Auditor Report of Hinduja Global Solutions Ltd.
Mar 31, 2023
HINDUJA GLOBAL SOLUTIONS LIMITED
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of Hinduja Global Solutions Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31,2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone Ind AS financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as âstandalone Ind AS financial statementsâ) in which are included the Returns for the year ended on that date audited by the branch auditor of the Company''s branch at Philippines.
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of report of the branch auditor on financial information of the branch referred to in the Other Matter section below, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards (âInd ASâ) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, of the state of affairs of the Company as at March 31, 2023, its profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone Ind AS financial statements in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the branch auditor in terms of their reports referred to in the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion on the standalone Ind AS financial statements.
We draw attention to Note 48 (II) (A) to the standalone Ind AS financial statements in respect of scheme of Arrangement (the âSchemeâ) between the Hinduja Global Solutions Limited (the âResulting Companyâ) and NXTDIGITAL Limited (the âDemerged Companyâ), of merger of Demerged Company from the appointed date of February 01,2022, as approved by the Hon''ble National Company Law Tribunal vide its order dated November 11, 2022. However, the accounting treatment pursuant to the Scheme has been given effect from the earlier period required under IND AS 103 - Business Combinations, which is the beginning of the corresponding year presented i.e. April 1,2021. Accordingly, the amounts relating to year ended March 31, 2022 have been restated to give the effect to the aforesaid merger.
Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the standalone Ind AS 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.
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Sr. No. |
Key Audit Matter |
How our audit addressed the key audit matter |
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1 |
Intercorporate deposits to the related parties As described in Note 6, Note 12 and Note 43, the Company has given intercorporate deposits of $ 237,671.78 lakhs to its related parties which were outstanding as on March 31, 2023. We identified the aforesaid transactions with related parties and its disclosure, as set out in respective notes to the standalone Ind AS financial statements, was a significant area of focus and hence considered it as a Key Audit Matter |
⢠Obtained and read the Company''s policies, and procedures in respect of identification of related parties, obtaining approval, recording and disclosure of related party transactions. ⢠Read minutes of the meetings of the Board of Directors and Audit Committee, to trace related party transactions with limits approved by Audit Committee / Board of Directors, providing an unanimous approval of all independent directors present at the meeting approving the placement of unsecured intercorporate deposits to related parties, including to the promoter shareholder, the terms thereof, degree of credit risk associated with the respective borrowers, the purpose and business rationale for giving intercorporate deposits, and the arms'' length interest rates considered. ⢠Tested such related party transactions on a sample basis, with the underlying contracts, confirmation letters and other supporting documents. ⢠Validated the company''s assessment, with respect to compliance with the relevant provision of the Companies Act, 2013, on arm''s length principles. ⢠Reviewed the Company Secretary''s assessment and conclusion that there exists no conflict of interest of the independent directors of the Company approving these intercorporate deposits. ⢠Inspected Managements evaluation of recoverability by reference to the audited or unaudited financial statements as applicable of the respective borrowers. ⢠Reviewed the classification and disclosures in the standalone Ind AS financial statements to assess whether the classification and disclosure are in accordance with the requirement of Schedule III and Ind AS 24 ''Related Party Disclosures''. |
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Sr. No. |
Key Audit Matter |
How our audit addressed the key audit matter |
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2 |
Business Combination of Digital, Media & Communications Business under Common Control Refer note 48 (II) (A) to the standalone Ind AS financial statements in respect of scheme of Arrangement (the âSchemeâ) between the Hinduja Global Solutions Limited and NXTDIGITAL Limited (the âDemerged Companyâ), of merger of Demerged Company from the appointed date of February 01, 2022, as approved by the Hon''ble National Company Law Tribunal (âNCLTâ) vide its order dated November 11, 2022. The Company has accounted for the business combination using the pooling of interest method in accordance with Appendix C of Ind AS 103 -Business Combination. The carrying value of the identified assets and liabilities of the demerged company as at April 1, 2021 (being the beginning of the previous period presented), have been incorporated in the books with merger adjustments, as applicable. The Company has allotted 1,06,89,403 fully paid-up equity shares to the eligible shareholders of the erstwhile demerged company in accordance with the Scheme. The Company has recognised capital reserve of INR 32,936.76 lakhs directly in âOther Equityâ. Considering the magnitude and complexity, the aforesaid business combination treatment in standalone financial statements has been considered to be a key audit matter. |
⢠Understood from the management, assessed and tested the design and operating effectiveness of the Company''s key controls over the accounting of the business combination. ⢠Read and assessed the provisions of the Scheme and the NCLT order submitted with ROC. ⢠Obtained an understanding and assessed the effectiveness of process followed by the management for recording the accounting treatment prescribed in the Scheme. ⢠Evaluated whether the accounting treatment of the said transaction is in line with the applicable Indian Accounting Standards (Ind AS) and accounting guidance. ⢠Verified whether the accounting entries recorded in the books are in line with the accounting treatment assessed above, including the arithmetical accuracy of the same. ⢠Traced the assets, liabilities, of demerged Company from the Independent practitioner''s report on special purpose standalone condensed financial statements as at January 31, 2022. ⢠Assessed the adequacy and appropriateness of the disclosures made in the standalone Ind AS financial statements. |
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report, Management Discussion & Analysis, Report, Business responsibility report and Corporate Governance report, but does not include the standalone and consolidated Ind AS financial statements and our auditor''s report thereon. The Director''s report, Management Discussion & Analysis, Report, Business responsibility report and Corporate Governance report is expected to be made available to us after the date of this auditor''s report.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in audit or otherwise appears to be materially misstated.
When we read the Director''s report, Management Discussion & Analysis, Report, Business responsibility report and Corporate Governance report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, the management is responsible for assessing the Company''s 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 Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s 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 standalone Ind AS financial statements.
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 standalone Ind AS 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 Company has adequate internal financial controls with reference to 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.
