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
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.
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
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.
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.
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
(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
(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
(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
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
(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
lacs) amount relates
The Income Tax
Act, 1961 Income Tax
liability 429.57 Assessment Year
where 161.00 Assessment Year
1,954.29 Assessment Year
Name of the Statute Forum where the dispute is pending
The Income Tax Commissioner of Income Tax Appeal
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
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
Place: Mumbai Partner
Date: May 25, 2016 Membership Number: 048125