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MPS Ltd.

BSE: 532440 Sector: Services
NSE: MPSLTD ISIN Code: INE943D01017
BSE 15:40 | 19 Jan 651.55 8.55
(1.33%)
OPEN

644.00

HIGH

654.40

LOW

630.00

NSE 15:31 | 19 Jan 650.80 4.45
(0.69%)
OPEN

646.00

HIGH

656.30

LOW

640.50

OPEN 644.00
PREVIOUS CLOSE 643.00
VOLUME 1530
52-Week high 770.00
52-Week low 554.00
P/E 17.34
Mkt Cap.(Rs cr) 1,213
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 644.00
CLOSE 643.00
VOLUME 1530
52-Week high 770.00
52-Week low 554.00
P/E 17.34
Mkt Cap.(Rs cr) 1,213
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MPS Ltd. (MPSLTD) - Auditors Report

Company auditors report

To the Members of MPS Limited

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of MPS Limited("the Company") which comprise the Balance Sheet as at 31 March 2017 theStatement of Profitand Loss the Cash Flow Statement for the year then ended and asummaryofthesignificantaccounting 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 preparation ofthese Standalone Financial Statements that give a true and fair view of thefinancialpositionfinancialperformanceandcashflowsof the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 and sufficient and appropriate to provideCompanies (Accounting Standards)Amendment Rule 2016. 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 the accuracy and completeness of effectively theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.ThoseStandards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial 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 a basis for our audit opinion onthe 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 principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 (‘Order') issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act weenclose in the Annexure A a statement on the matters specified in paragraphs 3 and 4 ofthe said Order.

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 Rule 7 of theCompanies (Accounts) Rules 2014 and Companies (Accounting Standards) Amendment Rules2016;

(e) On the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 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: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsStandalone

Financial Statements – Refer Note 22.1 to the Standalone Financial Statements; ii.The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses; iii. There has been no delay in transferringamounts required to be transferred to the Investor Education and Protection Fund by theCompany; and iv. The Company has provided requisite disclosures in the StandaloneFinancial Statements as to holdings as well as dealings in Specified Bank Notes during theperiod from 8 November 2016 to 30 December 2016. Based on audit procedures and relying onthe management representation we report that the disclosures are in accordance with booksof account maintained by the Company and as produced to us by the Management.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W / W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: 10 May 2017 Membership No.: 095109

Annexure A

Annexure A referred to in our Independent Auditor's Report to the members of MPSLimited on the Standalone Financial Statements for the year ended 31 March 2017 we reportthat:

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

(b) The Company has a regular program of physical verification ofits fixed assets bywhich all fixed assets are verified every year which in our opinion is reasonablehaving regard to the size of the Company and nature of its fixed assets. In accordancewith this program all fixed assets have been physically verified by the management duringthe year. The discrepancies noticed on such verification were not material.

(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 except for the following

S.No. Particulars of immovable property

Net block as at 31 March 2017

Remarks

1 Office space at Building located at 137 Residency Road Bangalore admeasuring 62349 square feet Rs. 1280.91 Lacs The title deeds for building and undivided portion of land are held in the name of HMG Ambassador Property Management Private Limited represented by 14750000 equity shares of Rs.10 each representing the value of land and buildings with irrevocable right of permanent occupation.
2 Office space at Building located at 135 Brigade Road Bangalore admeasuring 10000 square feet Rs.52.46 Lacs The title deeds for building and undivided portion of land admeasuring 10000 square feet are in the name of Brigade Marketing Company Private Limited erstwhile Company that was merged with Macmillan India Limited under Section 391 to 394 of the Companies Act 1956 in terms of the Honorable Karnataka High Court order dated 21 June 2005.

(ii) The Company is a service company primarily engaged in the business of providingpublishing solutions. Accordingly it does not hold any physical inventories. Thusparagraph 3(ii) of the Order is not applicable. (iii) According to the information andexplanations given to us the Company has not granted any loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registerrequired under section 189 of the Act. Accordingly para 3(iii) of the Order is notapplicable.

