To the Members of Srei Infrastructure Finance Limited Report on theAudit of the Standalone Financial Statements Opinion
We have audited the accompanying Standalone Financial Statements ofSrei Infrastructure Finance Limited ("the Company") which comprise the BalanceSheet as at March 31 2019 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and notes to the Standalone Financial Statements including asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "Standalone Financial Statements").
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India including the Indian Accounting Standards ("IndAS") of the state of a3 airs of the Company as at March 31 2019 its totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements inaccordance with the Standards on Auditing (SAs) specified under section143(10) of the Act. Our responsibilities under those Standards are further described inthe Auditors Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India("ICAI") together with the ethical requirements that are relevant to our auditof the Standalone Financial Statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is su3 cient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements of thecurrent period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.
1. Transition to Ind AS
The Company has adopted Ind AS notified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 from April 01 2018 andthe Effective date of such transition is April 01 2017. Ind AS are new and complexaccounting standards which require considerable judgment and interpretation in theirimplementation. Further Ind AS 101 ("First-time Adoption of Indian AccountingStandards") allows two categories of exceptions to the first-time adopters whichmainly includes prohibition to retrospective application of certain requirements of Ind ASand exemption from some requirements of Ind AS. We consider this transition and therequired disclosures to be a key audit matter because new accounting policies have beenadopted by the Company to comply with these standards. Note No. 1(b) "SignificantAccounting Policies" Note No. 32 "First time Adoption" and Note No. 35" Financial Instruments and Related Disclosures" to the Standalone FinancialStatements provide detailed information on the significant policies critical judgment andestimation along with details of exemptions applied from certain requirements under IndAS based on which these Standalone Financial Statements are prepared.
Principal Audit Procedures:
We have performed the following audit procedures in order to obtain su3cient audit evidence:
Assessed the Companys process to identify the impact ofadoption and transition to the new accounting standards.
Evaluated the design of internal controls and tested theoperating effectiveness of key internal controls around the process of preparation of theStandalone Financial Statements;
Reviewed the exemptions availed by the Company from certainrequirements under Ind AS;
Obtained an understanding of the determination of key judgments;
Evaluated and tested the key assumptions and judgments adoptedby management;
Assessed the disclosures made against the relevant Ind AS; and
Determined the appropriateness of the methodologies and modelsused along with the reasonability of the outputs.
2. Impairment loss allowance of loans and advances
Impairment loss allowance of loans and advances ("Impairment lossallowance") is a key audit matter as the Company has significant credit riskexposure. The value of loans and advances on the balance sheet is significant and there isa high degree of complexity and judgment involved for the Company in estimating individualand collective credit impairment provisions and write-o3 s against these loans. TheCompanys model to calculate expected credit loss ("ECL") is inherentlycomplex and judgment is applied in determining the three-stage impairment model ("ECLModel") including the selection and input of forward-looking information. ECLprovision calculations require the use of large volumes of data. The completeness andreliability of data can significantly impact the accuracy of the modelled impairmentprovisions. The accuracy of data flows and the implementation of related controls arecritical for the integrity of the estimated impairment provisions.
Principal Audit Procedures:
We started our audit procedures with the understanding of the internalcontrol environment related to Impairment loss allowance. Our procedures over internalcontrols focused on recognition and measurement of impairment loss allowance. We assessedthe design and tested the operating Effectiveness of the selected key controls implementedby the Company.
We also assessed whether the impairment methodology used by the Companyis in line with the requirements of Ind AS 109 "Financial instruments". Moreparticularly we assessed the approach of the Company regarding the definition of defaultProbability of Default Loss Given Default and incorporation of forward-lookinginformation for the calculation of ECL.
For loans and advances which are assessed for impairment on a portfoliobasis we performed particularly the following procedures:
tested the reliability of key data inputs and related managementcontrols;
checked the stage classification as at the balance sheet date asper definition of default;
validated the ECL model and calculation by involving ourInformation Technology Expert;
calculated the ECL provision manually for a selected sample; and
assessed the assumptions made by the Company in makingaccelerated provision considering forward looking information and based on the status ofa particular industry as on the reporting date.
For loans and advances which are written o3 during the year underaudit we read and understood the methodology and policy laid down and implemented by theCompany in this regard along with its compliance on sample basis.
3. Valuation of unquoted financial assets held at fair value
The valuation of the Companys unquoted financial assets held atfair value is a key audit matter due to the significance of the amount and complexityinvolved in the valuation process.
Management makes significant judgements because of the complexity ofthe techniques and assumptions used in valuing some of the level 3 investment securitiesgiven the limited external evidence and unobservable market data available to support theCompanys valuations.
The valuation of the level 3 investment securities are dependent onmarket conditions and key assumptions made. The determination of these assumptions iscomplex and requires the exercise of management judgement.
Principal Audit Procedures:
assessed the valuation methodologies including evaluation ofindependent external valuers competence capability and objectivity.
assessed the reasonableness of key assumptions based on ourknowledge of the business and industry.
checked on a sample basis the accuracy and relevance of theinput data used.
