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Firstsource Solutions Ltd.

BSE: 532809 Sector: IT
NSE: FSL ISIN Code: INE684F01012
BSE 00:00 | 22 Mar 47.15 -1.60
(-3.28%)
OPEN

49.20

HIGH

49.40

LOW

47.00

NSE 00:00 | 22 Mar 47.30 -1.40
(-2.87%)
OPEN

49.20

HIGH

49.30

LOW

47.00

OPEN 49.20
PREVIOUS CLOSE 48.75
VOLUME 413721
52-Week high 83.85
52-Week low 39.25
P/E 18.13
Mkt Cap.(Rs cr) 3,258
Buy Price 47.15
Buy Qty 519.00
Sell Price 47.45
Sell Qty 500.00
OPEN 49.20
CLOSE 48.75
VOLUME 413721
52-Week high 83.85
52-Week low 39.25
P/E 18.13
Mkt Cap.(Rs cr) 3,258
Buy Price 47.15
Buy Qty 519.00
Sell Price 47.45
Sell Qty 500.00

Firstsource Solutions Ltd. (FSL) - Auditors Report

Company auditors report

To The Members of Firstsource Solutions Limited

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financialstatements of Firstsource Solutions Limited (the 'Company') and its subsidiary companies(together referred to as the 'Group') which includes Group's share of loss in itsassociate which comprise the Consolidated Balance Sheet as at March 31 2018and theConsolidated Statement of Profit and Loss (including Other Comprehensive Income) theConsolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flowsfor the year then ended and a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as the 'consolidated Ind AS financialstatements').

Management's Responsibility for the Consolidated Ind AS FinancialStatements

The Company's Board of Directors is responsible for the preparation ofthese consolidated Ind AS financial statements in terms of the requirements of theCompanies Act 2013 (the 'Act') that give a true and fair view of the consolidatedfinancial position consolidated financial performance including other comprehensiveincome consolidated changes in equity and consolidated cash flows of the Group includingits associate in accordance with the Indian Accounting Standards ('Ind AS') prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended and other accounting principles generally accepted in India. Therespective Board of Directors of the companies included in the Group and of its associateare responsible for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Group and its associate and forpreventing and detecting frauds and other irregularities; the selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the consolidatedInd AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error which have been used for the purpose ofpreparation of the consolidated Ind AS financial statements by the Board of Directors ofthe Company as aforesaid.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated Ind

AS financial statements based on our audit.

In conducting our audit we have taken into account the provisions ofthe Act 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.

We conducted our audit of the consolidated Ind AS financial statementsin 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 theaudit to obtain reasonable assurance about whether the consolidated Ind AS financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the consolidated Ind AS financial statements. Theprocedures selected depend on the auditors' judgment including the assessment of therisks of material misstatement of the consolidated Ind AS financial statements whetherdue to fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the consolidated Ind ASfinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Board of Directors as well as evaluating the overallpresentation of the consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and the auditevidence obtained by the other auditor in terms of their report on the separate financialstatements of the associate referred to in paragraph (1) of 'Other Matters' below issufficient and appropriate to provide a basis for our audit opinion on the consolidatedInd AS financial statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us and based on the report of the other auditor on the separatefinancial statements of the associate referred to in paragraph (1) of 'Other Matters'below the aforesaid consolidated 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 Ind AS and other accounting principles generally accepted in India of theconsolidated state of affairs of the Group as at March 31 2018 and their consolidatedprofit consolidated total comprehensive income consolidated changes in equity andconsolidated cash flows for the year ended on that date.

Other Matters

1. The consolidated Ind AS financial statements include the Group'sshare of net loss after tax of INR 0.01 million for the year ended March 31 2018 asconsidered in the consolidated Ind AS financial statements in respect of an associatewhose financial statements have not been audited by us. These financial statements havebeen audited by other auditor whose report has been furnished to us by the Management andour opinion on the consolidated Ind AS financial statements in so far as it relates tothe amounts and disclosures included in respect of this associate and our report in termsof Section 143(3) of the Act in so far as it relates to the aforesaid associate is basedsolely on the report of the other auditor.

