INDEPENDENT AUDITORS'''' REPORT
TO THE MEMBERS OF
TATA CONSULTANCY SERVICES LIMITED
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Tata Consultancy Services Limited (''''the Company’), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''''s Responsibility for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''''the Act’) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 standalone Ind AS financial statements based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit of the standalone Ind AS financial statements in 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 the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, of the state of affairs of the Company as at March 31, 2017, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.
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 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 including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A''''. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''''s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor''''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.
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 the Order.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (''''the Act'''') of Tata Consultancy Services Limited
We have audited the internal financial controls over financial reporting of Tata Consultancy Services Limited (''''the Company’) as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended and as at on that date.
Management''''s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (''''the Guidance Note’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors'''' Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. The Guidance Note and those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the 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 given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.
Report on Companies (Auditor''''s Report) Order, 2016 (''''the Order'''') issued by the Central Government in terms of Section 143(11) of the Companies
Act, 2013 (''''the Act'''') of Tata Consultancy Services Limited (''''the Company'''')
i. In respect of the Company’s property, plant and equipment:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(b) The property, plant and equipment were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.
In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the standalone Ind AS financial statements, the lease agreements are in the name of the Company.
ii. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2017 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.
vi. Reporting under clause 3(vi) of the Order is not applicable as the Company’s business activities are not covered by the Companies (Cost Records and Audit) Rules, 2014.
vii. According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues 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, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.
(c) Details of dues of Income Tax, Sales Tax, Service Tax and Value Added Tax which have not been deposited as at March 31, 2017 on account of dispute are given below:
Particular
|
Forum where the dispute is pending
|
Financial Year to which the amount relates
|
Total (Rs, Crores)
|
Income Tax
|
Commissioner of Income Tax (Appeals)
|
2007-2008, 2009-2010, 2011-2012, 2012-2013
|
1,821
|
|
Income Tax Appellate Tribunal
|
2005-2006, 2010-2011
|
1,789
|
Sales Tax, and Value Added Tax
|
Additional Commissioner
|
2007-2008
|
*
|
|
Assistant Commissioner
|
1995-1996, 1997-1998, 2004-2005, 2005-2006, 2011-2012
|
*
|
|
Deputy Commissioner
|
1994-1995, 2005-2006, 2008-2009, 2010-201 1, 201 1-2012, 2013-2014
|
4
|
|
Joint commissioner
|
1997-1998, 2005-2006, 2009-2010, 2010-201 1, 201 1-2012, 2012-2013, 2013-2014
|
4
|
|
Tribunal
|
1990-1991, 2002-2003, 2003-2004, 2004-2005,
|
7
|
Particular
|
Forum where the dispute is pending
|
Financial Year to which the amount relates
|
Total (Rs, Crores)
|
|
High Court
|
2005-2006, 2006-2007, 2008-2009
1994-1995, 2001 -2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011 -2012, 2012-2013
|
142
|
Service Tax
|
Commissioner of Service tax (Appeals)
|
2002-2003, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011 -2012, 2012-2013, 2013-2014, 2014-2015
|
4
|
|
Tribunal
|
2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 201 1-2012, 2012-2013
|
85
|
* Indicates amount less than Rs,0.50 crore.
There were no dues of duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2017 on account of dispute.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.
xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of section 192 of the Act are not applicable.
xvi. The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm''''s Registration No. 1 17366W / W - 100018)
P. R. RAMESH
Mumbai, April 18, 2017 Partner
(Membership No. 70928)
We have audited the accompanying standalone financial statements of
Tata Consultancy Services Limited (''''the Company''''), which comprise the
Balance Sheet as at March 31, 2016, 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 Standalone Financial Statements
The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (''''the Act'''') with respect
to the preparation of these standalone 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 principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, as applicable. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of these standalone
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 standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under and the Order under Section 143(11) of the Act.
We conducted our audit in 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 the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone financial statements.
The procedures selected depend on the auditors'''' judgment, including the
assessment of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Company''''s preparation of the standalone financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the
Company''''s Directors, 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 on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as
at March 31, 2016, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. 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 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 relating
to preparation of the standalone financial statements 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 maintained for the purpose of preparation of these
standalone financial statements.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, as applicable.
(e) On the basis of the written representations received from the
Directors as on March 31, 2016, taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2016
from being appointed as a Director in terms of Section 164 (2) of the
Act.
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in ''''Annexure A''''. Our
report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''''s internal financial controls over
financial reporting.
(g) With respect to the other matters to be included in the Independent
Auditors'''' Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements.
ii) The Company has made provision in its financial statements, as
required under the applicable law or accounting standards, for material
foreseeable losses on long term contracts including derivative
contracts;
iii) There has been no delay in transferring amounts, required to be
transferred, 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 specified
in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls Over Financial Reporting
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (''''the Act'''')
We have audited the internal financial controls over financial
reporting of Tata Consultancy Services Limited (''''the Company'''') as of
March 31, 2016 in conjunction with our audit of the standalone
financial statements of the Company for the year ended and as on that
date.