The Companys Board of Directors is responsible for the otherinformation. The other information comprises the Report on Corporate Governance (but doesnot include the standalone financial statements and our auditors report thereon)which we obtained prior to the date of this auditors report and the DirectorsReport including Annexures to Directors Report which are expected to be madeavailable to us after that date.
Our opinion on the Standalone Financial Statements does not cover theother information and we do not and will not express any form of assurance conclusionthereon.
In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information identified above and in doing soconsider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. If based on the work we have performed on the other informationthat we obtained prior to the date of this auditors report we conclude that thereis a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
The Companys Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these StandaloneFinancial Statements that give a true and fair view of the financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the Ind AS specified under section 133 of the Act read withthe relevant rules issued thereunder and other accounting principles generally accepted inIndia. This responsibility also includes maintenance of adequate accounting records inaccordance 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 Standalone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the Standalone Financial Statements management isresponsible for assessing the Companys ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing theCompanys financial reporting process.
Auditors Responsibilities for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditors report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.As part of an audit in accordance with SAs we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditorsreport to the related disclosures in the Standalone Financial Statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditors report. However future events orconditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the e3 ect of any identified misstatements in the standalone financialstatements.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors Report) Order 2016("the Order") issued by the Central Government of India in terms ofsection 143(11) of the Act we give in "Annexure 1" a statement on the mattersspecified in paragraphs 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;
b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this report are in agreement with the books of account;
d. In our opinion the aforesaid Standalone Financial Statements complywith the Indian Accounting Standards specified under section 133 of the Act read with therelevant rules issued thereunder;
e. On the basis of the written representations received from thedirectors as on March 31 2019 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2019 from being appointed as a director in termsof section 164(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 we give our separate report in "Annexure 2".
g. With respect to the other matters to be included in theAuditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:
(i) The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Financial Statements Refer Note Nos. 9 and 31to the Standalone Financial Statements;
(ii) The Company did not have any material foreseeable losses in longterm contracts including derivative contracts during the year ended March 31 2019;
(iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.
(3) As required by Section 197(16) of the Act we report that in ouropinion and to the best of our information and according to the explanations given to usthe remuneration paid by the Company to its directors during the year is in accordancewith the provisions of Section 197 of the Act.
For Haribhakti & Co. LLP
Firm Registration Number: 103523W/W100048
Membership Number: 048523
Date: May 25 2019
ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT
[Referred to in paragraph 1 under Report on Other Legal andRegulatory Requirements in our Independent Auditors Report of even date tothe members of the Company on the standalone financial statements for the year ended March31 2019]
(i) (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.
(b) According to the information and explanations given to us theCompany has a programme of verification of fixed assets to cover all the items in a phasedmanner over a period of three years which in our opinion is reasonable having regard tothe size of the Company and the nature of its fixed assets. Pursuant to the programmecertain fixed assets were physically verified by the Companys Management("management") during the year. As informed and explained to us by themanagement no material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties recorded as fixed assets inthe books of account of the Company are held in the name of the Company except asdetailed herein below :-
| ||Total number of cases ||Leasehold/ Freehold ||Gross Block as at March 31 2019 |
(र in Lacs)
|Net Block as at March 31 2019 |
(र in Lacs)
|Land/ Buildings Buildings ||2 ||Freehold ||8792.72 ||8425.95 ||Conveyance is pending |
(ii) The Company does not have any inventory and hence reporting underclause 3(ii) of the Order is not applicable to the Company.
(iii) According to the information and explanations given to us and onthe basis of our examination of the books of account the Company has not granted anyloans secured or unsecured to companies firms Limited Liability Partnerships or otherparties covered in the register maintained under Section 189 of the Act.
(iv) According to the information and explanations given to us inrespect of loans investments guarantees and security the Company has complied with theprovisions of Sections 185 and 186 of the Act wherever applicable.
(v) In our opinion and according to the information and explanationsgiven to us the Company has complied with the directives issued by the Reserve Bank ofIndia and the provisions of sections 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder with regard to the acceptance of deposits. Further asinformed no Order has been passed by the Company Law Board or National Company LawTribunal or Reserve Bank of India or any Court or any other Tribunal on the Company inrespect of the aforesaid deposits.
(vi) Being a Non-Banking Financial Company the provisions of clause3(vi) of the Order with regard to the maintenance of cost records are not applicable tothe Company.
(vii) (a) According to the records of the Company amountsdeducted/accrued in the books of account in respect of undisputed statutory dues includingprovident fund employees state insurance income-tax sales tax service tax dutyof customs duty of excise value added tax goods and services tax cess and any othermaterial statutory dues have generally been regularly deposited with the appropriateauthorities.