⢠Conclude on the appropriateness of management''s 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 Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone Ind AS 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 auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
⢠Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branch to express an opinion on the standalone Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities or business activities included in the standalone Ind AS financial statements of which we are the independent auditors. For the other entities or business activities included in the standalone Ind AS financial statements, which have been audited by the branch auditor, such branch auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
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 standalone Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor''s 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.
a) We did not audit the financial information of one foreign branch included in the standalone Ind AS financial statements of the Company whose financial information reflect total assets of $ 91,588.14 Lakhs as at March 31, 2023, total revenues of $22,728.10 Lakhs for year ended March 31, 2023, total net profit (including other comprehensive income) after tax of $4,054.52 Lakhs for the year ended March 31, 2023, and net cash outflows of $53,134.87 Lakhs as considered in the standalone Ind AS financial statements. The financial information of the branch has been audited by the branch auditor whose reports has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor and the procedures performed by us as stated under Basis for Opinion section of our report.
b) The audit of standalone Ind AS financial statements for the year ended March 31,2022, included in the standalone Ind AS financial statements, was carried out and reported by M/s Deloitte Haskins & Sells LLP, vide their unmodified audit report dated May 29, 2022, whose report has been furnished to us by the Management and which has been relied upon by us for the purpose of our audit of the standalone Ind AS financial statements.
c) The comparative financial information of the Company for the year ended March 31,2022 have been restated by the management to include the impact of the Scheme [as stated in Note 48 (II) (A)] and the same has not been audited by us.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government of India in terms of section 143(11) of the Act, we report in âAnnexure 1â, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(2) As required by section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch auditor on the separate financial information of the branch referred to in the Other Matters section above we report, to the extent applicable 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 Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branch not visited by us;
c) The report on the accounts of the branch office of the Company audited under section 143(8) of the Act by branch auditor have been sent to us and have been properly dealt with by us in preparing this report;
d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account and with the return received from branch not visited by us;
e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
f) On the basis of the written representations received from the directors as on March 31, 2023, and 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;
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure 2â;
h) With respect to the other matter to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration accrued/paid by the Company along with remuneration accrued/paid by one step down subsidiary to its wholetime directors during the year exceeds the prescribed limit of 10% of net profits laid down under section 197 and 198 of the Act. The remuneration accrued/paid for the year 2022-23 in excess of the limit laid down under this section is $3,036.72 lakhs and has been approved by the Nomination and Remuneration Committee of the Company. The remuneration is disclosed in Note 43 Related Party Transactions. The Company has obtained the necessary approval of the members of the Company, in this regard.
i) With respect to the other matters to be included in the Auditor''s 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 Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 35 on Contingent Liabilities to the standalone Ind AS financial statements;
(ii) The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts.
(iii) Following is the instance of delay in transferring amount, required to be transferred, to the Investor Education and Protection Fund by the Company.
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Nature of Dues |
Amount to be |
Due date for |
Actual date of |
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transferred |
amount to be |
transferred |
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transferred |
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3rd Interim unclaimed dividend for FY 2015-16 |
R1.12 Lakh |
16 March 2023 |
15 May 2023 |
iv. a) The Management has represented that, to the best of its knowledge and belief, other than as
disclosed in note 53(vi)(I),),no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (âIntermediariesâ), 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 Company (âUltimate Beneficiariesâ) 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, no funds (which are material either individually or in aggregate) have been received by the Company from any persons or entities, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that are 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. As stated in Note 42 (B) to the standalone Ind AS financial statements:
a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in compliance with section 123 of the Act, as applicable.
b) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with section 123 of the Act.
c) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with section 123 of the Act, as applicable.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only
w.e.f. April 1, 2023, reporting under this clause is not applicable.
For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W / W100048
Partner
Place : Mumbai (Membership No.118970)
Date : May 26, 2023 UDIN: 23118970BGWTMP7257
Mar 31, 2022
INDEPENDENT AUDITOR''S REPORT
To THE MEMBERS OF HINDUJA GLOBAL SOLUTIONS LIMITED Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of HINDUJA GLOBAL SOLUTIONS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information in which are incorporated the Returns for the year ended on that date audited by the branch auditor of the Company''s branch located at Philippines.
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of report of the branch auditor on financial information of the branch referred to in the Other Matters section below the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ)and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 2022, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the branch auditor in terms of their reports referred to in the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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.
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Sr. No. |
Key Audit Matter |
Auditor''s Response - Principal Audit Procedures |
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1 |
Revenue recognition and measurement in respect of unbilled receivables as at March 31, 2022 The Company, in its contracts with customers, promises to transfer distinct services (''performance obligations'') which may be rendered in the form of back-office processing, claim processing, and contact centre services. Revenue is recognised upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services (''transaction price''). At each reporting date, revenue is accrued for work performed that may not have been invoiced. Recognition of revenue before acknowledgment of receipt of services by customer and not recognizing penalties for not meeting the service levels defined in the contract, where applicable, could result in an overstatement of revenue and correspondingly, the profit. Accordingly, we consider measurement of unbilled receivables as a key audit matter. |
Our audit procedures in relation to management''s estimation of unbilled receivables included, among others: ⢠We gained an understanding of the Company''s processes in collating the evidence supporting delivery of services, for quantifying units of services that would be invoiced and the application of appropriate prices for each of such services. ⢠We tested the design and operating effectiveness of controls in collating the units of services delivered and in the application of accurate prices for each of such services. ⢠We have tested samples of unbilled receivables as at March 31, 2022 with reference to the customer confirmations or reports from information systems that record the inputs relating to the services delivered to confirm the units of services delivered and contractual rates for the application of appropriate price for each of services. ⢠We extended our audit procedures to the date of approval of financial statements by the Board of Directors of the Company to verify the subsequent invoicing of the unbilled receivables. We have also determined whether adjustments, if any, are necessary upon receipt of approvals from customers for services delivered prior to March 31, 2022 and / or collections against those. ⢠We have verified the ageing of unbilled receivables recognised to evaluate their reasonableness. |
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2 |
Accounting and disclosure of intercorporate deposits to the related parties As described in note 12 and note 39, the Company has given intercorporate deposits to certain parties, including related parties. Accounting and disclosure of such transactions have been identified as a key audit matter due to significance of such transactions, and risk associated with recoverability and, risk of such transactions not getting disclosed in the financial statements. |
Audit procedures in relation to accounting and disclosure of intercorporate deposits to the related parties included among others: ⢠Obtained and read the Company''s policies, and procedures in respect of identification of related parties, obtaining approval for intercorporate deposit related transactions, recording and disclosure of related party transactions. ⢠Tested such related party transactions and balances with the underlying contracts, promissory note, direct confirmation letters, and other supporting documents provided by the Company. |
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Sr. No. |
Key Audit Matter |
Auditor''s Response - Principal Audit Procedures |
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3 |
⢠Verified the receipt of the consideration from the bank statements. |
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⢠Involved our internal tax specialists to assess the applicable fiscal regulations across four countries to determine the appropriateness of the uncertain tax positions on transactions pursuant to the sale of the healthcare business. |
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⢠Evaluated the appropriateness of the disclosure of the discontinued operations in the financial statements in compliance with Ind AS 105 Non-Current Assets Held for Sale and Discontinued Operations and tested the classification of amounts included in discontinued operations including assumptions used and estimates made with regard to the determination of income and expenses pertaining to the healthcare business. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report, Corporate Governance report and Management Discussion & Analysis Report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do 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 and consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our 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 auditor''s 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.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s 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 Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s 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 standalone financial statements.
