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
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.
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.
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.
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
(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,
(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
(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
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,
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.
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
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
(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
Lacs) the amount
relates dispute is pending
Tax Act, Income Tax
liability 436.41 Assessment
Year Commissioner of
interest 2008-2009 Income Tax Appeal
applicable 814.23 Assessment
Year The Income Tax
2009-2010 Appellate Tribunal
Year The Income Tax
1961 Income Tax 77.68 Assesment Deputy Commisioner
2011-2012 of Income Tax
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
Place : Mumbai Jeetendra Mirchandani
Date : May 20, 2015 Partner
Membership Number: 048125