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Hinduja Global Solutions

BSE: 532859|NSE: HGS|ISIN: INE170I01016|SECTOR: Computers - Software
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« Mar 15
Auditor's Report (Hinduja Global Solutions) Year End : Mar '16
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
Source : Dion Global Solutions Limited
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