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 standalone 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 financial 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 Company has adequate internal financial controls system 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 the management.
⢠Conclude on the appropriateness of management''s 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 Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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 auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
⢠Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branch to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities or business activities included in the standalone financial statements of which we are the independent auditors. For the other entities or business activities included in the standalone financial statements, which have been audited by the branch auditor, such branch auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s 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.
We did not audit the financial information of a branch included in the standalone financial statements of the Company whose financial information reflect total assets of Rs. 99,297 lakhs as at March 31 2022 and total revenue of Rs. 82,445 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial information of the branch has been audited by the branch auditor whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid branch is based solely on the report of such branch auditor.
Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch
auditor on the separate financial information of the branch referred to in the Other Matters section above we report,
to the extent applicable 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 Company and so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.
c) The reports on the accounts of the branch office of the Company audited under Section 143(8) of the Act by the branch auditor has been sent to us and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account and with the returns received from the branch not visited by us.
e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(f) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration accrued by the Company to its whole-time director during the year exceeds the prescribed limit of 5% of net profits laid down under section 197 and 198 of the Act. The remuneration accrued for the year 2021-22 in excess of the limit laid down under this section is INR 359 lakhs and has been approved by the Nomination and Remuneration Committee of the Company. The remuneration is included under the heading salaries and wages in Note 26 Employee Benefit Expenses and is also disclosed in note 39. Related Party Transactions. The Company will obtain the approval of the members, by way of a special resolution, prior to the payment of the remuneration.
i) With respect to the other matters to be included in the Auditor''s 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 Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. a) The Management has represented that, to the best of it''s knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) The Management has represented, that, to the best of it''s knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
c) Based on the audit procedures performed that have been 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with section 123 of the Act.
As stated in note 38 B) to the financial statements, the Board of Directors of the Company have proposed final dividend for the year 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.
2. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants (Firm''s Registration No.117366W/W-100018)
Partner
(Membership No. 060408)
Place : Mumbai UDIN: 21060408AAAABT5843
Date : August 12, 2022
Mar 31, 2018
AUDITORS'' REPORT
INDEPENDENT AUDITOR''S REPORT
To The Members of HINDUJA GLOBAL SOLUTIONS LIMITED Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of HINDUJA GLOBAL SOLUTIONS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branch located at Philippines.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under section 143(11) of the Act.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the branch auditors in terms of their report referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
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 reports of the branch auditors on financial information of the branch referred to in the Other Matters paragraph below, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.
Other Matters
a)We did not audit the financial information of one branch included in the standalone financial statements of the Company whose financial information reflect total assets of R 43,109 Lakhs as at March 31, 2018, total revenue of R 71,283 Lakhs, total profit after tax of R 5,775 Lakhs and total comprehensive income of R 6,739 Lakhs for the year ended March 31, 2018, as considered in the standalone financial statements. The financial information of the branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid branch, is based solely on the report of such branch auditors.
Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch
auditors on the standalone financial information of the branch referred to in the Other Matters paragraph above
we report, to the extent applicable 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 Company and so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us.
c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us.
e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
f) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
h) With respect to the other matters to be included in the Auditor''s 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 Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
(Referred to in paragraph 1(g) under âReport on Other Legal and Regulatory Requirements'' section of our report to the Members of Hinduja Global Solutions Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of HINDUJA GLOBAL SOLUTIONS LIMITED ("the Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company which includes internal financial controls over financial reporting of the Company''s branch for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company 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, 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 Companies Act, 2013.
Auditor''s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, 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 was 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 system 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 control based on the assessed risk. The procedures selected depend on the auditor''s 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 of branch located at Philippines 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 Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process 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 company''s internal financial control 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 company; (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 company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
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 control 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, 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 on internal financial controls system over financial reporting of the branch, referred to in the Other Matters paragraph below, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company 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.
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one branch located at Philippines, is based on the corresponding reports of the branch auditors incorporated at Philippines.
Our opinion is not modified in respect of this matter.
(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirements'' section of our report to the members of Hinduja Global Solutions Limited of even date)
(i) In respect of the company''s fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / Assignment cum conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of building that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.
(ii) The Company is in the business of rendering services, and consequently, does not hold any physical inventory. Therefore, the provisions of Clause 3(ii) of the said Order is not applicable to the Company.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
(iv) The Company has not granted any loans, made investments or provided any guarantees or security to the parties covered under section 185 and 186. Therefore the provisions of clause 3(iv) of the said Order is not applicable.
(v) The Company has not accepted any deposit during the year and does not have any unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause 3 (v) of the said Order is not applicable to the company.
(vi) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the company. Thus reporting under clause 3(vi) of the said Order is not applicable to the company.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax which have not been deposited as on March 31, 2018 on account of disputes are given below:
|
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved (R in Lakhs) |
Amount Unpaid (R in Lakhs) |
|
The Income Tax Act, 1961 |
Income Tax liability including interest and penalty, where applicable |
CIT (Appeals) |
Assessment Year 2011-12 |
140.23 |
140.23 |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures.
(ix) The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the said Order is not applicable to the Company.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the said Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the said Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No.117366W / W-100018)
Vikas Bagaria
Partner
(Membership No.060408)
Singapore, May 30, 2018
Mar 31, 2017
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying standalone financial statements of Hinduja Global Solutions Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss( including Other Comprehensive Income), the Cash Flow Statement and the statement of changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information,in which is incorporated the Return for the year ended on that date audited by the branch auditors of the Companyâs branch at Philippines.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10)of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorsâ judgment,including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
9. The financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 25, 2016 and May 20, 2015, respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the IndAS have been audited by us.
10. We did not audit the Ind AS financial statements of one Branch included in the standalone Ind AS financial statement of the Company, which constitute total assets of RS.35,595. 91 Lakhs and net assets of RS.20,614. 96 Lakhs as at March 31, 2017, total revenue of RS.68,373. 11 Lakhs, net profit of RS.2,114. 12 Lakhs and net cash flows amounting to RS.2,028. 20 Lakhs for the year then ended. This financial statements and other financial information have been audited by other auditor whose report has been furnished to us, and our opinion on the standalone Ind AS financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
12. 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 Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us.
