To the Members of Bandhan Bank Limited
Report on the Audit of the Financial Statements
Opinion
1. We have audited the accompanying financial statements of Bandhan
Bank Limited (the "Bank") which comprise the Balance Sheet as at March 31, 2023,
and the Profit and Loss Account and the Cash Flow Statement for the year then ended, and
notes to the Financial Statements including a summary of significant accounting policies
and other explanatory information ("the Financial Statements").
2. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements give the information
required by the Banking Regulation Act, 1949 as well as the Companies Act, 2013 ("the
Act") and the circulars and guidelines issued by Reserve Bank of India, in the manner
so required for banking companies and are in conformity with the accounting principles
generally accepted in India including the accounting standards specified under Section 133
of the Act as applicable to banks and give a true and fair view of the state of affairs of
the Bank as at March 31, 2023, and its profit and its cash flows for the year ended on
that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under Section 143(10) of the Act. Our responsibilities under those
Standards are further described in the "Auditors Responsibilities for the Audit of
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 the ethical requirements that are relevant to our audit of the
Financial Statements under the provisions of the Act and the Rules thereunder, 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.
Key audit matters
4. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Financial Statements of the
current year. 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:
Identification and Provisioning of Non-performing Advances (NPA):
Total NPA as at March 31, 2023: 5298.62 Crores Provision for NPA as at
March 31, 2023: 4070.35 Crores (Refer Schedule 9 & 18.6 to the Financial Statements)
| Key Audit Matter |
How our audit addressed the key audit matter |
| Identification of NPA and measurement of provision on account
of NPA is made based on the assessment of various criteria stipulated in the Reserve Bank
of India (RBI) guidelines on Prudential Norms on Income Recognition, Asset
Classification and Provisioning pertaining to advances (IRACP). |
• Tested the design and operating effectiveness of key
controls (including application controls) over approval, recording, monitoring, and
recovery of loans, monitoring overdue/stressed accounts, identification of NPA, provision
for NPA, and valuation of security including collateral. Testing of Application controls
includes testing of automated controls, reports and system reconciliations. |
| The Bank is also required to apply its judgement to determine
the identification and provision required against NPAs by applying quantitative as well as
qualitative factors. The risk of identification of NPAs is affected by factors like stress
and liquidity concerns in certain sectors. |
• Evaluated the governance process and tested controls
over calculations of provision on non-performing advances, basis of provisioning in
accordance with the Board approved policy. |
| The provision against advances is based on criteria such as
past due status, out of order status etc. The provision in respect of such NPAs are made
based on ageing and classification of NPAs, recovery estimates, value of security, nature
of loan products and other qualitative factors and is subject to minimum provisioning
levels prescribed by the RBI and approved policy of the bank in this regard. In addition
to this, for restructured accounts, provision is made for erosion/ diminution in fair
value of restructured loans, in accordance with the RBI guidelines. Further, NPA
classification is made borrower wise whereby if one facility of the borrower becomes NPA
then all facilities of such a borrower will be treated as NPA. |
• Selected the borrowers based on quantitative and
qualitative risk factors for their assessment of appropriate classification as NPA
including computation of overdue ageing to assess its correct classification and provision
amount as per the IRACP norms and Bank policy. |
| We have identified Identification of NPA and Provisioning on
Advances as a key audit matter in view of the significant level of estimation involved,
as well as the stringent compliances laid down by the RBI in this regard. |
Performed other substantive procedures including but not
limited to the following:
|
|
• Selected sample of performing loans and assessed them
independently as to whether these should be classified as NPA; |
|
• For sample selected, examined the security valuation,
financial statements and other qualitative information of the borrowers; |
|
• Considered the accounts reported by the Bank and other
Banks as Special Mention Accounts ("SMA") in RBIs Central Repository of
Information on Large Credits (CRILC) to identify stress; |
|
• Performed inquiries with the credit and risk
departments to ascertain if there were indicators of stress or an occurrence of an event
of default in a particular loan account or any product category which needs to be
considered as NPA; |
|
• Assessed the appropriateness of asset classification
and adequacy of related provisioning by performing procedures such as computation of
overdue ageing, assessment of borrower level, NPA identification and verification of
applicable provision rates as per IRACP norms and Banks Policy on test check basis; and
assessed the adequacy of disclosures against the relevant accounting standards and RBI
requirements relating to NPAs. |
| Information Technology ("IT") Systems and Controls
impacting Financial Reporting |
|
| The Bank has a complex IT architecture to support its day-
to-day business operations. High volume of transactions are processed and recorded on
single or multiple applications. |
Our procedures with respect to this matter included the
following: |
| The reliability and security of IT systems plays a key role
in the business operations of the Bank. Since large volume of transactions are processed
daily, the IT controls are required to ensure that applications process data as expected
