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Hinduja Global Solutions Ltd.

BSE: 532859 Sector: IT
NSE: HGS ISIN Code: INE170I01016
BSE LIVE 15:40 | 17 Nov 636.50 -5.60
(-0.87%)
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632.00

HIGH

651.75

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632.00

NSE 15:40 | 17 Nov 639.45 -1.00
(-0.16%)
OPEN

660.00

HIGH

660.00

LOW

635.55

OPEN 632.00
PREVIOUS CLOSE 642.10
VOLUME 1666
52-Week high 691.70
52-Week low 481.75
P/E 11.94
Mkt Cap.(Rs cr) 1,322
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 632.00
CLOSE 642.10
VOLUME 1666
52-Week high 691.70
52-Week low 481.75
P/E 11.94
Mkt Cap.(Rs cr) 1,322
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hinduja Global Solutions Ltd. (HGS) - Auditors Report

Company auditors report

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF

HINDUJA GLOBAL SOLUTIONS LIMITED

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying standalone financial statements of HindujaGlobal Solutions Limited ("the Company") which comprise the Balance Sheetas at March 31 2017 the Statement of Profit and Loss( including Other ComprehensiveIncome) the Cash Flow Statement and the statement of changes in Equity for the yearaccounting policies and otherthenendedand explanatory summaryofthesignificantinformationin which is incorporated the Return for the year ended on that date audited bythe branch auditors of the Company’s branch at Philippines.

Management’s Responsibility for the Standalone Ind AS Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements to give a true and fair viewof the financial position financial performance (including other comprehensive income)cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified in the Companies (Indian Accounting Standards) Rules 2015 (as amended) underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and designimplementation and maintenance ofadequate internal financial controlsthat were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the standalone Ind AS financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

5. We conducted our audit of the standalone Ind AS financial statements in accordancewith the Standards on Auditing under Section 143(10)of the Act and other applicableauthoritative pronouncements issued by the Institute specified of Chartered Accountants ofIndia. Those Standards and pronouncements require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the standaloneInd AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditors’ judgmentincluding the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company’s preparation of the standalone Ind AS financial statementsthat give a true and fair view in order to design audit procedures that are appropriatein the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors as well as evaluating the overall presentation of the standaloneInd AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2017 and its profit (including other comprehensive income) itscash flows and the changes in equity for the year ended on that date.

Other Matter

9. The financial information of the Company for the year ended March 31 2016 and thetransition date opening balance sheet as at April 1 2015 included in these standalone IndAS financial statements are based on the previously issued statutory financial statementsfor the years ended March 31 2016 and March 31 2015 prepared in accordance with theCompanies (Accounting Standards) Rules 2006 (as amended) which were audited by us onwhich we expressed an unmodified opinion dated May 25 2016 and May 20 2015respectively. The adjustments to those financial statements for the differences inaccounting principles adopted by the Company on transition to the IndAS have been auditedby us.

10. We did not audit the Ind AS financial statements of one Branch included in thestandalone Ind of the Company which constitute total assets of R 35595. 91 Lakhsand net assets of R 20614. 96 Lakhs as at March 31 2017 total revenue of R68373.11 Lakhs net profit of R 2114. 12 Lakhs and net cash flows amounting statementsand other financial to R 2028.20Lakhsfortheyearthenended.This financialinformation have been audited by other auditor whose report has been furnished to us andour opinion on the standalone Ind AS financial statements to the extent they have beenderived from such financial statements is based solely on the report of such otherauditors.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor’s Report) Order 2016 issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act("the Order") and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us we give in the Annexure B a statement on the matters specified in paragraphs3 and 4 of the 12. 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 bestof 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 theCompany so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branch not visited byus.

(c) The reports on the accounts of the branch office of the Company audited underSection 143 (8) of the Act by branch auditors have been sent to us and have been properlydealt with by us in preparing this report.

(d) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account and with the return received from thebranch not visited by us.

(e) In our opinion financialstatements comply with the Indian Accounting the aforesaidstandalone IndAS Standards specified under Section 133 of the Act.

(f) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure A.

(h) With respect to the other matters to be included in the Auditors’ Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:

i. The Company has disclosed the impact if any ofpendinglitigationsasatMarch312017onitsfinancial position in its standalone Ind ASfinancial statements -Refer Note 27;

ii. The company has long-term contracts as at March 31 2017 for which there were nomaterial foreseeable losses. The Company did not have any long-term derivative contract asat March 31 2017.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312017.

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016.

Based on audit procedures and relying on the management representation we report thatthe disclosures are in accordance with books of account maintained by the Company and asproduced to us by the Management Refer Note 10(C).

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Jeetendra Mirchandani
Place : Mumbai Partner
Date : May 22 2017 Membership Number: 048125

ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 12(g) of the Independent Auditors’ Report of even date tothe members of Hinduja Global Solutions Limited on the standalone Ind AS financialstatements for the year ended March 31 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

1. We have audited the internal financialcontrols over financial ("theCompany") as of March 31 2017 in conjunction with our audit of the standalone IndAS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under theAct.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal over financial reporting included obtaining anunderstanding of internal financial controls over assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor’s judgement including the assessment of the risks of material misstatementof the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand accordance with generally accepted accounting principles. A company’s internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial accordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Other Matter

9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy andoperating effectiveness of the internal financial controls over financial reportinginsofar as it relates to one Branch is based on the corresponding reports of the auditorsof such Branch of the Company. Our opinion is not qualified in respect of this

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Jeetendra Mirchandani
Place: Mumbai Partner
Date: May 22 2017 Membership Number: 048125

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 11 of the Independent Auditors’ Report of even date tothe members of Hinduja Global Solutions Limited on the standalone Ind AS financialstatements as of and for the year ended March 2017 31

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note 3 on fixed assets tothe financial statements are held in the name of the Company.

ii. The Company is in the business of rendering services and consequently does nothold any inventory. Therefore the provisions of Clause 3(ii) of the said Order are notapplicable to the Company.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 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. The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186. Therefore theprovisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. The Central Government of India has not specified the maintenance of cost recordsunder 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 ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees’ state insuranceincome tax sales tax service tax duty of customs duty of excise value added tax cessand other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of sales tax service taxduty of customs dutyof excise and value added tax which have not been deposited on account of any dispute. Theparticulars of dues of income tax as at March 31 2017 which have not been deposited onaccount of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. in lakhs) Period to which the amount relates Forum where the dispute is pending
The Income Tax Act 1961 Income Tax liability including interest and penalty where applicable 114. 56 Assessment year 2011-12 CIT (Appeals)

has not defaulted in repayment of loans or borrowings to any financial debentureholders as at the balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 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 Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company officers or employees on the Company byits noticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto 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 withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions 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 orpersons connected with him. Accordingly the provisions of Clause 3 (xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3 (xvi) of the Order arenot applicable to the Company.

For Price Waterhouse
Firm Registration Number: 301112E
Chartered Accountants
Jeetendra Mirchandani
Place: Mumbai Partner
Date: May 22 2017 Membership Number: 048125