(c) The reports on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
(d) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account and with the return received from the branch not visited by us.
(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(f) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its financial position in its standalone Ind AS financial statements -Refer Note 27;
ii. The company has long-term contracts as at March 31, 2017 for which there were no material foreseeable losses. The Company did not have any long-term derivative contract as at March 31, 2017.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management -Refer Note 10(C).
Referred to in paragraph 11 of the Independent Auditorsâ Report of even date to the members of Hinduja Global Solutions Limited on the standalone Ind AS financial statements as of and for the year ended March 31, 2017
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 3 on fixed assets to the financial statements, are held in the name of the Company.
ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, service tax,duty of customs, duty of excise and value added tax which have not been deposited on account of any dispute. The particulars of dues of income tax as at March 31, 2017 which have not been deposited on account of a dispute, are as follows:
|
Name of the statute |
Nature of dues |
Amount (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
|
The Income Tax Act, 1961 |
Income Tax liability including interest and penalty, where applicable |
114. 56 |
Assessment Year 2011-12 |
CIT (Appeals) |
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered 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 the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3 (xvi) of the Order are not applicable to the Company.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Jeetendra Mirchandani
Place: Mumbai Partner
Date: May 22, 2017 Membership Number: 048125
Mar 31, 2016
1. We have audited the accompanying standalone financial statements of
Hinduja Global Solutions Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2016, the Statement of Profit and Loss,
the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information, in
which are incorporated the Returns for the year ended on that date
audited by the branch auditors of the Company''s branches at Philippines
and Mauritius.
Management''s Responsibility for the Standalone Financial Statements
2. The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements to
give a true and fair view of the financial position, financial
performance and cash fows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard
30, Financial Instruments: Recognition and Measurement issued by the
Institute of Chartered Accountants of India to the extent it does not
contradict any other accounting standard referred to in Section 133 of
the Act read with Rule 7 of Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the
assets of the Company 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules
made there under including the accounting standards and matters which
are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards and pronouncements require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view, in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating
the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company''s
Directors, as well as evaluating the overall presentation of the
financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide 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 explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2016, and its Profit and its
cash fows for the year ended on that date.
Other Matter
9. We did not audit the standalone financial statements of two
Branches included in the financial statements of the Company, which
constitute total assets ofRs, 36,259.95 lacs and net assets ofRs, 14,355.10
lacs as at March 31, 2016, total revenue of Rs, 62,926.81 lacs, net
Profit of Rs, 1,868.89 lacs and net cash fows amounting to Rs,999.53 lacs
for the year then ended. These financial statements and other financial
information have been audited by other auditors whose report has been
furnished to us, and our opinion on the financial statements to the
extent they have been derived from such standalone financial statements
is based solely on the report of such other auditors.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
10. As required by ''the Companies (Auditor''s Report) Order, 2016'',
issued by the Central 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 the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure B a statement on the
matters specified in paragraphs 3 and 4 of the Order.
11. 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 Company so far as it appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us.
(c) The reports on the accounts of the branch offices of the Company
audited under Section 143 (8) of the Act by branch auditors have been
sent to us and have been properly dealt with by us in preparing this
report.
(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account and with the returns received from the branches not
visited by us.
(e) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and
Accounting Standard 30, Financial Instruments: Recognition and
Measurement issued by the Institute of Chartered Accountants of India
to the extent it does not contradict any other accounting standard
referred to in section 133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(f) On the basis of the written representations received from the
directors as on March 31, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2016
from being appointed as a director in terms of Section 164 (2) of the
Act.
(g) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in Annexure A.
(h) 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, in our opinion and to the best of our knowledge and belief
and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending
litigations as at March, 31, 2016 on its financial position in its
standalone financial statements;
ii. The Company has long-term contracts as at March, 31, 2016 for
which there were no material foreseeable losses. The Company did not
have any long-term derivative contracts as at March 31, 2016.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company during the year ended March 31, 2016.
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 11 on
fixed assets to the financial statements, are held in the name of the
Company.
ii. The Company is in the business of rendering services, and
consequently, does not hold any inventory. Therefore, the provisions of
Clause 3(ii) of the said Order are not applicable to the Company.
iii. The Company has not granted any loans, secured or unsecured, to
companies, farms, Limited Liability Partnerships or other parties
covered in the register maintained under Section 189 of the Act.
Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and
(iii)(c) of the said Order are not applicable to the Company.
iv In our opinion, and according to the information and explanations
given to us, the Company has complied with the provisions of Section
186 of the Companies Act, 2013 (the ''Act'') in respect of the loans and
investments made, and guarantees and security provided by it. The
Company has not granted any loans or provided any guarantees or
security to the parties covered under Section 185. Therefore, the
provisions of clause 3(IV) of the said order to the extent of Section
185 of the Act are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed
there under to the extent notified.
vi. The Central Government of India has not specified the maintenance
of cost records under sub-section (1) of Section 148 of the Act for any
of the products of the Company.
vii. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues, including
provident fund, employees'' state insurance, income tax, sales tax,
service tax, duty of customs, duty of excise, value added tax, cess and
other material statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of sales-tax,
service-tax, duty of customs, duty of excise, value added tax which
have not been deposited on account of any dispute. The particulars of
dues of income tax as at March 31, 2016 which have not been deposited
on account of a dispute, are as follows:
Name of the statute Nature of dues Amount Period to which the
(Rs, in
lacs) amount relates
The Income Tax
Act, 1961 Income Tax
liability 429.57 Assessment Year
including
interest 2008-2009
and penalty,
where 161.00 Assessment Year
applicable 2011-2012
1,954.29 Assessment Year
2012-2013
Name of the Statute Forum where the dispute is pending
The Income Tax Commissioner of Income Tax Appeal
Act,1961
The Income Tax Appellate Tribunal
Commissioner of Income Tax Appeal
viii. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of loans or borrowings to any financial institution or
bank or Government or dues to debenture holders as at the balance sheet
date.
ix. The Company has not raised any moneys by way of initial public
offer, further public offer (including debt instruments) and term
loans. Accordingly, the provisions of Clause 3(ix) of the Order are not
applicable to the Company.
x. During the course of our examination of the books and records of the
Company, carried out in accordance with the generally accepted auditing
practices in India, and according to the information and explanations
given to us, we have neither come across any instance of material fraud
by the Company or on the Company by its officers or employees, noticed
or reported during the year, nor have we been informed of any such case
by the Management.
xi. The Company has paid/provided for managerial remuneration in
accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act. \y
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014
are not applicable to it, the provisions of Clause 3(xii) of the Order
are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in
compliance with the provisions of Sections 177 and 188 of the Act. The
details of such related party transactions have been disclosed in the
financial statements as required under Accounting Standard (AS) 18,
Related Party Disclosures specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv The Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during
the year under review. Accordingly, the provisions of Clause 3(xiv) of
the Order are not applicable to the Company.
xv The Company has not entered 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 the Company.
xvi. The Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934. Accordingly, the provisions of
Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Jeetendra Mirchandani
Place: Mumbai Partner
Date: May 25, 2016 Membership Number: 048125
Mar 31, 2015
1. We have audited the accompanying standalone financial statements of
Hinduja Global Solutions Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2015, the Statement of Profit and Loss,
the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information, in
which are incorporated the Returns for the year ended on that date
audited by the branch auditors of the Company's branches at Philippines
and Mauritius.
