indian overseas bank Auditors report


To the Members of Indian Overseas Bank

Report on the Audit of the Standalone Financial Statements Opinion

1. We have audited the accompanying standalone financial statements of Indian Overseas Bank ("the Bank"), which comprise the Balance Sheet as at 31st March

2023, the Profit and Loss account and the Statement of Cash Flows for the year then ended and notes to financial statements including a summary of significant accounting policies and other explanatory information in which are included the returns for the year ended on that date of the Central Office.

(i) 20 branches audited by us and

(ii) 838 branches including 2 Regional Offices, audited by the Statutory Branch Auditors (iii) 4 foreign branches audited by local Auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of

India. Also incorporated in the Balance Sheet, the Profit and Loss account and Statement of Cash Flows are the returns from 2418 branches (Including 47 Regional Offices) which have not been subjected to audit. These unaudited branches account for 26.38% of advances, 55.00% of deposits, 60.79% of interest income and 64.92% of interest expenses.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act, 1949 in the manner so required for bank and are in conformity with accounting principles generally accepted in India and: (i) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31st March, 2023;

(ii) the Profit and Loss Account, read with the notes thereon shows a true balance of profit for the year ended on that date; and (iii) the Cash Flow Statement gives a true and fair view of the Cash Flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India ("ICAI"). Our responsibilities under those Standards are further described in the Auditors

Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of

India together with ethical requirements that are relevant to our audit of the Standalone financial statements prepared in accordance with the Accounting Principles generally accepted in India including the Accounting Standards issued by the ICAI, and provisions of section 29 of Banking Regulation Act, 1949 and circular and guidelines issued by the Reserve Bank of India ("RBI") from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We draw attention to following notes in Schedule 18 of Standalone Financial Statements: i. Note No. 7.2 regarding Tax paid in Advance (Net of provision) where amounts pending assessment, appeals and under dispute are under reconciliation. ii. Note No. 7.3 relating non providing of any additional provisioning towards various disputed income tax and indirect taxes for the reasons stated therein. iii. Note No. 14 (h) (1) of the statement regarding amortization of additional liability on account of revision in family pension amounting to Rs. 425.86 Crores. The Bank has charged an amount of Rs.85.17 crores to the profit and loss account for the year ended 31st March 2023 and the balance unamortized expense of Rs. 255.52 crore has been carried forward in terms of RBI Circular No.RBI/2021-22/105 DOR.ACC. REC.57/ 21.04.018/ 2021-22 dated October 4, 2021. iv. Note No.17 to the statement which explains that the extent to which the Covid-19 pandemics impact on the banks operation will depend on future developments, which are highly uncertain.

Our Opinion is not modified in respect of the above matters.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters to be communicated in our Report.

