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Hinduja Ventures Ltd.

BSE: 500189 Sector: Financials
NSE: HINDUJAVEN ISIN Code: INE353A01023
BSE 14:45 | 18 Sep 334.10 0.30
(0.09%)
OPEN

335.20

HIGH

336.95

LOW

332.55

NSE 14:34 | 18 Sep 332.95 -1.00
(-0.30%)
OPEN

335.95

HIGH

335.95

LOW

330.10

OPEN 335.20
PREVIOUS CLOSE 333.80
VOLUME 134
52-Week high 648.40
52-Week low 276.10
P/E
Mkt Cap.(Rs cr) 687
Buy Price 330.05
Buy Qty 10.00
Sell Price 334.15
Sell Qty 66.00
OPEN 335.20
CLOSE 333.80
VOLUME 134
52-Week high 648.40
52-Week low 276.10
P/E
Mkt Cap.(Rs cr) 687
Buy Price 330.05
Buy Qty 10.00
Sell Price 334.15
Sell Qty 66.00

Hinduja Ventures Ltd. (HINDUJAVEN) - Auditors Report

Company auditors report

To The Members of Hinduja Ventures Limited

We have audited the accompanying standalone financial statements of Hinduja VenturesLimited ("the Company") in which is incorporated the effect of the Scheme ofAmalgamation between the Company and Grant Investrade Limited a wholly owned subsidiaryof the Company with an appointed date of 1st October 2017 which comprise the BalanceSheet as at 31 st M arch 2018 the Statement of Profit and Loss and the Cash FlowStatement for the year then ended and a summary of the significant accounting policiesand other explanatory information.

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 and cash flows of the Company in accordance with theAccounting Standards prescribed under section 133 of the Act read with the Companies(Accounting Standards) Rules 2006 as amended ("Accounting Standards") andother accounting principles generally accepted in India.

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 of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder and the Orderissued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified 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 control 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 is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theAccounting Standards and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2018 and its profit and its cash flowsfor the year ended on that date.

Emphasis of Matters

a) We draw attention to Note 42 to the standalone financial statements. As explainedtherein the Company has prepared the standalone financial statements in accordance withthe Accounting Standards as specified in the Companies (Accounting Standards) Rules 2006read with Companies (Accounting Standards) Amendment Rules 2016 specified under Section133 of the Companies Act 2013 (Indian GAAP). The Company based on an independent legalopinion is of the view that it will be required to comply with the Indian AccountingStandards (Ind AS) issued under the Companies (Indian Accounting Standards) Rules 2015read with Companies (Indian Accounting Standards) (Amendment) Rules 2016 from thefinancial year commencing 1st April 2018.

b) We draw attention to Note 46 to the standalone financial statements regarding thefinancial statements of the Company for the year ended 31st March 2018 which were earlierapproved by the Board of Directors at their meeting held on 7th May 2018 and were subjectto revision by the Company so as to give effect to the Scheme of Amalgamation between theCompany and Grant Investrade Limited (GIL) ("the Scheme") and their respectiveshareholders and creditors with an appointed date of 1 st October 2017. Those financialstatements were audited by us and our report dated 7th May 2018 addressed to the Membersof the Company expressed an unqualified opinion on those financial statements andincluded an Emphasis of Matter Paragraph drawing attention to the foregoing matter.Consequent to the Company obtaining the required approvals the financial statements arerevised by the Company to give effect to the said Scheme of Amalgamation.

c) Apart from the foregoing matters and as stated in paragraph (b) above thestandalone financial statements do not take into account any events subsequent to the dateon which the standalone financial statements referred to in paragraph (b) above wereearlier approved by the Board of Directors and reported upon by us as aforesaid.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act based on our audit 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 the reports of theother auditors.

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors of theCompany as on 31st March 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2018 from being appointed as a director interms of Section 164 (2) of the Act.

f) 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) 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 did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe 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 theOrder.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

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

Kalpesh J. Mehta

Partner

(Membership No. 48791)

Place : Mumbai

Date : May 07 2018 (August 03 2018 as to effect the matter discussed under paragraph(b) and (c) of the'Emphasis of Matters' section of our report of even date)

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements'section of our report of even date on the standalone accounts of HindujaVentures Limited for the year ended 31st March 2018)

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 of HindujaVentures Limited ("the Company") as of 31 st March 2018 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 controls systemover financial reporting.