Management''''s Responsibility for Internal Financial Controls
The Company''''s management is responsible for establishing and
maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company
considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India
(the ''''Guidance Note''''). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to Company''''s policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required
under the Act.
Auditors'''' Responsibility
Our responsibility is to express an opinion on the Company''''s internal
financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Standards on Auditing
prescribed under Section 143(10) of the Act and the Guidance Note, to
the extent applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply with the ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over
financial reporting was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the
auditors'''' judgment, including the assessment of the risks of material
misstatement of the standalone financial statements, whether due to
fraud or error.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Company''''s
internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''''s internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. A company''''s internal financial control over
financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company''''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
financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting
to future periods are subject to the risk that the internal financial
controls over financial reporting may become inadequate because of
changes in conditions, or that the 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 given to us, the Company has, in all material respects, an
adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were
operating effectively as at March 31, 2016, based on the internal
control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the
Guidance Note.
Report on Companies (Auditor''''s Report) Order, 2016 (''''the Order'''') issued
by the Central Government in terms of Section 143(11) of the Companies
Act, 2013 (''''the Act'''') of Tata Consultancy Services Limited (''''the
Company'''')
1. In respect of the Company''''s fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(c) According to the information and explanations given to us and the
records examined by us and based on the examination of the conveyance
deed provided to us, we report that, the title deeds, comprising all
the immovable properties of land and buildings which are freehold, are
held in the name of the Company as at the balance sheet date, except a
building with carrying value of Rs. 0.27 lakhs which is under dispute.
In respect of immovable properties been taken on lease and disclosed as
fixed asset in the standalone financial statements, the lease
agreements are in the name of the Company.
2. As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals and no material
discrepancies were noticed on physical verification.
3. The Company has not granted any loans, secured or unsecured, to
companies, firms, limited liability partnerships or other parties
covered in the register maintained under Section 189 of the Act.
4. In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
185 and 186 of the Act in respect of grant of loans, making investments
and providing guarantees and securities, as applicable.
5. The Company has not accepted deposits during the year and does not
have any unclaimed deposits as at March 31, 2016 and therefore, the
provisions of the clause 3 (v) of the Order are not applicable to the
Company.
6. Reporting under clause 3(vi) of the Order is not applicable as the
Company''''s business activities are not covered by the Companies (Cost
Records and Audit) Rules, 2014.
7. According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'''' State Insurance,
Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs,
duty of Excise, Cess and other material statutory dues 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, Service Tax,
Value Added Tax, duty of Customs, duty of Excise, Cess and other
material statutory dues in arrears as at March 31, 2016 for a period of
more than six months from the date they became payable.
(c) Details of dues of Income Tax, Sales Tax, Service Tax and Value
Added Tax which have not been deposited as at March 31, 2016 on account
of dispute are given below:
Particulars Forum where the
dispute is pending Financial Year to which
the amount Total
relates (Rs,
Crores)
Income Tax Commissioner of
Income Tax
(Appeals) 2006-07, 2007-08,
2009-10, 2011-12 2058.74
Income Tax
Appellate Tribunal 2005-06, 2010-11 1929.93
Sales Tax and Additional
Commissioner 2007-2008 0.01
Value Added Assistant
Commissioner 1995-1996,1997-1998,
2001-2002, 2004-2005, 53.08
2005-2006, 2010-2011,
2011-2012, 2012-13
Commercial tax
Officer 2005-2006 0.01
Commissioner 2012-13 0.03
Deputy Commissioner 1994-1995, 2005-2006,
2008-2009, 2.70
2010-2011, 2011-2012,
2012-2013
Joint commissioner 1997-1998, 2009-2010,
2010-2011, 4.84
2011-2012, 2012-2013,
2013-2014
High Court 1994-1995, 2001-2002,
2002-2003, 32.71
2003-2004, 2004-2005,
2005-2006, 2007-2008,
2008-2009, 2009-2010,
2011-2012, 2012-2013
Tribunal 1990-1991, 2002-2003,
2003-2004, 2004-2005, 6.94
2005-06, 2006-2007,
2007-2008, 2008-09
Service Tax Commissioner of
Service Tax
(Appeals) 2003-2004, 2005-2006,
2006-2007, 14.65
2008-2009, 2009-2010,
2010-2011, 2011-2012,
2013-2014
Tribunal 2003-2004, 2004-2005,
2005-2006, 70.13
2006-2007, 2007-2008,
2008-2009, 2009-2010,
2010-2011, 2011-2012,
2012-2013
There were no dues of duty of Customs, duty of Excise and Cess which
have not been deposited as at March 31, 2016 on account of dispute.
8. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of loans or
borrowings to banks. The Company does not have any loans or borrowings
from financial institutions or government and has not issued any
debentures.
9. The Company has not raised moneys by way of initial public offer or
further public offer (including debt instruments) or term loans and
hence reporting under clause 3 (ix) of the Order is not applicable.
10. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no fraud on the
Company by its officers or employees has been noticed or reported
during the year except 15 cases totaling Rs. 4.37 lakhs in respect of
claims for reimbursement of expenses.
11. In our opinion and according to the information and explanations
given to us, the Company has paid / provided managerial remuneration in
accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.
12. The Company is not a Nidhi Company and hence reporting under
clause 3(xii) of the Order is not applicable.
13. In our opinion and according to the information and explanations
given to us the Company is in compliance with Section 177 and 188 of
the Act, where applicable, for all transactions with the related
parties and the details of related party transactions have been
disclosed in the standalone financial statements as required by the
applicable accounting standards.
14. During the year, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures and hence reporting under clause 3(xiv) of the Order is not
applicable to the Company.
15. In our opinion and according to the information and explanations
given to us, during the year the Company has not entered into any
non-cash transactions with its Directors or persons connected to its
Directors and hence provisions of Section 192 of the Act are not
applicable.
16. The Company is not required to be registered under Section 45-I of
the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No. 117366W/W-100018)
P. R. RAMESH
Partner
(Membership No. 70928)
Mumbai, April 18, 2016
We have audited the accompanying financial statements of Tata
Consultancy Services Limited (''the Company''), which comprise the
Balance Sheet as at March 31, 2015 and 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 Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect
to 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 principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of these 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 have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in 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 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 financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Board of Directors,
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 on the financial
statements.
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, of the state of affairs of the Company as
at March 31, 2015, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 (''the
Order'') issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 3 and 4 of the Order.
2. 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 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 aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
Directors as on March 31, 2015, taken on record by the Board of
Directors, none of the Directors is disqualified as on March 31, 2015
from being appointed as a Director in terms of Section 164 (2) of the
Act.
(f) With respect to the other matters to be included in the Auditors''
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as of March 31, 2015;
ii) The Company has made provision in its financial statements, as
required under the applicable law or accounting standards, for material
foreseeable losses on long term contracts;
iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph
1 under ''Report on Other Legal and Regulatory Requirements'' section of
our report of even date)
1. In respect of the fixed assets of the Company:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
2. In respect of the inventories of the Company:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the Register maintained
under Section 189 of the Act.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchase of
inventory and fixed assets and the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
5. In our opinion and according to the information and explanations
given to us, the Company has not accepted deposits during the year and
does not have any unclaimed deposits. Therefore, the provisions of the
clause 3 (v) of the Order are not applicable to the Company.
6. The provisions of clause 3 (vi) of the Order are not applicable to
the Company as the Company is not covered by the Companies (Cost
Records and Audit) Rules, 2014.
7. According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax,
duty of Customs, duty of Excise, Cess and other material statutory dues
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 and Value Added
Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and
other material statutory dues in arrears as at March 31, 2015 for a
period of more than six months from the date they became payable.
(c) Details of dues of Income Tax, Sales Tax and Value Added Tax and
Service Tax which have not been deposited as at March 31, 2015 on
account of dispute are given below:
Particulars Period to which
the amount relates Forum where the dispute is Amount
pending (Rs.
crores)
Income Tax 2005-06, 2008-09 Income Tax Appellate Tribunal 157.16
2007- 08, 2008-09,
2009-10, 2012-13 Commissioner of Income Tax
(Appeals) 505.15
Sales Tax and 2001-02, 2003-04,
2004-05, 2005-06, High court 22.82
Value Added
Tax 2007-08, 2009-10,
2012-13
2002-03, 2003-04,
2004-05, 2005-06, Tribunal 7.06
2006- 07, 2007-08
2008- 09, 2009-10,
2010-11 Deputy Commissioner 7.56
2005-06, 2009-10,
2010-11, 2011-12,
2013-14 Joint Commissioner 4.42
2001-02, 2005-06,
2011-12 Assistant Commissioner 0.49
2007-08, 2008-09,
2009-10 Additional Commissioner 0.02
Service Tax 2004-05, 2005-06,
2006-07, 2007-08, Appellate Tribunal 12.12
2008- 09, 2009-10
2008-09, 2009-10 Commissioner of Service Tax
(Appeals) 0.15
There were no dues of Wealth Tax, duty of Customs, duty of Excise and
Cess which have not been deposited as at March 31, 2015 on account of
dispute.
(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 and Rules made thereunder within
time.
8. The Company does not have accumulated losses. The Company has not
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
9. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
bank during the year and did not have any amount outstanding to
financial institutions or debenture holders.
10. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantee given by the
Company for loan taken by a subsidiary from a bank is not prima facie
prejudicial to the interest of the Company.
11. According to the information and explanations given to us, the
Company did not avail any term loan during the year.
12. To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud by the Company and
no material fraud on the Company has been noticed or reported during
the year.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No. 117366W/W-100018)
P. R. RAMESH
Partner
(Membership No. 70928)
Mumbai, April 16, 2015
