Report on the Financial Statements
We have audited the accompanying financial statements of HEXAWARE
TECHOLOGIES LIMITED (the Company), which comprise the Balance Sheet
as at 31st December, 2013, 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 Financial Statements
The Company''s Management is responsible for the preparation of these
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 Standards notified under the Companies
Act, 1956 (the Act) (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs)
and in accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and
maintenance of internal control 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
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Management, 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st December, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date. Report on Other Legal and
Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 (the
Order) issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure statement on the matters specified in
paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have 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.
(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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate
Affairs).
(e) On the basis of the written representations received from the
directors as on 31st December, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st December,
2013 from being appointed as a director in terms of Section 274(1 )(g)
of the Act.
ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT
Re: Hexaware Technologies Limited
(Referred to in paragraph 1 under'' Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
i) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b) As per information and explanation given to us, physical
verification of fixed assets was carried out by the management during
the year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification is
reasonable having regard to the size of the Company and nature of its
assets.
c) The fixed assets disposed off during the year, in our opinion; do
not constitute a substantial part of the fixed assets of the Company.
ii) The activities of the Company and the nature of its business do not
involve the use of inventory. Accordingly, clause 4(ii) of the
Companies (Auditor''s Report) Order, 2003 is not applicable.
iii) The Company has not granted or taken any loan secured/unsecured,
to/from companies, firms or parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, clause
4(iii) of the Companies (Auditor''s Report) Order, 2003 is not
applicable to the Company.
iv) In our opinion, and according to the information and explanations
given to us, there is an internal control system commensurate with the
size of the Company and nature of its business for purchase of fixed
assets and sale of services. The activities of the Company do not
involve purchase of inventory and sale of goods. During the course of
our audit, we have not observed any major weaknesses in such internal
control system.
v) In respect of contracts and arrangements entered in the register
maintained in pursuance of Section 301 of the Companies Act, 1956:
a) To the best of our knowledge and belief and according to the
information and explanations given to us, particulars of contracts or
arrangements that needed to be entered into the register maintained
under the said section have been so entered.
b) According to information and explanations given to us, where the
transactions made in pursuance of such contracts or arrangements during
the year are in excess of Rs. 5 lacs, they have been made at prices,
which are, prima facie, reasonable having regard to the prevailing
market prices at the relevant time.
vi) The Company has not accepted any deposits from the public and hence
the directives issued by the Reserve bank of India and the provisions
of Sec 58A, 58AA or any other relevant provisions of the Companies Act,
1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard
to the deposits accepted from the public are not applicable to the
Company.
vii) A firm of Chartered Accountants appointed by the management
carried out internal audit during the year. In our opinion, the internal
audit system of the Company is commensurate with its size and nature of
business.
viii) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
clause (d) of sub-section (1) of Section 209 of the Act. Therefore, the
provisions of clause 4 (viii) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the Company.
ix) a) According to the information and explanations given to us, the
Company has generally been regular in depositing with the appropriate
authorities, undisputed statutory dues including provident fund,
employees'' state insurance, income tax, sales tax, wealth tax, service
tax, custom duty, investor education and protection fund, cess and any
other material statutory dues applicable to it. According to the
information and explanation given to us, no undisputed amounts payable
in respect of statutory dues were in arrears as at 31st December, 2013
for a period of more than six months from the date they became payable.
b) According to information and explanations given to us, there are no
dues of sales tax, income tax, customs duty, wealth tax, service tax
and cess, which have not been deposited with the appropriate
authorities on account of any dispute, except as follows:
Name of
statute Nature of
the Amount Period to which
the amount Forum where
dispute is
dues (Rs.
Million) relates pending
Finance Act,
1994 Service Tax 0.37 1st April, 2010
to 30th
September, Commissioner of
Central
2010 Excise (Appeals)
Income Tax
Act, 1961 Income Tax 112.27 Assessment Year
2007-08 Commissioner of
Income Tax
(Appeals)
Income Tax
Act, 1961 Income Tax 0.11 Assessment Year
2009-10 Commissioner of
Income Tax
(Appeals)
x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses during the year and in the
immediately preceding financial year.
xi) In our opinion and according to the information and explanations
given to us, the Company has not borrowed any amounts from banks,
financial institutions or by issue of debentures.
xii) According to the information and explanations given to us, the
Company has not given any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities and hence
the guest ion of maintenance of adequate records for this purpose does
notarise.
xiii) According to the information and explanations given to us, the
Company is not a chit fund or a nidhi/mutual benefit fund / society.
Therefore, the provisions of clause 4 (xiii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
xiv) According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Therefore, the provisions of clause 4 (xiv) of the
Companies (Auditor''s Report) Order, 2003 are not applicable to the
Company.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Therefore, the provision of clause 4 (xv) of
the Companies (Auditor Report) Order, 2003 are not applicable to the
Company.
xvi) The Company has not taken any term loan during the year and hence
the guestion of applying term loans for the purpose for which they were
obtained does notaries.
xvii) According to information and explanations given to us, and on an
overall examination of the balance sheet of the Company, funds raised
on short term basis have, prima-facie, not been used for long term
investment.
xviii) The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956.
xix) The Company has not issued any debentures during the year, hence
the question of creation of security or charge in respect of debentures
issued does notarise.
xx) The Company has not raised any money by way of public issues during
the year.
xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no material fraud on or by
the company was noticed or reported during the year.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No. 117366 W/W-100018)
R. D. Kamat
Partner
MUMBAI, February 7, 2014 (Membership No. 36822)