Management's Responsibility for the Standalone Financial Statements
2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements to
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard
30, Financial Instruments: Recognition and Measurement issued by the
Institute of Chartered Accountants of India to the extent it does not
contradict any other accounting standard referred to in Section 133 of
the Act read with Rule 7 of Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the
assets of the Company 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.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules
made there under including the accounting standards and matters which
are required to be included in the audit report.
5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards and pronouncements require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view, in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide 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 explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2015, and its profit and its
cash flows for the year ended on that date.
Other Matter
9. We did not audit the standalone financial statements of two branches
included in the financial statements of the Company, which constitute
total assets of Rs. 28,811.08 Lacs and net assets of Rs. 11,731.24 Lacs
as at March 31, 2015, total revenue of Rs. 47,868.96 Lacs, net loss of
Rs. 1,701.93 Lacs and net cash flows amounting to Rs. 1,081.80 Lacs for
the year then ended. These financial statements and other financial
information have been audited by other auditors whose report has been
furnished to us, and our opinion on the financial statements to the
extent they have been derived from such standalone financial statements
is based solely on the report of such other auditors.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
10. As required by 'the Companies (Auditor's Report) Order, 2015',
issued by the Central 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 the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.
11. 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 Company so far as it appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us.
(c) The reports on the accounts of the branch offices of the Company
audited under Section 143 (8) of the Act by branch auditors have been
sent to us and have been properly dealt with by us in preparing this
report.
(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account and with the returns received from the branches not
visited by us.
(e) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting
Standard 30, Financial Instruments: Recognition and Measurement issued
by the Institute of Chartered Accountants of India to the extent it
does not contradict any other accounting standard referred to in
Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules,
2014.
(f) On the basis of the written representations received from the
directors, except from one independent director who has resigned on May
19, 2015, as on March 31, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(g) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our knowledge and belief
and according to the information and explanations given to us:
i The Company has disclosed the impact, if any, of pending litigations
as at March 31, 2015 on its financial position in its standalone
financial statements;
ii. The Company has long-term contracts as at March 31, 2015 for which
there were no material foreseeable losses. The Company did not have any
long-term derivative contracts as at March 31, 2015;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company during the year ended March 31, 2015.
ANNEXURE TO INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 11 of the Independent Auditors' Report of even
date to the members of Hinduja Global Solutions Limited on the
Standalone financial statements as of and for the year ended March 31,
2015
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management according
to a phased programme designed to cover all the items over a period of
three years which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified by
the Management during the year and no material discrepancies have been
noticed on such verification.
ii. The Company is in the business of rendering services, and
consequently, does not hold any inventory. Therefore, the provisions of
Clause 3(ii) of the said Order are not applicable to the Company.
iii. The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Therefore, the provisions of Clause
(iii)(a) and (iii)(b) of the said Order are not applicable to the
Company.
iv In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, we have
neither come across, nor have been informed of, any continuing failure
to correct major weaknesses in the aforesaid internal control system.
v. The Company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed
there under to the extent notified.
vi. The Central Government of India has not specified the maintenance
of cost records under sub-section (1) of Section 148 of the Act for any
of the services of the Company.
vii. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues, including
provident fund, employees' state insurance, income tax, sales tax,
wealth tax, service tax, duty of customs, duty of excise, value added
tax and other material statutory dues, as applicable, with the
appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of sales-tax,
wealth tax, service tax, duty of customs, duty of excise or value added
tax which have not been deposited on account of any dispute. The
particulars of dues of income tax as at March 31, 2015 which have not
been deposited on account of a dispute, are as follows:
Name of the
statute Nature of dues Amount Period to
which Forum where the
(Rs. In
Lacs) the amount
relates dispute is pending
The Income
Tax Act, Income Tax
liability 436.41 Assessment
Year Commissioner of
1961 including
interest 2008-2009 Income Tax Appeal
and penalty,
where
applicable 814.23 Assessment
Year The Income Tax
2009-2010 Appellate Tribunal
2,237.62 Assessment
Year Dispute
Resolution
2010-2011 Panel
161.00 Assessment
Year The Income Tax
2011-2012 Appellate
Tribunal
The Income
Tax Act
1961 Income Tax 77.68 Assesment Deputy Commisioner
Year
2011-2012 of Income Tax
liability
including
interest and
Penalty, where
applicable
Also, refer Note 24(a)(A)(2) of the Financial Statement.
(c) The amount required to be transferred to Investor Education and
Protection Fund has been transferred within the stipulated time in
accordance with the provisions of the Companies Act, 2013 and the rules
made there under.
viii. The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the financial
year ended on that date or in the immediately preceding financial year.
ix. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
x. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 3(x) of the Order are not
applicable to the Company.
xi. In our opinion, and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
xii. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Place : Mumbai Jeetendra Mirchandani
Date : May 20, 2015 Partner
Membership Number: 048125
Mar 31, 2014
1. We have audited the accompanying financial statements of Hinduja
Global Solutions Limited (the "Company"), which comprise the Balance
Sheet as at March 31, 2014, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information,
which we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in sub-section
(3C) of section 211 of ''the Companies Act, 1956''of India (the "Act")/
notified under the Companies Act, 1956 (the "Act") read with the
General Circular 15/2013 dated September 13,2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013
and Accounting Standard 30, Financial Instruments: Recognition and
Measurement issued by the Institute of Chartered Accountants of India
to the extent it does not contradict any other accounting standard
referred to in sub-section (3C) of Section 211 of the Act. This
responsibility includes the design, implementation and maintenance of
internal control 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of
India. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by Management, as well
as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Other Matter
7. We did not audit the financial statements of one branch included in
the financial statements of the Company, which constitute total assets
of Rs. 21,394.48 Lacs and net assets of Rs. 11,956.84 Lacs as at March
31, 2014, total revenue of Rs. 38,570.55 Lacs, net profit of Rs. 2,820.96
Lacs and net cash flows amounting to Rs.(118.07) Lacs for the year then
ended. These financial statements and other financial information have
been audited by other auditor whose report has been furnished to us, and
our opinion on the financial statements to the extent they have been
derived from such financial statements is based solely on the report of
such other auditors.
