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Hinduja Global Solutions
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Auditor's Report (Hinduja Global Solutions) Year End : Mar '13
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
Source : Dion Global Solutions Limited
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