Key Audit Matter Auditors Response
1 Income Recognition, Asset Classification & Provisioning relating to Advances Advances constitute 50.09% of the Banks total assets. Principal Audit Procedures
Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under: -
The recognition of income on accrual basis in respect of advances extended by the Bank, Classification of advances into Performing and Non performing and provisioning thereof are in accordance with the extant prudential norms on Income Recognition and Asset Classification and provisioning (IRAC) norms and other circulars and directives issued by Reserve bank of India from time to time (Refer 2.1 of Schedule 17, read with Note • Evaluating the design of internal controls relating to implementation of prudential norms on IRAC and other related circulars/directives issued by RBI and also the internal policies and procedures of the Bank.
• Examining the efficacy of various internal controls over advances to determine the nature, timing and extent of the substantive procedures and compliance with the observations of the various audits conducted as per the monitoring mechanism of the Bank and RBI inspection.
2 of Schedule 18 to the financial statements). Taking into consideration the nature of transactions, compliance with the Reserve Bank of India guidelines, issues involved in the valuation of securities etc., in our opinion classification of Advances into performing and non performing, recognition of income in respect of such advances and also provisioning relating to Performing/ Non-Performing advances are considered to be one of the most significant matter in the audit and therefore determined to be a Key audit matter.
• Examining large advances/stressed advances and other advances on a sample basis including review of valuation reports of independent valuers as provided by the Banks management.
• Relying on the audit reports of other Statutory Branch Auditors.
2 Contingent Liability • Relying on the returns and financial statements shared by the branch head in respect of unaudited branches.
• Reviewing Memorandum of Changes suggested by the Branch Auditors and take appropriate action.
• Review of various audit and inspection reports made available to us in the relevant areas.
• Placing reliance on the opinions of domain experts on legal matters, titles, valuation and other aspects of securities charged to the bank.
• Review of files of the borrowers selected on sample basis and operations of such accounts.
• Performing relevant analytical procedures.
• Test checking of interest application, levying of other charges, commission etc.,
Principal Audit Procedures
The contingent liability as defined in AS 29 Provisions, Contingent Liability and Contingent Assets requires assessment of probable outcomes and cash flows. The identification and quantification of contingent liabilities require estimation and judgment by the management. (Refer 13 of Schedule 17, read with Note 8(AS 29) of Schedule 18 to the financial statements) We have carried out the validation of information provided by the management by performing the following procedures
• Evaluating reasonableness of the underlying assumptions.
• Understanding the current status of the litigations/tax assessments.
• Examination of recent orders and /or communication received from various tax authorities/judicial forums and follow up action thereon.
In view of associated uncertainty relating to the outcome of the matters relating to litigations involving Direct and Indirect taxes, various claims filed by other parties not acknowledged as debts, and as a result we have determined the above area as a Key audit matter.
• Examining the relevant documents on record.
• Relying on relevant external evidence available including legal opinion, relevant judicial precedents and industry practices.
• Getting management confirmation where-ever necessary.
3 IT Systems & Control Principal Audit Procedures
The entire Preparation of financial statements is highly dependent on CBS and other supporting software and hardware controls. Adequate and appropriate Information Technology (IT) controls are required to ensure that these IT application process data as expected and changes are made in an appropriate manner. Such controls ensure mitigating the expected risk of erroneous output data, We have carried out our audit procedures with standards on auditing guidelines towards implementation of IT policies and procedures followed by the bank in order to effectively monitor, control, and evaluate the IT applications and controls to ensure effective implementation of such policies and procedures.
We have also relied on the report issued by the IS Auditor and obtained necessary inputs from IS experts wherever necessary and advised the management to implement the recommendations.
Other compliances to regulators etc., are an important part of the process. Such reporting is highly dependent on the effective working of Core Banking Software and other allied systems. Audit outcome is dependent on the extant IT controls and systems, and accordingly the above areas are determined to be a key audit matter.
4 Classification and Valuation of Investments,Principal Audit Procedures Identification of and Provisioning for Non Performing Investments.
We evaluated and understood the Banks internal control systems to comply with relevant RBI guidelines regarding valuation, classification, identification of Non-Performing Investments, provisioning and depreciation related to investments.
(Refer 4 of Schedule 17, read with Note 1 of Schedule 18 to the financial statements)
Investments constitute 26.49% of the total assets of the bank. Evaluating the process adopted for collection of data from various sources for determining the value of investments.
Valuation of Investments are done as per the guidelines, circulars and directives issued by RBI from time to time involving applying the rates quoted on BSE/NSE and other agencies, relying on the financial statements of unlisted companies etc., Taking into consideration the volume of transactions, value of investments being carried in the books of the bank, complexities involved in the valuation of investments, the above area has been considered as a key audit matter.
Assessing and evaluating the system of identification of Non performing investments, income recognition on such investments and also ensuring creation of necessary provision in respect of Non performing investments.

Our opinion is not modified in respect of the above matters.

Information Other than the Standalone Financial Statements and Auditors Report thereon

5. The Banks Board of Directors is responsible for the other information. The other information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our auditors report thereon).

