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Tata Consultancy Services

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« Mar 15
Auditor's Report (Tata Consultancy Services) Year End : Mar '16
We have audited the accompanying standalone financial statements of
 Tata Consultancy Services Limited (''the Company''), which comprise the
 Balance Sheet as at March 31, 2016, the Statement of Profit and Loss
 and 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, as applicable. 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 these standalone
 financial statements that give a true and fair view and are free from
 material misstatement, whether due to fraud or error.
 
 Auditors'' Responsibility
 
 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
 there under and the Order under Section 143(11) of the Act.
 
 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 standalone financial
 statements are free from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and the disclosures in the standalone financial statements.
 The procedures selected depend on the auditors'' judgment, including the
 assessment of the risks of material misstatement of the standalone
 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 standalone 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.
 
 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
 
 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 flows for the year ended
 on that date.
 
 Report on Other Legal and Regulatory Requirements
 
 1.  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 relating
 to preparation of the standalone financial statements have been kept by
 the Company so far as it appears from our examination of those books.
 
 (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 maintained for the purpose of preparation of these
 standalone financial statements.
 
 (d) In our opinion, the aforesaid standalone financial statements
 comply with the Accounting Standards specified under Section 133 of the
 Act, as applicable.
 
 (e) 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.
 
 (f) 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''. Our
 report expresses an unmodified opinion on the adequacy and operating
 effectiveness of the Company''s internal financial controls over
 financial reporting.
 
 (g) With respect to the other matters to be included in the Independent
 Auditors'' 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 standalone financial statements.
 
 ii) The Company has made provision in its financial statements, as
 required under the applicable law or accounting standards, for material
 foreseeable losses 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
 Company.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2016 (''the
 Order'') issued by the Central Government in terms of Section 143(11) of
 the Act, we give in ''Annexure B'' a statement on the matters specified
 in paragraphs 3 and 4 of the Order.
 
 Report on the Internal Financial Controls Over Financial Reporting
 under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
 2013 (''the Act'')
 
 We have audited the internal financial controls over financial
 reporting of Tata Consultancy Services Limited (''the Company'') as of
 March 31, 2016 in conjunction with our audit of the standalone
 financial statements of the Company for the year ended and as on that
 date.
 
 Management''s Responsibility for Internal Financial Controls
 
 The Company''s management is responsible for establishing and
 maintaining internal financial controls based on the internal control
 over financial reporting criteria established by the Company
 considering the essential components of internal control stated in the
 Guidance Note on Audit of Internal Financial Controls Over Financial
 Reporting issued by the Institute of Chartered Accountants of India
 (the ''Guidance Note''). These responsibilities include the design,
 implementation and maintenance of adequate internal financial controls
 that were operating effectively for ensuring the orderly and efficient
 conduct of its business, including adherence to Company''s policies, the
 safeguarding of its assets, the prevention and detection of frauds and
 errors, the accuracy and completeness of the accounting records, and
 the timely preparation of reliable financial information, as required
 under the Act.
 
 Auditors'' Responsibility
 
 Our responsibility is to express an opinion on the Company''s internal
 financial controls over financial reporting based on our audit.  We
 conducted our audit in accordance with the Standards on Auditing
 prescribed under Section 143(10) of the Act and the Guidance Note, to
 the extent applicable to an audit of internal financial controls. Those
 Standards and the Guidance Note require that we comply with the ethical
 requirements and plan and perform the audit to obtain reasonable
 assurance about whether adequate internal financial controls over
 financial reporting was established and maintained and if such controls
 operated effectively in all material respects.
 
 Our audit involves performing procedures to obtain audit evidence about
 the adequacy of the internal financial controls system over financial
 reporting and their operating effectiveness. Our audit of internal
 financial controls over financial reporting included obtaining an
 understanding of internal financial controls over financial reporting,
 assessing the risk that a material weakness exists, and testing and
 evaluating the design and operating effectiveness of internal control
 based on the assessed risk. The procedures selected depend on the
 auditors'' judgment, including the assessment of the risks of material
 misstatement of the standalone financial statements, whether due to
 fraud or error.
 
