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NIIT Ltd.

BSE: 500304 Sector: Services
NSE: NIITLTD ISIN Code: INE161A01038
BSE 00:00 | 13 Jul 97.45 -2.20
(-2.21%)
OPEN

99.85

HIGH

100.30

LOW

96.70

NSE 00:00 | 13 Jul 98.40 -1.45
(-1.45%)
OPEN

100.85

HIGH

100.85

LOW

96.60

OPEN 99.85
PREVIOUS CLOSE 99.65
VOLUME 25540
52-Week high 125.00
52-Week low 83.50
P/E 94.61
Mkt Cap.(Rs cr) 1,625
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 99.85
CLOSE 99.65
VOLUME 25540
52-Week high 125.00
52-Week low 83.50
P/E 94.61
Mkt Cap.(Rs cr) 1,625
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NIIT Ltd. (NIITLTD) - Auditors Report

Company auditors report

TO THE MEMBERS OF NIIT Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of NIIT Limited("the Company") which comprise the Balance Sheet as at March 31 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. 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 to give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting standards and matters which are required to be included in theaudit report.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors' 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.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2017 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure B a statement on thematters specified in paragraphs 3 and 4 of the Order.

10. 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting 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 March31 2017 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) 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 A.

(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 knowledge and belief and according to the information andexplanations given to us: i. The Company has disclosed the impact if any of pendinglitigations as at March 31 2017 on its financial position in its standalone financialstatements – Refer Note 19; ii. The Company has long-term contracts includingderivative contracts as at March 31 2017 for which there were no material foreseeablelosses. iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company during the year ended March31 2017. iv. The Company has provided requisite disclosures in the financial statementsas to holdings as well as dealings in Specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016. Based on audit procedures and relying on themanagement representation we report that the disclosures in Note 42 of the attachedstandalone financial statements are in accordance with books of account maintained by theCompany. However we are unable to obtain sufficient and appropriate audit evidence toreport on the disclosures in respect of denomination of currency notes aggregating Rs.5792380.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Anupam Dhawan
Place: Gurugram Partner
Date: May 17 2017 Membership Number 084451

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to theMembers of NIIT Limited on the Standalone Financial Statements for the year ended March31 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

1. We have audited the internal financial controls over financial reporting of NIITLimited ("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

2. 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 (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 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.

Auditors' Responsibility

3. 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 on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. 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 over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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.

5. 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 systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions 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 Over Financial Reporting

7. 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

8. 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 on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Anupam Dhawan
Place: Gurugram Partner
Date: May 17 2017 Membership Number 084451

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 9 of the Independent Auditors' Report of even date to theMembers of NIIT Limited on the Standalone Financial Statements as of and for the yearended March 31 2017 i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note 10 on fixed assets tothe financial statements are held in the name of the Company. ii. The inventory has beenphysically verified by the Management during the year. In our opinion the frequency ofverification is reasonable. The discrepancies noted on physical verification of inventoryas compared to book records were not material. iii. The Company has granted unsecuredloans to one of its wholly owned subsidiaries covered in the register maintained underSection 189 of the Act.

(a) The repayment terms of unsecured loan aggregating Rs. 29700000 which weregranted in previous year to one of its wholly owned subsidiary as referred to in clause(iii) were extended in the earlier years. The outstanding loan had been fully providedfor in the books of account in earlier years and have since been repaid during the year.

(b) In respect of the aforesaid loans the schedule of repayment of principal andpayment of interest has been stipulated and the receipts are regular.

(c) In respect of the aforesaid loans there is no amount overdue for more than 90days. iv. In our opinion and according to the information and explanations given to usthe Company has complied with the provisions of Section 185 and 186 of the Companies Act2013 in respect of the loans and investments made and guarantees and security provided byit. v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the rules framed there under to the extentnotified. vi. We have broadly reviewed the books of account maintained by the Company inrespect of products where pursuant to the rules made by the Central Government of Indiathe maintenance of cost records has been specified under sub section (1) of Section 148 ofthe Act and are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. We have not however made a detailed examination of therecords with a view to determine whether they are accurate or complete. vii. (a) Accordingto the information and explanations given to us and the records of the Company examined byus in our opinion the Company is generally regular in depositing undisputed statutorydues in respect of income tax (tax deducted at source) service tax and works contracttax though there has been a slight delay in a few cases and is regular in depositingundisputed statutory dues including provident fund employees' state insurance salestax duty of customs value added tax and other material statutory dues as applicablewith the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of service-tax and value added tax which havenot been deposited on account of any dispute. The particulars of dues of income tax salestax (including works contract tax) and as at March 31 2017 which have not been depositedon account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs.) Period to which the amount relates Forum where the dispute is pending
Andhra Pradesh General Sales Tax Act 1957 Works contract tax 31318455 2001-2004 Supreme Court of India
Central Sales Tax Act 1956 Sales tax 22287390 June 2005 to November 2011 Appellate Deputy Commissioner (A) Hyderabad
Customs Act1962 Custom duty 4798907 2012-2013 and 2013-2014 Directorate of Revenue Intelligence Jaipur
Bihar VAT Act 2005 Value added Tax 5078637 2011-2012 Additional Commissioner Commercial Tax Patna
Income Tax Act 1961 Income tax 408000 2004-2005 Income Tax Appellate Tribunal
3087591 2008-2009 Income Tax Appellate Tribunal
20386790 2009-2010 Commissioner Income Tax (Appeal)

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders as at thebalance sheet date. ix. In our opinion and according to the information and explanationsgiven to us the Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. x. During the course of ourexamination of the books and records of the Company carried out in accordance with thegenerally accepted auditing practices in India and according to the information andexplanations given to us we have neither come across any instance of material fraud on orby the Company noticed or reported during the year nor have we been informed of any suchcase by the Management. xi. The Company has paid/ provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act. xii. As the Company is not a Nidhi Company and the NidhiRules 2014 are not applicable to it the provisions of Clause 3(xii) of the Order are notapplicable to the Company. xiii. The Company has entered into transactions with relatedparties in compliance with the provisions of Sections 177 and 188 of the Act. The detailsof such related party transactions have been disclosed in the financial statements asrequired under Accounting Standard (AS) 18 Related Party Disclosures specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. xiv. TheCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review. Accordingly the provisions ofClause 3(xiv) of the Order are not applicable to the Company. xv. The Company has notentered into any non-cash transactions with its directors or persons connected with him.

Accordingly the provisions of Clause 3(xv) of the Order are not applicable to theCompany. xvi. The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Orderare not applicable to the Company.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Anupam Dhawan
Place: Gurugram Partner
Date: May 17 2017 Membership Number 084451