reports of the statutory auditors of its subsidiary companiesincorporated in India none of the directors of the Group companies incorporated in Indiaare disqualified as on 31 March 2018 from being appointed as a director in terms ofSection 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financialreporting and operating effectiveness of such controls of the Holding Company itssubsidiary companies incorporated in India and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure A";

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 and basedon the consideration of the report of the other auditors on separate financial statementsas also the other financial information of the subsidiaries as noted in the 'OtherMatters' paragraph:

i. the consolidated Ind AS financial statements disclose the impact of pendinglitigations on the consolidated financial position of the Group - Refer note 33 to theconsolidated Ind AS financial statements.

ii. the Holding Company and its subsidiary companies did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Holding Company and its subsidiarycompanies incorporated in India during the year ended 31 March 2018; and

iv. the disclosures in the consolidated Ind AS financial statements regarding holdingsas well 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 consolidated Ind AS financialstatements for the period ended 31 March 2017 have been disclosed. Refer note 46 to theconsolidated Ind AS financial statements.

For Gokhale & Sathe For B S R & Co. LLP
FRN: 103264W FRN: 101248W/W-100022
Chartered Accountants Chartered Accountants
Jayant Gokhale Aniruddha Godbole
Partner Partner
Membership No: 033767 Membership No : 105149
Place: Mumbai Place: Mumbai
Date: 3 May 2018 Date: 3 May 2018

Annexure A to the Independent Auditors' Report - 31 March 2018

(Referred to in 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")

In conjunction with our joint audit of the consolidated Ind AS financial statements ofIRB Infrastructure Developers Limited ("the Holding Company") as of and for theyear ended 31 March 2018 we have audited the internal financial controls over financialreporting of the Holding Company and its subsidiary companies together referred to as"the Group") in respect of companies incorporated in India and to whom theinternal control over financial reporting is applicable as of date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of Holding Company and subsidiary companiesincorporated in India are responsible for establishing and maintaining internal financialcontrols based on the internal controls over financial reporting criteria established bythe respective companies 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to respective company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Companies Act 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Group's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the ICAI and the Standards on Auditing issued byICAI and deemed to be prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was establishedand maintained and if such 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 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 consolidated Ind AS financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained bythe other auditors in terms of their reports referred to in the Other Matters paragraphbelow is sufficient and appropriate to provide a basis for our audit opinion on theGroup's internal financial controls system over financial 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 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 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 Group has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2018 based on the internalcontrol over financial reporting criteria established by the Holding Company and itssubsidiary companies incorporated in India and to whom internal control over financialreporting is applicable considering the essential components of internal control statedin the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Others Matters

Our aforesaid report under clause (i) of sub-section 3 of Section 143 of the Act on theadequacy and operating effectiveness of the internal financial controls over financialreporting insofar as it relates to 25 (twenty five) subsidiary companies incorporated inIndia and to whom internal control over financial reporting is applicable is based solelyon the report of the auditors of the subsidiary companies.

For Gokhale & Sathe For B S R & Co. LLP
FRN: 103264W FRN: 101248W/W-100022
Chartered Accountants Chartered Accountants
Jayant Gokhale Aniruddha Godbole
Partner Partner
Membership No: 033767 Membership No : 105149
Place: Mumbai Place: Mumbai
Date: 3 May 2018 Date: 3 May 2018