According to the information and explanations given to us noundisputed amounts payable in respect of the aforesaid dues were in arrears as at March31 2019 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us the duesas at March 31 2019 of income-tax sales tax service tax duty of customs duty ofexcise value added tax and goods and services tax which have not been deposited onaccount of any dispute are as follows
|Name of the Statute ||Nature of dues ||Amount (र In Lacs) ||Period to which the amount relates (Financial Year) ||Forum where dispute is pending |
|Income Tax Act1961 ||Income Tax ||471 ||2005-06 and 2006-07 ||Supreme Court of India |
|Income Tax Act1961 ||Income Tax ||125 ||2006-07 and 2007-08 ||CIT(Appeals) Kolkata |
|Income Tax Act1961 ||Income Tax ||492 ||2007-08 ||Appeal in the process of being filed before Calcutta High Court |
|Income Tax Act1961 ||Income Tax ||1809 ||2008-09 ||Supreme Court of India |
|Income Tax Act1961 ||Income Tax ||211 ||2010-11 ||Income Tax Appellate Tribunal Kolkata |
|Income Tax Act1961 ||Income Tax ||1938 ||2011-12 ||CIT(Appeals) Kolkata |
|Income Tax Act1961 ||Income Tax ||1283 ||2013-14 ||CIT(Appeals) Kolkata |
|Income Tax Act1961 ||Income Tax ||1427 ||2014-15 ||CIT(Appeals) Kolkata |
|Income Tax Act1961 ||Income Tax on Fringe benefits ||226 ||2005-06 to 2008-09 ||Calcutta High Court |
|Finance Act1994 ||Service Tax ||302 ||2006-07 to 2010-11 ||Customs Excise and Service Tax Appellate Tribunal (CESTAT) Kolkata |
|Finance Act1994 ||Service Tax ||80 ||2011-12 to 2014-15 ||CGST & C.Ex. Commissioner Appeal-1 Commissionerate of Kolkata |
|Finance Act1994 ||Service Tax ||4263 ||2015-16 ||CGST & C.Ex. Commissioner North Commissionerate of Kolkata |
|Central Sales Tax Act 1956 ||Central Sales Tax ||211 ||2010-11 ||West Bengal Sales Tax Appellate and Revisional Board |
|Central Sales Tax Act 1956 ||Central Sales Tax ||47 ||2013-14 ||West Bengal Sales Tax Appellate and Revisional Board |
|Central Sales Tax Act 1956 ||Central Sales Tax ||18 ||2016-17 ||1st Appellate Authority West Bengal Commercial Taxes |
(viii) Based on our audit procedures and as per the information andexplanations given to us by the management we are of the opinion that during the year theCompany has not defaulted in repayment of loans or borrowings to a financial institutionbank Government or dues to debenture holders.
(ix) In our opinion and according to the information and explanationsgiven to us moneys raised by way of initial public offer or further public offer(including debt instruments) and term loans were prima facie applied during the year forthe purposes for which those were raised.
(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the standalone financial statements and as per theinformation and explanations given to us by the management we report that we have neithercome across any instance of fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the management.
(xi) According to the information and explanations given to usmanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi Company.
(xiii) According to the information and explanations given to us alltransactions entered into by the Company with the related parties are in compliance withSections 177 and 188 of the Act where applicable and the details have been disclosed inthe standalone financial statements as required by the applicable accounting standards.
(xiv) The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.
(xv) As per the information and explanations given to us the Companyhas not entered into any non-cash transactions during the year with directors or personsconnected with them.
(xvi) (The Company is required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934 and the registration has been obtained.
For Haribhakti & Co. LLP
ICAI Firm Registration No. 103523W/W100048
Membership No. 048523
Date: May 25 2019
ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT
[Referred to in paragraph (2)f under Report on Other Legal andRegulatory Requirements in our Independent Auditors Report of even date tothe members of the Company on the standalone financial statements for the year ended March31 2019]
Report on the Internal Financial Controls with reference to FinancialStatements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act")
We have audited the internal financial controls with reference tofinancial statements of the Company as March 31 2019 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Board of Directors is responsible for establishingand maintaining internal financial controls based on the internal control with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the Instituteof Chartered Accountants of India ("ICAI"). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating Effectively for ensuring the orderly and e3 cient conduct of its businessincluding adherence to Companys 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.
Our responsibility is to express an opinion on the Companysinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingspecified under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements were established and maintained and if such controlsoperated Effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating 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 weakness existsand testing and evaluating the design and operating Effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditorsjudgement 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 have obtained is su3 cient andappropriate to provide a basis for our audit opinion on the Companys internalfinancial controls with reference to financial statements.
Meaning of Internal Financial Controls with reference to FinancialStatements
A Companys internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Companys internalfinancial control with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Companys assets that could have a material e3ect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference toFinancial Statements
Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls with reference to financial statements and such internalfinancial controls with reference to financial statements were operating Effectively as atMarch 31 2019 based on the internal control with reference to financial statementscriteria established by the
Company considering the essential components of internal controlstated in the Guidance Note issued by the ICAI.
|For Haribhakti & Co. LLP |
|Chartered Accountants |
|ICAI Firm Registration No. 103523W/W100048 |
|Manoj Daga |
|Membership No. 048523 |
|Place: Kolkata |
|Date: May 25 2019 |