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Hinduja Global Solutions Ltd.

BSE: 532859 Sector: IT
NSE: HGS ISIN Code: INE170I01016
BSE 10:55 | 22 Aug 561.10 -1.10
(-0.20%)
OPEN

564.80

HIGH

565.00

LOW

561.10

NSE 10:48 | 22 Aug 567.95 4.35
(0.77%)
OPEN

558.95

HIGH

572.00

LOW

558.90

OPEN 564.80
PREVIOUS CLOSE 562.20
VOLUME 22
52-Week high 911.40
52-Week low 553.00
P/E 5.48
Mkt Cap.(Rs cr) 1,169
Buy Price 557.25
Buy Qty 20.00
Sell Price 566.45
Sell Qty 15.00
OPEN 564.80
CLOSE 562.20
VOLUME 22
52-Week high 911.40
52-Week low 553.00
P/E 5.48
Mkt Cap.(Rs cr) 1,169
Buy Price 557.25
Buy Qty 20.00
Sell Price 566.45
Sell Qty 15.00

Hinduja Global Solutions Ltd. (HGS) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR'S REPORT

To The Members of HINDUJA GLOBAL SOLUTIONS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of HINDUJA GLOBALSOLUTIONS LIMITED ("the Company") which comprise the Balance Sheet as atMarch 31 2018 the Statement of Pro t and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flows for the year then endedand a summary of the significant accounting policies and other explanatory information inwhich are incorporated the Returns for the year ended on that date audited by the branchauditors of the Company's branch located at Philippines.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the Indian Accounting Standards (IndAS) prescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended and other accounting principles generally accepted inIndia.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased 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 made thereunderand the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing speci ed under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial controls relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained bythe branch auditors in terms of their report referred to in the Other Matters paragraphbelow is suf cient and appropriate to provide a basis for our audit opinion on thestandalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of reports of the branch auditors on financialinformation of the branch referred to in the Other Matters paragraph below the aforesaidstandalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2018and its pro t total comprehensive income the changes in equity and its cash flows forthe year ended on that date.

Other Matters a)We did not audit the financial information of one branch includedin the standalone financial statements of the Company whose financial information re ecttotal assets of R 43109 Lakhs as at March 31 2018 total revenue of R71283 Lakhs total pro t after tax of R 5775 Lakhs and total comprehensive incomeof R 6739 Lakhs for the year ended March 31 2018 as considered in the standalonefinancial statements. The financial information of the branch have been audited by thebranch auditors whose reports have been furnished to us and our opinion in so far as itrelates to the amounts and disclosures included in respect of the branch and our report interms of subsection (3) of Section 143 of the Act in so far as it relates to theaforesaid branch is based solely on the report of such branch auditors.

Our opinion on the standalone financial statements and our report on Other Legal andRegulatory Requirements below is not modi ed in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit and on theconsideration of the reports of the branch auditors on the standalone financialinformation of the branch referred to in the Other Matters paragraph above we report tothe extent applicable that: a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit. b) In our opinion proper books of account as required by law have been keptby the Company and so far as it appears from our examination of those books and properreturns adequate for the purposes of our audit have been received from the branch notvisited by us. c) The reports on the accounts of the branch of ces of the Company auditedunder Section 143(8) of the Act by branch auditors have been sent to us and have beenproperly dealt with by us in preparing this report. d) The Balance Sheet the Statement ofPro t and Loss (including Other Comprehensive Income) the Cash ow Statement and Statementof Changes in Equity dealt with by this Report are in agreement with the books of accountand with the returns received from the branch not visited by us. e) In our opinion theaforesaid standalone financial statements comply with the Indian Accounting Standardsprescribed under section 133 of the Act. f) On the basis of the written representationsreceived from the directors of the Company as on March 31 2018 taken on record by theBoard of Directors none of the directors is disquali ed as on March 31 2018 from beingappointed as a director in terms of Section 164(2) of the Act. g) With respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls refer to our separate Report in"Annexure A". Our report expresses an unmodi ed opinion on the adequacy andoperating effectiveness of the Company's internal financial controls over financialreporting. h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous: i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts. iii. There has been no delay in transferring amounts required to betransferred 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 speci ed in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Vikas Bagaria
Partner
(Membership No. 060408)
Singapore May 30 2018