Our opinion on the Standalone Financial Statements does not cover the other information and Pillar 3 disclosures under the Basel III Disclosure and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors report, we conclude that there is 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 for the Standalone Financial Statements

6. The Banks Board of Directors are responsible with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bank in accordance with the accounting principles generally accepted in India, including the Accounting Standards issued by ICAI and provisions of Section 29 of the Banking Regulation Act, 1949 and circulars and guidelines issued by the Reserve Bank of India (‘RBI) from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Banks ability to continue as a going concern, disclosing, as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Auditors Responsibilities for the Audit of the Financial Statements

7. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the banks ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the bank to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

8. We did not audit the financial statements / information of 842 branches (including 2 Regional Offices and 4 Overseas Branches) included in the standalone financial statements of the Bank whose financial statements / financial information reflect total assets of Rs.162325.70 (in crores) as at 31st March 2023 and total revenue of Rs.10,896.78 (in crores) for the year ended on that date, as considered in the standalone financial statements. These branches and processing centers cover 45.24% of advances, 43.57% of deposits and 22.01% of non-performing assets as at 31st March 2023 and 28.25% of revenue for the year ended 31st

March 2023. The financial statements / information of these branches have been audited by the branch auditors and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss Account have been drawn up in accordance with Section 29 of the Banking Regulation Act, 1949.

Subject to the limitations of the audit indicated in paragraph

6 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit and have found them to be satisfactory; (b) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10. As required by letter No. DOS.ARG.

No.6270/08.91.001/2019-20 dated March 17, 2020 on "Appointment of Statutory Central Auditors (SCAs) in

Public Sector Banks Reporting obligations for SCAs from FY 2019-20", read with subsequent communication dated

May 19, 2020 issued by the RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under: a) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards issued by ICAI, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

b) There are no observations or comments on fina ncial transactions or matters which have any adverse effect on the functioning of the bank. c) On the basis of the written representations received from the directors as on March 31, 2023, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

d) There are no qualifications, reservations or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the banks internal financial controls over financial reporting is given in Annexure-A to this report. Our Report Expresses an unmodified opinion on the Banks Internal financial control over financial reporting as at 31st March, 2023.

11. We further report that: a) In our opinion, proper books of account as required by law have been kept by the Bank so far it appears from our examination of those books. b) The Balance Sheet, the Profit and Loss Account and the

Statement of Cash Flows dealt with by this report are in agreement with the books of account. c) The reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and d) In our opinion, the Balance Sheet, Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 11(e) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting as required by the Reserve Bank of India (the "RBI") Letter DOS.ARG. No.6270/08.91.001/2019-20 dated March 17, 2020 (as amended) (the "RBI communication")

We have audited the Internal Financial Controls Over Financial Reporting of Indian Overseas Bank ("the Bank") as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Bank for the year ended on that date which includes Internal Financial Controls Over Financial Reporting of the Banks branches.

Managements Responsibility for Internal Financial Controls

The Banks management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Bank considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Banks policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Banking Regulation Act, 1949 and the circulars and guidelines issued by the Reserve Bank of India.

Auditors Responsibility

Our responsibility is to express an opinion on the Banks

Internal Financial Controls Over Financial Reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (the "ICAI") and the Standards on Auditing (SAs) issued by the ICAI, to the extent applicable to an audit of internal financial controls.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Controls Over Financial Reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial

Controls Over Financial Reporting and their operating effectiveness. Our audit of Internal Financial Controls Over Financial Reporting included obtaining an understanding of Internal Financial Controls Over Financial Reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal financial controls based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the branch auditors, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Banks Internal Financial Controls Over Financial Reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Banks Internal Financial Controls Over Financial Reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Banks Internal Financial Controls Over Financial Reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Bank; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Bank are being made only in accordance with authorizations of management and directors of the

Bank; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Banks 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 Financial Reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls Over Financial Reporting to future periods are subject to the risk that the Internal

Financial Controls Over Financial Reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the branch auditors referred to in the Other Matters paragraph below, the Bank has, in all material respects, adequate Internal Financial

Controls Over Financial Reporting and such Internal Financial Controls Over Financial Reporting were operating effectively as at March 31, 2023, based on "the criteria for internal control over financial reporting established by the Bank considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the

ICAI".

Other Matters

Our aforesaid report in so far as it relates to the operating effectiveness of Internal Financial Controls over financial report of 842 branches is based on the corresponding reports of the respective branch auditors of those branches. In our opinion, the Bank needs to strengthen the process including testing and adoption of the RCMs covering branches, specialized branches and all controlling office departments and processes. Our communication in this regard has been submitted to the Management to further strengthen the Internal Financial Controls Over Financial Reporting of the Bank.

Our opinion isnotmodifiedinrespect .matter ofthis