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Mindteck (India) Ltd.

BSE: 517344 Sector: IT
NSE: MINDTECK ISIN Code: INE110B01017
BSE LIVE 15:56 | 24 Nov 75.45 1.60
(2.17%)
OPEN

73.10

HIGH

78.30

LOW

73.10

NSE 15:31 | 24 Nov 75.15 1.10
(1.49%)
OPEN

75.50

HIGH

78.30

LOW

74.05

OPEN 73.10
PREVIOUS CLOSE 73.85
VOLUME 23954
52-Week high 105.20
52-Week low 62.65
P/E 50.64
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 75.45
Sell Qty 507.00
OPEN 73.10
CLOSE 73.85
VOLUME 23954
52-Week high 105.20
52-Week low 62.65
P/E 50.64
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 75.45
Sell Qty 507.00

Mindteck (India) Ltd. (MINDTECK) - Auditors Report

Company auditors report

To the Members of Mindteck (India) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Mindteck (India)Limited ("the Company") which comprise the balance sheet as at March 31 2017the statement of profit and loss the cash flow statement of the Company for the year thenended and a summary of 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 1 33 of the Act read with relevant rulesissued thereunder. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial 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.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained 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 required by the Act in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 312017 and its profit and cashflows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inthe paragraphs 3 and 4 of the Order to the extent applicable.

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 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;

(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 specified under Section 133 of the Act read with relevant rulesissued thereunder;

(e) on the basis of the written representations received from the directors as on March31 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on March 312017 from being appointed as a director in terms of Section164 (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 B"; and

(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 in our opinionand to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 3.10 to the standalonefinancial statements;

b. The Company does not have any long-term contracts including derivative contracts forwhich there are any material foreseeable losses;

c. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company; and

d. The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom November 8 2016 to December 30 2016 and these are in accordance with the books ofaccounts maintained by the Company- Refer note 3.22 to the standalone financialstatements.

for B S R & Company

Chartered Accountants

Firm registration No.: 128032W

Vineet Dhawan
Bengaluru Partner
May 22 2017 Membership Number: 092084

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF MINDTECK (INDIA) LIMITED

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal andRegulatory Requirements of the Independent Auditor's Report to the members of the Companyon the standalone financial statements for the year ended March 31 2017 we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich its fixed assets are verified in a phased manner over a period of three years. Inour opinion the periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. In accordance with this programmecertain fixed assets were verified during the year and no material discrepancies werenoted.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable property areheld in the name of the Company.

(ii) The Company is a service company primarily rendering software IT-enabled andrelated services. Accordingly it does not hold any physical inventories. Thus paragraph3(ii) of the Order is not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Act.

(iv) According to the information and explanations given to us the Company has notgranted loans investments and security to companies firms or other parties. In ouropinion and according to the information and explanations given to us the Company hascomplied with the provisions of section 185 and 186 of the Act with respect to theguarantee provided.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government of India has not prescribed the maintenance of cost recordsunder Section 148(1) of the Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Company amounts deducted/ accrued in the books of account in respect of undisputed statutory dues includingProvident fund Employees' State Insurance Income tax Service tax Sales tax Valueadded tax Cess and any other material statutory dues have generally been regularlydeposited during the year by the Company with the appropriate authorities though therehas been a delay in few cases. As explained to us the Company did not have any dues onaccount of Customs Duty and Excise Duty.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income tax Service taxSales tax Value added tax Cess and other material statutory dues were in arrears as atMarch 31 2017 for a period of more than six months from the date they became payable.

(vii) (b) According to the information and explanations given to us there are no duesof Service Tax Sales Tax Value added tax and Cess which have not been deposited with theappropriate authorities on account of any dispute. The Company however disputes thefollowing income tax dues:

Name of the statute Nature of the dues demanded Amount (Rs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax/ interest/ transfer pricing 8161000 (5000000)* Assessment year 2006-07 Income Tax Officer Bengaluru
Income Tax Act 1961 Income tax/ interest/ transfer pricing Nil (2900000)* Assessment year 2007-08 Income Tax Officer Bengaluru
Income Tax Act 1961 Income tax/ interest/ transfer pricing Nil (15000000)* Assessment year 2009-10 Income Tax Officer Bengaluru
Income Tax Act 1961 Income tax/ interest/ transfer pricing 22559080 Assessment year 2010-11 Income Tax Officer Bengaluru
Income Tax Act 1961 Income tax/ interest/ transfer pricing 4744070 (2000000)* Assessment year 2012-13 Income Tax Officer Bengaluru
Income Tax Act 1961 Income tax/ interest/ transfer pricing 6449000 Assessment year 2013-14 Income Tax Officer Bengaluru

*Amount in parenthesis represents the payment made under protest.

(viii) In our opinion and according to the information and explanation given to us theCompany has not defaulted in the repayment of dues to bankers. The Company did not haveany outstanding dues to any financial institution Government or debenture holders duringthe year.

(ix) According to the information and explanations given to us the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments) and term loans. Accordingly paragraph 3(ix) of the Order is not applicableto the Company.

(x) According to the information and explanations given to us and based on ourexamination of the records of the Company no material fraud by the Company or on theCompany by its officers or employees has been noticed or reported during the course of ouraudit.

(xi) According to the information and explanations given to us the managerialremuneration has been paid/provided for in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us all the transactionswith the related parties are in compliance with Section 177 and 188 of the Act whereapplicable and the details have been disclosed in the standalone financial Statements asrequired by the applicable accounting standards.

(xiv) According to the information and explanations given to us all the transactionswith related parties are in compliance with section 177 and 188 of the Act whereapplicable and the details have been disclosed in the standalone financial statements asrequired by the applicable accounting standards.

(xv) According to the information and explanations given to us and based on ourexamination of records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

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

for B S R & Company
Chartered Accountants
Firm registration No.: 128032W

 

Vineet Dhawan
Bengaluru Partner
May 22 2017 Membership number: 092084

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF MINDTECK (INDIA) LIMITED

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Mindteck(India) Limited ("the Company") as of March 31 2017 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 ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by the ICAI anddeemed to be prescribed under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

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 and dispositionsof the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould 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 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 the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

for B S R & Company
Chartered Accountants
Firm registration No.: 128032W

 

Vineet Dhawan
Bengaluru

Partner

May 22 2017 Membership number: 092084