 We believe that the audit evidence we have obtained is sufficient and
 appropriate to provide a basis for our audit opinion on the Company''s
 internal financial controls system over financial reporting.
 
 Meaning of Internal Financial Controls Over Financial Reporting
 
 A company''s internal financial control over financial reporting is a
 process designed to provide reasonable assurance regarding the
 reliability of financial reporting and the preparation of financial
 statements for external purposes in accordance with generally accepted
 accounting principles. A company''s internal financial control over
 financial reporting includes those policies and procedures that (1)
 pertain to the maintenance of records that, in reasonable detail,
 accurately and fairly reflect the transactions and dispositions of the
 assets of the company; (2) provide reasonable assurance that
 transactions are recorded as necessary to permit preparation of
 financial statements in accordance with generally accepted accounting
 principles, and that receipts and expenditures of the company are being
 made only in accordance with authorizations of management and directors
 of the company; and (3) provide reasonable assurance regarding
 prevention or timely detection of unauthorized acquisition, use, or
 disposition of the company''s assets that could have a material effect
 on the financial statements.
 
 Inherent Limitations of Internal Financial Controls Over Financial
 Reporting
 
 Because of the inherent limitations of internal financial controls over
 financial reporting, including the possibility of collusion or improper
 management override of controls, material misstatements due to error or
 fraud may occur and not be detected. Also, projections of any
 evaluation of the internal financial controls over financial reporting
 to future periods are subject to the risk that the internal financial
 controls over financial reporting may become inadequate because of
 changes in conditions, or that the degree of compliance with the
 policies or procedures may deteriorate.
 
 
 Opinion
 
 In our opinion, to the best of our information and according to the
 explanations given to us, the Company has, in all material respects, an
 adequate internal financial controls system over financial reporting
 and such internal financial controls over financial reporting were
 operating effectively as at March 31, 2016, based on the internal
 control over financial reporting criteria established by the Company
 considering the essential components of internal control stated in the
 Guidance Note.
 
 Report on Companies (Auditor''s Report) Order, 2016 (''the Order'') issued
 by the Central Government in terms of Section 143(11) of the Companies
 Act, 2013 (''the Act'') of Tata Consultancy Services Limited (''the
 Company'')
 
 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 fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) According to the information and explanations given to us and the
 records examined by us and based on the examination of the conveyance
 deed provided to us, we report that, the title deeds, comprising all
 the immovable properties of land and buildings which are freehold, are
 held in the name of the Company as at the balance sheet date, except a
 building with carrying value of Rs. 0.27 lakhs which is under dispute.
 
 In respect of immovable properties been taken on lease and disclosed as
 fixed asset in the standalone financial statements, the lease
 agreements are in the name of the Company.
 
 2.  As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals and no material
 discrepancies were noticed on physical verification.
 
 3.  The Company has not granted any loans, secured or unsecured, to
 companies, firms, limited liability partnerships or other parties
 covered in the register maintained under Section 189 of the Act.
 
 4.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 185 and 186 of the Act in respect of grant of loans, making investments
 and providing guarantees and securities, as applicable.
 
 5.  The Company has not accepted deposits during the year and does not
 have any unclaimed deposits as at March 31, 2016 and therefore, the
 provisions of the clause 3 (v) of the Order are not applicable to the
 Company.
 
 6.  Reporting under clause 3(vi) of the Order is not applicable as the
 Company''s business activities are not covered by the Companies (Cost
 Records and Audit) Rules, 2014.
 
 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, Service Tax, Value Added Tax, duty of Customs,
 duty of Excise, 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, Service Tax,
 Value Added Tax, duty of Customs, duty of Excise, Cess and other
 material statutory dues in arrears as at March 31, 2016 for a period of
 more than six months from the date they became payable.
 