and that changes are made in an appropriate manner. |
In assessing the controls over the IT systems of the Bank, we
involved our technology specialists to obtain an understanding of the IT environment, IT
infrastructure and IT systems. We evaluated and tested relevant IT general controls over
the "in-scope" IT systems and IT dependencies identified as relevant for our
audit of the financial statements and financial reporting process of the Bank. On such
"inscope" IT systems, we have tested key IT general controls with respect to the
following domains: |
| Appropriate IT general controls and application controls are
required to ensure that such IT systems are able to process the data, as required,
completely, accurately and consistently for reliable financial reporting. |
• Program change management, which includes that program
changes are moved to the production environment as per defined procedures and relevant
segregation of environment is ensured. |
| We have identified IT systems and controls as key audit
matter because of the high level automation, significant number of systems being used by
the management and the complexity of the IT architecture and its impact on the financial
reporting system. |
• User access management, which includes user access
provisioning, de-provisioning, access review, password management, sensitive access rights
and segregation of duties to ensure that privilege access to applications, operating
systems and databases in the production environment were granted only to authorized
personnel. |
|
• Program development, which includes controls over IT
application development or implementation and related infrastructure, which are relied
upon for financial reporting. In addition, understood where relevant, changes made to the
IT landscape during the audit period. |
|
• IT operations, which includes job scheduling,
monitoring and backup and recovery. |
|
We also evaluated the design and tested the operating
effectiveness of relevant key IT dependencies within the key business process, which
included testing automated controls, automated calculations/ accounting procedures,
interfaces, segregation of duties and system generated reports, as applicable. |
|
We communicated with those charged with governance and
management and tested a combination of compensating controls or remediated controls and/or
performed alternative audit procedures, where necessary. |
Other Information
5. The Banks Board of Directors is responsible for the other
information. The other information comprises the information included in the annual report
but does not include the Financial Statements and our auditors report thereon. The annual
report is expected to be made available to us after the date of this auditors report.
Our opinion on the Financial Statements does not cover the other
information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our
responsibility is to read the other information identified above when it becomes available
and, in doing so, consider whether the other information is materially inconsistent with
the Financial Statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate the matter to those charged
with governance and take appropriate action as applicable under the relevant laws and
regulations.
Responsibilities of management and those charged with governance for
the Financial Statements
6. The Banks Board of Directors is responsible for the matters stated
in Section 134(5) of the Act, with respect to the preparation of these 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 specified under Section 133 of the Act, and
the provisions of Section 29 of the Banking Regulations Act, 1949 and circulars,
guidelines and directions 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 judgments 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.
7. 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 and Board of Director either intends to liquidate the Bank or to cease
operations, or has no realistic alternative but to do so.
8. The Board of Directors are also responsible for overseeing the
Banks financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
9. 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.
10. As part of an audit in accordance with SAs, we exercise
professional judgment 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. Under
Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on
whether the Bank has internal financial controls with reference to the Financial
Statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by management of the
Bank.
• 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.
11. 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.
12. 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.
13. 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 year 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 Matter
14. The Financial Statements of the Bank for the previous year ended
March 31, 2022, were jointly audited by Deloitte Haskins & Sells and M M Nissim &
Co LLP, who, vide their report dated May 13, 2022, expressed an unmodified opinion on
those Financial Statements.
Our opinion on the financial statements is not modified in respect of
the above matter.
Report on other legal and regulatory requirements
15. In our opinion, the Balance Sheet and the Profit and Loss Account
have been drawn up in accordance with the provisions of Section 29 of the Banking
Regulation Act, 1949 and Section 133 of the Act.
16. As required by sub-section (3) of Section 30 of the Banking
Regulation Act, 1949, 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 purpose 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;
(c) During the course of our audit, we have visited 29 branches and 50
banking units to examine the books of account and other records maintained at the branch
and performed other relevant audit procedures. Since the key operations of the Bank are
automated with the key applications integrated to the core banking system, the audit is
carried out centrally at the Banks Head Office located in Kolkata, as all the necessary
records and data required for the purposes of our audit are available there.