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 reflect 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.

Inherent 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 subjecttothe riskthatthe internal financial controloverfinancial 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 the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2018 based on the criteria forinternal financial control over financial reporting 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.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

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

Kalpesh J. Mehta

Partner

(Membership No. 48791)

Place : Mumbai

Date : May 07 2018 (August 03 2018 as to effect the matter discussed under paragraph(b) and (c) of the'Emphasis of Matters' section of our report of even date)

Annexure "B" to the Independent Auditor's Report

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date on the standalone accounts of HindujaVentures Limited for the year ended 31st March 2018)

(i) In respect of its fixed assets:

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

b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner (once in three years) which in our opinion isreasonable having regard to the size of the Company and nature of its assets. No materialdiscrepancies were noticed on such physical verification.

c) The Company does not have any immovable properties classified as fixed assets andhence reporting under clause (i)(c) of the Order is not applicable.

(ii) In our opinion and according to the information and explanations given to ushaving regard to the nature of inventory (Real estate) the physical verification of titledeeds and site visits by the Management are at reasonable intervals and no materialdiscrepancies were noticed on physical verification (Refer Note 40 to the standalonefinancial statements).

(iii) According to the information and explanations given to us the Company hasgranted unsecured loan to a Company covered in the register maintained under section 189of the Companies Act 2013 in respect of which:

• The terms and conditions of the grant of such loan are in our opinion primafacie not prejudicial to the Company's interest.

• The schedule of payment of interest has been stipulated and receipts of interesthave been regular as per stipulations. As regards the principal amount it is repayable ondemand;

• In view of what is stated in item (b) above the question of commenting onoverdue amounts in respect of principal amount of loan given and recovery of interestthereon does not arise.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year and hence the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there under are not applicable to the company.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013 in respect of Telecommunication activity. Wehave broadly reviewed the cost records maintained by the Company pursuant to the Companies(Cost Records and Audit) Rules 2014 as amended prescribed by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and are of the opinionthat prima facie the prescribed cost records have been made and maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

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

a) The Company has generally been regular in depositing undisputed dues includingProvident Fund

Employees' State Insurance Income-tax Sales Tax Goods and Service Tax Wealth TaxService Tax Custom duty Excise duty Value added tax Cess and other material statutorydues 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 Goods and Service Tax Wealth Tax Service TaxCustom duty Excise duty Value added tax Cess and other material statutory dues inarrears as at 31st March 2018 for a period of more than six months from the date theybecame payable.

c) There are no dues of Sales Tax Service Tax Custom duty Excise duty Value addedtax and Cess which have not been deposited on account of any dispute. Details of duestowards Income tax which have not been deposited as on 31st March 2018 on account ofdispute are given below:

Name of the Statute Nature of Dues Forum where Dispute is pending Period to which the amount relates Amount involved (Rs. in Lakh) Amount unpaid (Rs. in Lakh)
The Income Tax Act 1961 Income

tax

High Court of Judicature at Bombay Assessment Years 1994- 1995 1995-1996 1996 -1997 and 2000-2001 434.61 200.35
Commissioner of Income Tax (Appeals) Assessment Year 2014-15 4268.01 2453.52(*)
Assessing Officer (AO.) Assessment Years 2008- 2009 and 2009-2010 3182.55 35.14
Total 7885.17 2689.01

* includes an amount of Rs 156.76 lakh pertaining to IT / ITES business which isreimbursable by Hinduja Global Solutions Limited as stated in footnote to Note 27 (A) tothe standalone financial statements.

(viii) ln our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans taken from banks and financialinstitution. The Company has not taken loans or borrowings from government or has notissued any debentures.

(ix) In our opinion and according to the information and explanations given to usmoney raised by way of term loans have been applied by the Company during the year for thepurposes for which they were raised. The Company has not raised moneys by way of initialpublic offer or further public offer (including debt instruments).

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or 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 (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 188 and 177 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable 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 (xiv) of the Order is not applicable to the Company.

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

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 (Refer note 41 to the standalone financial statements).

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

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

Kalpesh J. Mehta

Partner

(Membership No. 48791)

Place : Mumbai

Date : May 07 2018 (August 03 2018 as to effect the matter discussed under paragraph(b) and (c) ofthe'Emphasis of Matters' section of our report of even date)