 (c) Details of dues of Income Tax, Sales Tax, Service Tax and Value
 Added Tax which have not been deposited as at March 31, 2016 on account
 of dispute are given below:
 
 Particulars    Forum where the 
                dispute is pending   Financial Year to which
                                     the amount                 Total
                                     relates                    (Rs,
                                                                Crores)
 
 Income Tax     Commissioner of
                Income Tax 
                (Appeals)            2006-07, 2007-08,
                                     2009-10, 2011-12          2058.74
 
                Income Tax  
                Appellate Tribunal   2005-06, 2010-11          1929.93
 
 Sales Tax and  Additional 
                Commissioner         2007-2008                    0.01
 
 Value Added    Assistant
                Commissioner         1995-1996,1997-1998, 
                                     2001-2002, 2004-2005,       53.08
                                     2005-2006, 2010-2011,
                                     2011-2012, 2012-13
 
                Commercial tax
                Officer              2005-2006                    0.01
 
                Commissioner         2012-13                      0.03
 
                Deputy Commissioner  1994-1995, 2005-2006, 
                                     2008-2009,                   2.70
                                     2010-2011, 2011-2012, 
                                     2012-2013
 
                Joint commissioner   1997-1998, 2009-2010, 
                                     2010-2011,                   4.84
                                     2011-2012, 2012-2013, 
                                     2013-2014
 
 
                High Court           1994-1995, 2001-2002, 
                                     2002-2003,                  32.71
                                     2003-2004, 2004-2005, 
                                     2005-2006, 2007-2008,
                                     2008-2009, 2009-2010, 
                                     2011-2012, 2012-2013
 
                Tribunal             1990-1991, 2002-2003,
                                     2003-2004, 2004-2005,       6.94
                                     2005-06, 2006-2007,
                                     2007-2008, 2008-09
 
 Service Tax    Commissioner of 
                Service Tax 
               (Appeals)             2003-2004, 2005-2006,
                                     2006-2007,                 14.65
                                     2008-2009, 2009-2010, 
                                     2010-2011, 2011-2012, 
                                     2013-2014
 
                 Tribunal            2003-2004, 2004-2005,
                                     2005-2006,                 70.13
                                     2006-2007, 2007-2008,
                                     2008-2009, 2009-2010, 
                                     2010-2011, 2011-2012, 
                                     2012-2013
 
 There were no dues of duty of Customs, duty of Excise and Cess which
 have not been deposited as at March 31, 2016 on account of dispute.
 
 8.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of loans or
 borrowings to banks. The Company does not have any loans or borrowings
 from financial institutions or government and has not issued any
 debentures.
 
 9.  The Company has not raised moneys by way of initial public offer or
 further public offer (including debt instruments) or term loans and
 hence reporting under clause 3 (ix) of the Order is not applicable.
 
 10.  To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company by its officers or employees has been noticed or reported
 during the year except 15 cases totaling Rs. 4.37 lakhs in respect of
 claims for reimbursement of expenses.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has paid / provided managerial remuneration in
 accordance with the requisite approvals mandated by the provisions of
 Section 197 read with Schedule V to the Act.
 
 12.  The Company is not a Nidhi Company and hence reporting under
 clause 3(xii) of the Order is not applicable.
 
 13.  In our opinion and according to the information and explanations
 given to us the Company is in compliance with Section 177 and 188 of
 the Act, where applicable, for all transactions with the related
 parties and the details of related party transactions have been
 disclosed in the standalone financial statements as required by the
 applicable accounting standards.
 
 14.  During the year, the Company has not made any preferential
 allotment or private placement of shares or fully or partly convertible
 debentures and hence reporting under clause 3(xiv) of the Order is not
 applicable to the Company.
 
 15.  In our opinion and according to the information and explanations
 given to us, during the year the Company has not entered into any
 non-cash transactions with its Directors or persons connected to its
 Directors and hence provisions of Section 192 of the Act are not
 applicable.
 
 16.  The Company is not required to be registered under Section 45-I of
 the Reserve Bank of India Act, 1934.
 
                                        For DELOITTE HASKINS & SELLS LLP
 
                                                   Chartered Accountants
 
                                (Firm Registration No. 117366W/W-100018)
 
 
 
                                                           P. R. RAMESH
 
                                                                Partner 
 
                                                 (Membership No. 70928) 
 Mumbai, April 18, 2016
Source : Dion Global Solutions Limited
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