17. 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 best of 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 the Bank so far as it appears from our examination of those books;
(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid Financial Statements comply with the
Accounting Standards specified under Section 133 of the Act, to the extent they are not
inconsistent with the guidelines prescribed by RBI;
(e) On the basis of the written representations received from the
directors as on March 31, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2023 from being appointed as a director in terms
of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls
with reference to Financial Statements of the Bank and the operating effectiveness of such
controls, refer to our separate report in "Annexure A"; and
(g) With respect to the other matters to be included in the Auditors
Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as
amended), in our opinion and to the best of our information and according to the
explanations given to us:
i. The Bank has disclosed the impact of pending litigations on its
financial position in its Financial Statements - Refer Schedule 12 & 18.16 to the
Financial Statements;
ii. The Bank did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor
Education and Protection Fund by the Bank, during the year ended March
31, 2023;
iv. (a) The management has represented that,
to the best of its knowledge and belief, other than as disclosed in the
Schedule
18.31 to the Financial Statements, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Bank to or in any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Bank ("Ultimate Beneficiaries") or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge
and belief, other than as disclosed in the Schedule
18.31 to the Financial Statements, no funds have been received by the
Bank from any person(s) or entity(ies), including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the
Bank shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures that we considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (a) and (b) contain any material
misstatement.
v. As stated in Schedule 18.3 to the Financial Statements, the Board of
Directors of the Bank have proposed dividend for the financial year 2022-23 which is
subject to the approval of
the members at the ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with Section 123 of the Act, as applicable, until the
date of this report.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as
amended), which provides for maintaining books of account in accounting software having a
feature of recording audit trail of each and every transaction, creating an edit log of
each change made in books of account along with the date when such changes were made and
ensuring that the audit trail cannot be disabled, is applicable to the Bank only with
effect from financial year beginning April 1, 2023, the reporting under clause (g) of Rule
11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not
applicable.
18. In our opinion and to the best of our information and according to
the explanations given to us, the provisions of Section 197 of the Act are not applicable
to the Bank by virtue of Section 35B(2A) of the Banking Regulation Act, 1949. Accordingly,
the reporting under Section 197(16) of the Act regarding payment/ provision for managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act, is not applicable.
For M M Nissim & Co LLP
Chartered Accountants
(Firm Registration No. 107122W/ W100672)
Navin Kumar Jain
Partner
Membership No. 090847
UDIN: 23090847BGXVAV7363
Place: Kolkata
Date: May 19, 2023
For Singhi & Co
Chartered Accountants
(Firm Registration No. 302049E)
Ankit Dhelia
Partner
Membership No. 069178
UDIN: 23069178BGYIGJ3403
Place: Kolkata
Date: May 19, 2023
Annexure A to Independent Auditors Report
Referred to in paragraph 16(f) of the Independent Auditors Report of
even date to the members of Bandhan Bank Limited on the financial statements for the year
ended March 31, 2023
Report on the Internal Financial Controls with reference to Financial
Statements under clause (i) of sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to
Financial Statements of Bandhan Bank Limited ("the Bank") as of March 31, 2023,
in conjunction with our audit of the financial statements of the Bank for the year ended
on that date.
Managements Responsibility for Internal Financial Controls
2. The Bankss 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 ("the Guidance Note") issued by the Institute of Chartered
Accountants of India ("ICAI"). 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 Bankss 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 Act.
Auditors Responsibility
3. Our responsibility is to express an opinion on the Bankss internal
financial controls with reference to Financial Statements based on our audit. We conducted
our audit in accordance with the Guidance Note and the Standards on Auditing deemed to be
prescribed under Section 143(10) of the Act to the extent applicable to an audit of
internal financial controls, both applicable to an audit of internal financial controls
and both issued by the ICAI. 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 with reference to Financial Statements
was established and maintained and if such controls operated effectively in all material
respects.
4. Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system with reference to Financial
Statements and their operating effectiveness. Our audit of internal financial controls
with reference to Financial Statements included obtaining an understanding of internal
financial controls with
reference to Financial Statements, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of
internal control 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.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the Bankss internal financial
controls system with reference to Financial Statements.
Meaning of Internal Financial Controls with reference to financial
statements
6. A Bankss internal financial controls with reference to Financial
Statements 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 Bankss internal financial
controls with reference to Financial Statements 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
authorisations of management and directors of the Bank; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the Banks assets that could have a material effect on the Financial
Statements.
Inherent Limitations of Internal Financial Controls with reference to
financial statements
7. Because of the inherent limitations of internal financial controls
with reference to Financial Statements, 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 with reference to Financial Statements to future periods are subject to the risk
that the internal financial controls with reference to Financial Statements 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, the Bank has, in all material respects, an adequate
internal financial controls system with reference to Financial statements and such
internal financial controls with reference to
Financial Statements were operating effectively as at March 31, 2023,
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
issued by ICAI.
For M M Nissim & Co LLP
Chartered Accountants
(Firm Registration No. 107122W/ W100672)
Navin Kumar Jain
Partner
Membership No. 090847
UDIN: 23090847BGXVAV7363
Place: Kolkata
Date: May 19, 2023 For Singhi & Co
Chartered Accountants
(Firm Registration No. 302049E)
Ankit Dhelia
Partner
Membership No. 069178
UDIN: 23069178BGYIGJ3403
Place: Kolkata
Date: May 19, 2023
+91-9892691696