8. We did not audit the financial statements of three branches included
in the financial statements of the Company, which constitute total
assets of Rs. 157.36 Lacs and net assets of Rs. 106.71 Lacs as at March
31, 2014, total revenue of Rs. 32.99 Lacs, net loss of Rs. (384.14) Lacs
and net cash flows amounting to Rs. 26.96 Lacs for the year then ended.
The unaudited financial information has been provided to us by the
Management, and our opinion on the financial statements of the Company
to the extent they relate to these Branches is based solely on such
unaudited financial information furnished to us.
Report on Other Legal and Regulatory Requirements
9. As required by ''the Companies (Auditor''s Report) Order, 2003'', as
amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'',
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Act (hereinafter referred to as the "Order"), and
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
10. As required by section 227(3) of the Act, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and with the returns received from branches not visited by us;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Act/ notified under the Companies Act, 1956 read with the General
Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate
Affairs in respect of Section 133 of the Companies Act, 2013 and
Accounting Standard 30, Financial Instruments: Recognition and
Measurement issued by the Institute of Chartered Accountants of India
to the extent it does not contradict any other accounting standard
referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none ofthe directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
Referred to in paragraph 9 of the Independent Auditors'' Report of even
date to the members of Hinduja Global Solutions Limited on the
financial statements for the year ended March 31, 2014
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management according
to a phased programme designed to cover all the items over a period of
three years which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified by
the Management during the year and no material discrepancies have been
noticed on such verification.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
ii. The Company is in the business of rendering services, and
consequently, does not hold any inventory. Therefore, the provisions of
Clause 4(ii) of the said Order are not applicable to the Company.
iii. The Company has not granted/taken any loans, secured or unsecured,
to/from companies, forms or other parties covered in the register
maintained under Section 301 of the Act. Therefore, the provisions of
Clause 4(iii)[(b),(c),(d),(f) and (g)] of the said Order are not
applicable to the Company.
iv In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, we have
neither come across, nor have been informed of, any continuing failure
to correct major weaknesses in the aforesaid internal control system.
v. (a) According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or arrangements
that need to be entered into the register maintained under section 301
of the Companies Act, 1956 have been so entered.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58Aand 58AAof the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
viii. The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub- section (1) of
Section 209 of the Act for any of the products of the Company.
ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of income tax and employees'' state insurance, though there has been a
slight delay in a few cases, and is regular in depositing undisputed
statutory dues, including provident fund, investor education and
protection fund, sales tax, wealth tax, service tax, customs duty,
excise duty and other material statutory dues, as applicable, with the
appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of sales-tax,
wealth tax, service tax, customs duty, and excise duty which have not
been deposited on account of any dispute. The particulars of dues of
income tax as at March 31, 2014 which have not been deposited on
account of a dispute, are as follows:
Name of the Nature of dues Amount Period to which Forum where
the
statute (Rs.In
Lacs) the amount
relates dispute is
pending
The Income
Tax Income Tax
liability 26.91 Assessment Year The Income
Tax
Act, 1961 including
interest and 2007-2008 Appellate
Tribunal
penalty, where
applicable 375.41 Assessment Year Commissioner
of
2008-2009 Income Tax
Appeal
814.23 Assessment Year The Income
Tax
2009-2010 Appellate
Tribunal
Also, refer Note 24(a)(A)(2) of the Financial Statement.
x. The Company has no accumulated losses as at the end of the financial
year and it has not incurred any cash losses in the financial year ended
on that date or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Therefore, the provisions of Clause 4(xii) of the Order are not
applicable to the Company
xiii. As the provisions of any special statute applicable to chit
fund/nidhi/mutual benefit fund/societies are not applicable to the
Company, the provisions of Clause 4(xiii) of the Order are not
applicable to the Company.
xiv In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Order are not applicable to the
Company.
xv In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 4(xv) of the Order are not
applicable to the Company.
xvi. In our opinion, and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that the no funds raised on short-term basis have been used for
long-term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. Accordingly, the provisions of Clause
4(xviii) of the Order are not applicable to the Company.
xix. The Company has not issued any debentures during the year and does
not have any debentures outstanding as at the beginning of the year and
at the year end. Accordingly, the provisions of Clause 4(xix) of the
Order are not applicable to the Company.
xx. The Company has not raised any money by public issues during the
year. Accordingly, the provisions of Clause 4(xx) of the Order are not
applicable to the Company.
xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Jeetendra Mirchandani
Place : Mumbai Partner
Date : May 21, 2014 Membership Number: 048125
Mar 31, 2013
Report on the Financial Statements
1. We have audited the accompanying financial statements of Hinduja
Global Solutions Limited (the "Company"), which comprise the
Balance Sheet as at March 31, 2013, and the Statement of Profit and
Loss and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information,
which we have signed under reference to this report.
Management''s Responsibility for the Financial Statements
2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company
in accordance with the Accounting Standards referred to in sub-section
(3C) of section 211 of ''the Companies Act, 1956'' of India (the
"Act"). This responsibility includes the design, implementation and
maintenance of internal control 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion, and to the best of our information and according to
the explanations given to us, the accompanying financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as
amended by ''the Companies (Auditor''s Report) (Amendment) Order,
2004'', issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act (hereinafter referred to as
the "Order"), and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
8. As required by section 227(3) of the Act, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us;
(c) The reports on the accounts of the Branch offices audited under
Section 228 by other auditors have been forwarded to us in accordance
with Section 228(3)(c) and have been considered in preparing this
Report;
(d) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and with the returns received from branches not visited by us;
(e) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Act;
(f) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of The Act.
Referred to in paragraph 7 of the Independent Auditors'' Report of
even date to the members of Hinduja Global Solutions Limited on the
financial statements for the year ended March 31, 2013
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
ii. The Company is in the business of rendering services, and
consequently, does not hold any inventory. Therefore, the provisions of
Clause 4(ii) of the said Order are not applicable to the Company.
iii. The Company has not granted/taken any loans, secured or unsecured,
to/from companies, firms or other parties covered in the register
maintained under Section 301 of the Act. Therefore, the provisions of
Clause 4(iii)[(b),(c),(d),(f) and (g)] of the said Order are not
applicable to the Company.
iv. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, we have
neither come across, nor have been informed of, any continuing failure
to correct major weaknesses in the aforesaid internal control system.
v. (a) According to the information and explanations given to us, we
are of the opinion that the particulars of all contracts or
arrangements that need to be entered into the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
viii. The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub- section (1) of
Section 209 of the Act for any of the products of the Company.
ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of income tax and employees'' state insurance though there has been a
slight delay in a few cases, and is regular in depositing undisputed
statutory dues, including provident fund, investor education and
protection fund, sales tax, wealth tax, service tax, customs duty,
excise duty and other material statutory dues, as applicable, with the
appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of sales tax,
wealth tax, service tax, customs duty, and excise duty which have not
been deposited on account of any dispute. The particulars of dues of
income tax as at March 31, 2013 which have not been deposited on
account of a dispute, are as follows:
Name of the Nature of
dues Amount Period to which Forum where the
statute (Rs In
Lacs) the amount dispute is pending
relates
The Income
Tax Income Tax
liability 1,336.31 Assessment Year The Income Tax
Act, 1961 including
interest
and 2007-2008 Appellate Tribunal
penalty,
where
applicable 1,162.44 Assessment Year Addl. Commissioner
of
2008-2009 Income Tax
Also, refer Note 24(a)(A)(2) of the Financial Statement.
x. The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the financial
year ended on that date or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Therefore, the provisions of Clause 4(xii) of the Order are not
applicable to the Company.
xiii. As the provisions of any special statute applicable to chit
fund/ nidhi/ mutual benefit fund/ societies are not applicable to the
Company, the provisions of Clause 4(xiii) of the Order are not
applicable to the Company.
xiv. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Order are not applicable to the
Company.
xv. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 4(xv) of the Order are not
applicable to the Company.
xvi. In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.
xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that the Company has used funds raised on short-term basis for
long-term investment. The Company has borrowed R 1,794.17 lacs on
short term basis, which has been used for non-current assets.
xviii. The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Act during the year. Accordingly, the provisions of
Clause 4(xviii) of the Order are not applicable to the Company.
xix. The Company has not issued any debentures during the year and does
not have any debentures outstanding as at the beginning of the year and
at the year end. Accordingly, the provisions of Clause 4(xix) of the
Order are not applicable to the Company.
xx. The Company has not raised any money by public issues during the
year. Accordingly, the provisions of Clause 4(xx) of the Order are not
applicable to the Company.
xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Partha Ghosh
Place : Mumbai Partner
Date : May 28, 2012 Membership Number: 055913
Mar 31, 2012
1. We have audited the attached Balance Sheet of Hinduja Global
Solutions Limited (the "Company") as at March 31, 2012, and the
related Statement of Profit and Loss and Cash Flow Statement for the
year ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India
in terms of sub-section (4A) of Section 227 of 'The Companies Act,
1956' of India (the 'Act') and on the basis of such checks of the
books and records of the Company as we considered appropriate and
according to the information and explanations given to us, we give in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us. The Branch
Auditor's Reports have been forwarded to us and have been
appropriately dealt with;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account and with the returns received from branches not visited by us;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2012 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Referred to in paragraph 3 of the Auditors' Report of even date to
the members of Hinduja Global Solutions Limited on the financial
statements as of and for the year ended March 31, 2012
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
2. The Company is primarily engaged in the business of Information
Technology/ Information Technology Enabled Services and accordingly, it
does not hold any inventories. Thus, paragraph 4 (ii) of the Order is
not applicable.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, clauses (iii)(b) to (iii)(d)
of the paragraph 4 of the Order are not applicable to the Company
during the current year.
(b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, clauses (iii)(f) and
(iii)(g) of the paragraph 4 of the Order are not applicable to the
Company during the current year.
4. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, no major
weakness have been noticed or reported.
5. (a) In our opinion, and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year, no comparative prices are available because,
as explained to us by the Management, these transactions are of a
specialised and exclusive nature.
6. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
8. The Central Government of India has not prescribed the maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of
the Act for any of the products of the Company.
9. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues, including
provident fund, investor education and protection fund, employees'
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty and other material statutory dues, as
applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of sales tax,
wealth tax, service tax, customs duty and excise duty as at March 31,
2012 which have not been deposited on account of a dispute. The
particulars of dues of income tax as at March 31, 2012 which have not
been deposited on account of a dispute is as follows:
Name of the Nature of
dues Amount Period to
which Forum where the
statute (R In Lacs) the amount dispute is pending
relates
The Income
Tax Income Tax
liability 1,336.31 Assessment
Year Commissioner of
Act, 1961 including
interest and 2007-2008 Income Tax
(Appeals)
penalty,
where
applicable
Also, refer Note 24(a)(A)(2) of the Financial Statement.
10. The Company has no accumulated losses as at March 31, 2012 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the
information and explanation given to us, other than dues of R 680.96
Lacs under dispute with a bank where we are unable to comment, the
Company has not defaulted in repayment of dues to any financial
institution or bank or debenture holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
15. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
16. The Company has not obtained any term loans.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion, and according to the information and
explanations given to us, funds raised on a short-term basis,
aggregating R 7,236.68 Lacs, have been used for long-term investment in
Non-current assets.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
19. The Company has not issued any debentures during the year; and
does not have any debentures outstanding as at the year end.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the Management.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Partha Ghosh
Place : Mumbai Partner
Date : May 23, 2012 Membership Number: F-55913
Mar 31, 2011
1. We have audited the attached Balance Sheet of Hinduja Global
Solutions Limited (the "Company") as at March 31, 2011, and the related
Profit and Loss Account and the Cash Flow Statement for the year ended
on that date annexed thereto, which we have signed under reference to
this report. These fi nancial statements are the responsibility of the
Companys Management. Our responsibility is to express an opinion on
these fi nancial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the fi
nancial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the fi nancial statements. An audit also includes
assessing the accounting principles used and signifi cant estimates
made by the Management, as well as evaluating the overall fi nancial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by Companies (Auditors Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub- section (4A) of Section 227 of the Companies Act, 1956,
of India (the Act) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specifi ed in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in Paragraph 3
above, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act;
(e) On the basis of written representations received from the
Directors, as on March 31, 2011 and taken on record by the Board of
Directors, none of the Directors is disqualifi ed as on March 31, 2011
from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said fi nancial statements together
with the notes thereon and attached thereto, give in the prescribed
manner the information required by the Act and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(ii) in the case of the Profit and Loss Account, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash fl ows for
the year ended on that date.