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1(g) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Hinduja Global Solutions Limited ofeven date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting ofHINDUJAGLOBAL SOLUTIONS LIMITED ("the Company") as of March 31 2018 in conjunctionwith our audit of the standalone financial statements of the Company which includesinternal financial controls over financial reporting of the Company's branch for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company 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. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and ef cientconduct of its business the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting 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 misstatement of thefinancial statements whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained bythe branch auditors of branch located at Philippines in terms of their reports referred toin the Other Matters paragraph below is suf cient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly re ect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance 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.

Limitations of Internal Financial Controls Over Financial Reporting

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

In our opinion to the best of our information and according to the explanations givento us and based on the consideration of the reports of the branch auditors on internalfinancial controls system over financial reporting of the branch referred to in the OtherMatters paragraph below 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 2018 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 Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the internal financial controls over financial reporting insofar as itrelates to one branch located at Philippines is based on the corresponding reports of thebranch auditors incorporated at Philippines.

Our opinion is not modi ed in respect of this matter.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No.117366W / W-100018)
Vikas Bagaria
Partner
(Membership No.060408)
Singapore May 30 2018

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the members of Hinduja Global Solutions Limited ofeven date)

(i) In respect of the company's xed assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of xed assets.

(b) The Company has a program of veri cation of xed assets to cover all the items in aphased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programcertain xed assets were physically veri ed by the Management during the year. According tothe information and explanations given to us no material discrepancies were noticed onsuch veri cation.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / Assignment cum conveyancedeed provided to us we report that the title deeds comprising all the immovableproperties of land and buildings which are freehold are held in the name of the Companyas at the balance sheet date. In respect of immovable properties of building that havebeen taken on lease and disclosed as xed asset in the financial statements the leaseagreements are in the name of the Company where the Company is the lessee in theagreement.

(ii) The Company is in the business of rendering services and consequently does nothold any physical inventory. Therefore the provisions of Clause 3(ii) of the said Orderis not applicable to the Company.

(iii) The Company has not granted any loans secured or unsecured to companies rmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013.

(iv) The Company has not granted any loans made investments or provided any guaranteesor security to the parties covered under section 185 and 186. Therefore the provisions ofclause 3(iv) of the said Order is not applicable.

(v) The Company has not accepted any deposit during the year and does not have anyunclaimed deposits as at

March 31 2018 and therefore the provisions of the clause 3 (v) of the said Order isnot applicable to the company. (vi) The maintenance of cost records has not been speci edby the Central Government under section 148(1) of the Companies Act 2013 for the businessactivities carried out by the company. Thus reporting under clause 3(vi) of the said Orderis not applicable to the company.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Sales Tax Service TaxCustoms Duty Excise Duty Value Added Tax cess and other material statutory duesapplicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax Customs Duty Excise Duty ValueAdded Tax cess and other material statutory dues in arrears as at March 31 2018 for aperiod of more than six months from the date they became payable.

(c) Details of dues of Income-tax which have not been deposited as on March 31 2018 onaccount of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Involved ( R in Lakhs) Amount Unpaid (R in Lakhs)
The Income Tax Act 1961 Income Tax liability including interest and penalty where applicable CIT (Appeals) Assessment Year 2011-12 140.23 140.23

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to financialinstitutions banks and government. The Company has not issued any debentures.

(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 said Order is not applicable to the Company. (x) To the best of ourknowledge and according to the information and explanations given to us no fraud by theCompany and no material fraud on the Company by its Officers or employees has been noticedor reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of thesaid Order is not applicable. (xiii) In our opinion and according to the information andexplanations given to us the Company is in compliance with Section 188 and 177 of theCompanies Act 2013 where applicable for all transactions with the related parties andthe details of related party transactions have been disclosed in the standalone financialstatements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause 3(xiv) of the said Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected to its directors and hence provisions of section 192 of theCompanies Act 2013 are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-I of the ReserveBank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No.117366W / W-100018)
Vikas Bagaria
Partner
(Membership No.060408)
Singapore May 30 2018