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« Jun 13
Auditor's Report (HCL Technologies) Year End : Jun '14
We have audited the accompanying financial statements of HCL
 Technologies Limited (the Company), which comprise the Balance Sheet
 as at June 30, 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.
 
 Management''s Responsibility for the Financial Statements
 
 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
 accounting principles generally accepted in India, including the
 accounting standards notified under the Companies Act, 1956, read with
 General Circular 08/2014 dated 4 April 2014 issued by the Ministry of
 Corporate Affairs. 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.
 
 Auditor''s Responsibility
 
 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.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and 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 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. We believe that the audit
 evidence we have obtained is sufficient and appropriate to provide a
 basis for our audit opinion.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the financial statements give the information
 required by the Companies Act, 1956 (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 June 30, 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.
 
 Report on Other Legal and Regulatory Requirements
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 (the
 Order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Act, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 2.  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;
 
 (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;
 
 (d) In our opinion, the Balance Sheet, the Statement of Profit and
 Loss, and the Cash Flow Statement comply with the accounting standards
 notified under the Companies Act, 1956, read with General Circular
 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;
 
 (e) On the basis of written representations received from the directors
 as on June 30, 2014, and taken on record by the Board of Directors,
 none of the directors is disqualified as on June 30, 2014, from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 section 274 of the Companies Act, 1956.
 
 Annexure referred to in paragraph 1 under heading Report on Other
 Legal and Regulatory Requirements of our report of even date
 
 Re: HCL Technologies Limited (the Company)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets were physically verified by the management in
 accordance with a planned programme of verifying them in phased manner
 over the period of three years which, in our opinion, is reasonable
 having regard to the size of the Company and the nature of its assets.
 No material discrepancies were noticed on such verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) According to the information and explanations given to us,
 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 Companies Act, 1956. Accordingly, the
 provisions of clause 4(iii)(a) to (d) of the Order are not applicable
 to the Company and hence not commented upon.
 
 (b) According to the information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clause
 4(iii)(e) to (g) of the Order are not applicable to the Company and
 hence not commented upon.
 
 (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 inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness or continuing failure to correct major weakness in
 internal control system of the Company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under section 301 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 have been
 entered into during the financial year 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.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) 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, cess and
 other material statutory dues have generally been regularly deposited
 with the appropriate authorities though there has been a slight delay
 in a few cases.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales- tax, customs duty, excise duty, cess
 and other material statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty and cess on account of any dispute, are as follows:
 
 Name of       Nature of         Amount      Period to   Forum where
 the Statute   Dues              (Rs.)       which the   dispute is
                                             amount      pending
                                                         relates
 
 Income Tax    Income Tax      112,870,184   2010-11     Commissioner
 Act, 1961#                                              of Income Tax
                                                         (Appeals)
 
 Income Tax   Income Tax           918,320   2009-10     Commissioner
 Act, 1961#                                              of Income Tax
                                                         (Appeals)
 
 Income Tax   Income Tax       128,125,998   2007-08     Income Tax
 Act, 1961#                                              Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax       482,431,617   2009-10     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax     1,644,571,149   2007-08     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax        84,645,014   2006-07     Income Tax
 Act, 1961#                                              Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax     1,468,769,652   2006-07     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax           609,567   2005-06     Commissioner 
 Act, 1961#                                              of Income Tax
                                                         (Appeals)
 
 Income Tax   Income Tax        13,678,057   2005-06     Commissioner 
 Act, 1961                                               of Income Tax
                                                         (Appeals)
 
 Income Tax   Income Tax         9,074,364   2005-06     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax        78,127,764   2005-06     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax        54,467,532   2005-06     Delhi 
 Act, 1961*                                              High Court
 
 Income Tax   Income Tax            18,282   2004-05     Income Tax
 Act, 1961#                                              Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax        16,170,000   2004-05     Delhi 
 Act, 1961*                                              High Court
 
 Income Tax   Income Tax        67,868,901   2004-05     Delhi 
 Act, 1961*                                              High Court
 
 Income Tax   Income Tax       414,561,454   2004-05     Supreme Court 
 Act, 1961                                               of India
 
 Income Tax   Income Tax        21,259,247   2004-05     Delhi 
 Act, 1961*                                              High Court
 
 Income Tax   Income Tax           180,337   2003-04     Income Tax
 Act, 1961#                                              Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax       192,314,922   2003-04     Delhi 
 Act, 1961*                                              High Court
 
 Income Tax   Income Tax         1,540,000   2003-04     Delhi 
 Act, 1961*                                              High Court
 
 Income Tax   Income Tax       102,544,840   2003-04     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax        13,543,578   2003-04     Supreme Court 
 Act, 1961                                               of India
 
 Income Tax   Income Tax        21,700,098   2002-03     Income Tax
 Act, 1961                                               Appellate 
                                                         Tribunal
 
 Income Tax   Income Tax        63,024,603   2002-03     Supreme Court 
 Act, 1961                                               of India
 
 Income Tax   Income Tax         2,642,500   2001-02     Delhi 
 Act, 1961*                                              High Court
 
 Customs      Custom Duty        2,018,406   2005-06     Customs, 
 Act, 1962                                               Excise,
                                                         Service Tax
                                                         Appellant 
                                                         Tribunal,
                                                         Bangalore
 
 Finance      Service Tax          226,000   2012-13     Commissioner
 Act 1994,                                               Appeals, 
 read with                                               Central
 Service                                                 Excise, Noida
 Tax Rules,
 1994
 
 Central      Excise Act         6,281,000   2013-14     Customs, 
 Excise                                                  Excise,
 Act, 1944                                               Service Tax
                                                         Appellant 
                                                         Tribunal,
                                                         Chennai
 
 * In these cases tax demand may arise only if the matter currently
 subjudice before Honorable Delhi High Court is decided against the
 Company.
 
 # Pursuant to scheme for demerger of IT enabled business of HCL Comnet
 Systems & Services Limited in FY 2012 -13.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 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 Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantees for loans taken by others from bank or
 financial institutions, the terms and conditions whereof in our opinion
 are not prima-facie prejudicial to the interest of the Company.
 
 (xvi) Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 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 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 or companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 (xix) The company has secured debentures outstanding during the year,
 on which security or charge has been created.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud by the Company and no material fraud on the Company has
 been noticed or reported during the year.
 
 For S.R. BATLIBOI & CO. LLP
 Chartered Accountants
 ICAI Firm Registration Number: 301003E
 
 per Tridibes Basu
 Partner
 Membership Number: 17401
 
 Place of Signature: Gurgaon, India
 Date: July 31, 2014
Source : Dion Global Solutions Limited
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