Annexure to the Auditors Report (Referred to in Paragraph 3 of the
Auditors Report of even date to the members of Hinduja Global
Solutions Limited on the fi nancial statements for the year ended March
31, 2011)
(i) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verifi ed by the Management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verifi ed by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of the fixed assets has not been
disposed of by the Company during the year.
(ii) The Company is primarily engaged in the business of Information
Technology/ Information Technology Enabled Services and accordingly, it
does not hold any inventories. Thus, paragraph 4 (ii) of the Order is
not applicable.
(iii) (a) The Company has not granted any loans, secured or unsecured,
to companies, fi rms or other parties covered in the register
maintained under Section 301 of the Act. Accordingly, clauses (iii)(b)
to (iii)(d) of the paragraph 4 of the Order are not applicable to the
Company during the current year.
(b) The Company has not taken any loans, secured or unsecured, from
companies, fi rms or other parties covered in the register maintained
under Section 301 of the Act. Accordingly, clauses (iii)(f) and
(iii)(g) of the paragraph 4 of the Order are not applicable to the
Company during the current year.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, we have
neither come across nor have been informed of any continuing failure to
correct major weaknesses in the aforesaid internal control system.
(v) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that Section.
(b) In our opinion and according to the information and explanations
given to us, in respect of the transactions made in pursuance of such
contracts or arrangements and exceeding the value of Rupees Five Lacs
in respect of any party during the year, no comparative prices are
available because, as explained to us by the Management, these
transactions are of a specialised and exclusive nature.
(vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
(vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
(viii) The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub- section (1) of
Section 209 of the Act for any of the products of the Company.
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues including
provident fund, investor education and protection fund, employees
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, cess and other material statutory dues, as applicable,
with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of sales tax,
wealth tax, service tax, customs duty, excise duty and cess as at March
31, 2011 which have not been deposited on account of a dispute. The
particulars of dues of income tax as at March 31, 2011 which have not
been deposited on account of a dispute is as follows:
Name of the Nature of dues Amount
Statute (Rs. In Lacs)
The Income Income Tax liability including 1,336.31
Tax Act, 1961 interest and penalty, where
applicable
Name of the Statue Period to which Forum where the
the amount dispute is pending
relates
The Income
Tax Act, 1961 Assessment Year Commissioner
2007-2008 of Income Tax
(Appeals)
Also, refer footnote 2 of Note 1(b) on Schedule S.
(x) The Company has no accumulated losses as at March 31, 2011 and it
has not incurred any cash losses in the fi nancial year ended on that
date or in the immediately preceding fi nancial year.
(xi) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any banks as at the Balance Sheet date.
Further, there were no dues payable to fi nancial institution and
debenture holders as at the Balance Sheet date.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) The provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund/ societies are not applicable to the
Company.
(xiv) In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
(xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or fi nancial institutions during the year.
(xvi) In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
(xvii) On the basis of an overall examination of the Balance Sheet of
the Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Act during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Partha Ghosh
Place : Mumbai Partner
Date : May 12, 2011 Membership Number: F-55913
Mar 31, 2010
1. We have audited the attached Balance Sheet of Hinduja Global
Solutions Limited (the ÃCompanyÃ) as at March 31, 2010, and the related
Profit and Loss Account and Cash Flow Statement for the year ended on
that date annexed thereto, which we have signed under reference to this
report. These financial statements are the responsibility of the
CompanyÃs Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (AuditorÃs Report) Order, 2003, as
amended by Companies (AuditorÃs Report) (Amendment) Order, 2004
(together the ÃOrderÃ), issued by the Central Government of India in
terms of sub- section (4A) of Section 227 of ÃThe Companies Act, 1956Ã,
of India (the ÃActÃ) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the Annexure referred to in Paragraph 3
above, 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;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
Directors, as on March 31, 2010 and taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2010
from being appointed as a Director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto, give in the prescribed
manner the information required by the Act and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure to the Auditorsà Report (Referred to in Paragraph 3 of the
Auditorsà Report of even date to the members of Hinduja Global
Solutions Limited on the financial statements for the year ended March
31, 2010)
(i) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of the fixed assets has not been
disposed of by the Company during the year.
(ii) (a) The Company had granted unsecured loan to two companies
covered in the register maintained under Section 301 of the Act. The
maximum amount involved during the year and the year-end balance of
such loan aggregates to Rs. 2,000 Lacs and Rs. Nil, respectively.
(b) In our opinion, the rate of interest and other terms and conditions
of such loans were not prima facie prejudicial to the interest of the
Company.
(c) In respect of the aforesaid loans, the parties have re-paid the
principal amounts as stipulated and were also regular in payment of
interest.
(d) In respect of the aforesaid loans, there is no overdue amount more
than Rupees One Lakh.
(e) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(iii) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, no major
weaknesses have been noticed or reported.
(iv) (a) In our opinion and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that Section.
(b) In our opinion and according to the information and explanations
given to us, in respect of the transactions made in pursuance of such
contracts or arrangements and exceeding the value of Rupees Five Lacs
in respect of any party during the year, no comparative prices are
available since these transactions according to Management are of
special nature.
(v) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
(vi) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
(vii) The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act for any of the products of the Company.
(viii) (a) According to the information and explanations given to us
and the records of the Company examined by us, in our opinion, the
Company is generally regular in depositing the undisputed statutory
dues including provident fund, investor education and protection fund,
employeesà state insurance, income tax, sales tax, wealth tax, service
tax, customs duty, cess and other material statutory dues, as
applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income tax,
sales tax, wealth tax, service tax, customs duty, excise duty and cess
which have not been deposited on account of any dispute. Also, refer
footnote 1 of Note 1(b) on Schedule R.
(ix) The Company has no accumulated losses as at March 31, 2010 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
(x) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any banks as at the Balance Sheet date.
Further, there were no dues payable to financial institution and
debenture holders as at the Balance Sheet date.
(xi) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xii) In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
(xiii) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
(xiv) In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
(xv) On the basis of an overall examination of the Balance Sheet of the
Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
(xvi) The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
(xvii) The Company has not issued any debentures during the year.
(xviii) The Company has not raised any money by public issues during
the year.
(xix) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
(xx) The clauses (ii) and (xiii) of paragraph 4 of the Order are not
applicable in the case of the Company for the current year, since in
our opinion there is no matter which arises to be reported in the
aforesaid Order.
For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Partha Ghosh
Partner
Membership Number: F-55913
Place: Mumbai
Date: April 27, 2010
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