2. The comparative financial information of the Company for the yearended March 31 2017 prepared in accordance with Ind AS included in these consolidated IndAS financial statements have been audited by the predecessor auditor. The report of thepredecessor auditor on these comparative financial information dated May 5 2017 expressedan unmodified opinion.

Our report on the consolidated Ind AS financial statements above andour report on Other Legal and Regulatory Requirements below is not modified in respect ofthese matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit andreport of other auditor on separate financial statements of the associate referred toparagraph (1) of Other Matters above we report to the extent applicable that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of our auditof the aforesaid consolidated Ind AS financial statements.

b) In our opinion proper books of account as required by law to thepreparation of the aforesaid consolidated Ind AS financial statements have been kept bythe Company so far as it appears from our examination of those books and the reports ofother auditor.

c) The Consolidated Balance Sheet the Consolidated Statement of Profitand Loss including Other Comprehensive Income the Consolidated Statement of Changes inEquity and the Consolidated Statement of Cash Flows dealt with by this Report are inagreement with the relevant books of account maintained for the purpose of preparation ofthe consolidated Ind AS financial statements.

d) In our opinion the aforesaid consolidated Ind AS financialstatements comply with the Indian Accounting Standards prescribed under section 133 of theAct.

e) On the basis of the written representations received from theDirectors of the Company as on March 31 2018 taken on record by the Board of Directors ofthe Company and the reports of the statutory auditors of the subsidiary company andassociate company incorporated in India none of the directors of the Group companiesincorporated in India is disqualified as on March 31 2018 from being appointed as adirector in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in 'Annexure A' which is based on the report of the statutoryauditors of the subsidiary company and associate company incorporated in India. Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of theCompany's internal financial controls over financial reporting of the Company and itssubsidiary company and associate company incorporated in India.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Group has disclosed the impact of pending litigations on theGroup's consolidated financial position in their consolidated Ind AS financial statements;

ii. The Group has made provision in the consolidated Ind AS financialstatements as required under the applicable law or accounting standards for materialforeseeable losses if any on long term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company and its subsidiary company andassociate company incorporated in India. For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W / W-100018)

SANJIV V. PILGAONKAR

Partner

(Membership No. 39826)

Kolkata May 7 2018

Annexure ‘A' to the Independent Auditors' Report

(Referred to in paragraph 1(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (the 'Act') ofFirstsource Solutions Limited

We have audited the internal financial controls over financialreporting of Firstsource Solutions Limited (the 'Company') and its subsidiary company andassociate company incorporated in India as of March 31 2018 in conjunction with our auditof the consolidated Ind AS financial statements of the Group for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Company its subsidiarycompany and associate company incorporated in India are responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (the'Guidance Note'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence torespective Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the internal financialcontrols over financial reporting of the Company and its subsidiary company and associatecompany incorporated in India based on our audit.

We conducted our audit in accordance with the Guidance Note and theStandards on Auditing prescribed under Section 143(10) of the Act to the extent applicableto an audit of internal financial controls. The Guidance Note and those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditors' judgement including the assessment of the risks of materialmisstatement of the consolidated Ind AS financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained and the auditevidence obtained by the statutory auditors of the subsidiary company and associatecompany incorporated in India in terms of their report referred to in Other Matters belowis sufficient and appropriate to provide a basis for our audit opinion on the internalfinancial controls system over financial reporting of the Company and its subsidiarycompany and associate company incorporated in India.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial

reporting to future periods are subject to the risk that the internalfinancial control over financial reporting may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company and based on the consideration of the reports ofstatutory auditors referred to in Other Matters below the Company and its subsidiarycompany and associate company incorporated in India have in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at March 312018 based on the criteria for internal financial control over financial reportingestablished by the Company considering the essential components of internal control statedin the Guidance Note.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacyand operating effectiveness of the internal financial controls over financial reportinginsofar as it relates to a subsidiary

company and an associate company incorporated in India is based solelyon the corresponding reports of the statutory auditors of such companies incorporated inIndia.

Our opinion is not modified in respect of the above matters.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Firm's Registration No. 117366W / W-100018)

SANJIV V. PILGAONKAR

Partner

(Membership No. 39826)

Kolkata May 7 2018