We have audited the accompanying standalone financial statements of
Tata Communications 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.
Management''s Responsibility for the Standalone Financial Statements
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 that 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. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 misstatements, whether due to fraud or
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. 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 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 3 and 4 of the Order.
2. 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
(c) 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.
(d) 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.
(e) On the basis of the written representations received from the
directors 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
(f) 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 information and
according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements in accordance with
generally accepted accounting practice - also refer Note 35 and
36(a)(ii to v) to the financial statements;
ii) The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts;
iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
1. In respect of the Company''s fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The Company has a program of verification of fxed assets to cover
all the items in a phased manner 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 program, certain fixed
assets were physically verified by the Management during the year.
According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
2. In respect of the Company''s inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
3. According to the information and explanations given to us, the
Company has granted unsecured loans to companies, firms or other
parties covered in the Register maintained under Section 189 of the
Companies Act, 2013. In respect of such loans:
a) The receipts of principal amounts and interest have been regular /
as per stipulations.
b) There is no overdue amount in excess of Rs. 1 lakh remaining
outstanding as at the year-end.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to 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
in such internal control system.
5. According to the information and explanations given to us, the
Company has not accepted any deposits during the year and accordingly
the question of complying with Section 73 and Section 76 of the
Companies Act, 2013 does not arise. In respect of unclaimed deposits,
the Company has complied with the provision of Sections 74 and 75 or
any other relevant provisions of the Companies Act, 2013. According to
the information and explanations given to us, no Order has been passed
by the Company Law Board or the National Company Law Tribunal or the
Reserve Bank of India or any Court or any other Tribunal on the
6. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014, as
amended and prescribed by the Central Government under sub- section (1)
of Section 148 of the Companies Act, 2013, and are of the opinion that,
prima facie, the prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.
7. According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including provident fund, employees'' state insurance,
income tax, sales tax, wealth tax, service tax, customs duty, excise
duty, value added tax, cess and other material statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of provident
fund, employees'' state insurance, income tax, sales tax, wealth tax,
service tax, customs duty, excise duty, value added tax, cess and other
material statutory dues in arrears as at March 31, 2015 for a period of
more than six months from the date they became payable.
(c) Details of dues of income-tax, sales tax, wealth tax, service tax,
customs duty, excise duty, value added tax and cess which have not been
deposited as on March 31, 2015 on account of disputes are given below:
Name of Statute Nature of dues Forum where dispute is pending
Income Tax Act,1961 Income Tax Appellate Authority - Tribunal
Income Tax Act,1961 Income Tax - TDS Appellate Authority -
Income Tax Act,1961 Income Tax - TDS Appellate Authority -
Income Tax Act,1961 Income Tax Appellate Authority - Deputy
Commissioner of Income tax
Tax/Sales Sales Tax West Bengal Commercial
Tax Laws and Revision Board
VAT Laws VAT Joint Commissioner of
Name of Statute Period to which the Amount
amount relates involved
Income Tax Act 1961 AY 2007-08 and 306.78
Income Tax Act 1961 AY 2007-08 to 15.56
Income Tax Act 1961 AY 2009-10 to 1.33
Income Tax Act 1961 AY 1997-1998, 304.09
2009-10 to 2010-11
Central Sales Tax Sales FY 2006-07, 2007-08, 1.27
Tax Laws 2011-12
VAT Laws FY 2009-10 0.18
Out of the total disputed dues aggregating Rs. 629.21 crores as above, Rs.
306.78 crores has been stayed for recovery by the respective
(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
thereunder within time.
8. The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
9. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions, banks and debenture holders.
10. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by wholly owned subsidiaries from banks and
financial institutions are not, prima facie, prejudicial to the
interests of the Company.
11. In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained.
12. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For S. B. BILLIMORIA & CO.
(Firm''s Registration No. 101496W)
R. A. BANGA
(Membership No. 037915)
Mumbai, July 28, 2015