(iv) According to the information and explanations given to us the Company hascomplied with the provisions of 186 of the Act in respect of making investments. TheCompany has not granted any loans provided any security or guarantees under Section 185and has not granted any loans or provided any securities or guarantees under section 186of the Act.

(v) According to the information and explanations given to us the Company has notaccepted any deposits as mentioned in the directives issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the Act and therules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records undersub section (1) of section 148 of the Act for any of the activities carried out by theCompany.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees' StateInsurance Income-tax Service tax Sales tax Value added tax Cess and other materialstatutory dues have generally been regularly deposited during the year by the

Company with the appropriate authorities. As explained to us the provisions relatingto Duty of excise and Duty of customs are not applicable to the Company. According to theinformation and explanations given to us no undisputed amounts payable in respect ofProvident Fund Employees' State Insurance Income-tax Sales tax Value added taxService tax Cess and other material statutory dues were in arrears as at 31 March 2017for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome tax Sales tax Value added tax and Service tax which have not been depositedwith the appropriate authorities on account of any dispute except as mentioned below:

Name of the statute Nature of the dues Amount Rs. ( in lacs)

Period to which the amount relates

Payment under protest in ( Rs. in lacs)

Forum where dispute is pending
Income tax Act 1961 Income tax 31.71 AY 2007-08 Assessing officer
Income tax Act 1961 Income tax 149.79 AY 2008-09 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 12.95 AY 2009-10 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 174.58 AY 2010-11 77.33 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 229.57 AY 2012-13 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 30.78 AY 2015-16 Assessing officer
Finance Act 1994 Service tax 364.58 Financial year 2003-04 to 2008-09 35 Customs and Excise Service Tax Appellate Tribunal

(viii) The Company does not have any loans or borrowings from any financialinstitutions banks government or debenture holders during the year. Accordinglyparagraph 3 (viii) of the Order is not applicable. (ix) According to the information andexplanations given to us the Company has not raised moneys by way of initial public offeror further public offer (including debt instruments) or term loans.

(x) According to the information and explanations given to us no material fraud by theCompany or on the

Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the managerial remuneration has been paid orprovided by the Company in accordance with provisions of section 197 read with Schedule Vof the Act.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company there are no transactions with the relatedparties which are not in compliance with Section 177 and 188 of the Act and the detailshave been disclosed in the Standalone Financial Statements as required by the applicableaccounting standards.

(xiv) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. However during the year ended 31 March 2015 the Company had raised Rs.14999lacs through

Qualified Institutional Placement (QIP) pursuant to the provisions of Section 42 of theCompanies Act 2013 and the Rules made thereunder and Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009. The proceeds ofthe issue (net of issue expenses of Rs.219 lacs) are to augment funds for growthopportunities such as acquisitions and strategic initiatives and general corporatepurposes and any other purposes as may be permissible under applicable law. The Companyhas utilized a sum of Rs.2756 lacs for the purpose for which these proceeds were raised.Further the remaining proceeds of Rs.12024 lacs pending the utilization for the objectsof QIP have temporarily been invested in interest / dividend bearing liquid instrumentsincluding money market mutual funds.

(xv) According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with them. Accordinglyparagraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W / W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: 10 May 2017 Membership No.: 095109

Annexure B

Annexure B to the Independent Auditor's Report of even date on the Standalone FinancialStatements of MPS Limited for the year ended 31 March 2017

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

We have audited the internal financial controls over financial reporting of MPS Limited("the Company") as of 31 March 2017 in conjunction with our audit of theStandalone Financial Statements of the Company for the year ended on that date.

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 sufficient and appropriateto provide the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act..

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based 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 ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is a basis for our audit opinion onthe 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 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 financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effectthe 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 on reporting wereoperatingeffectivelyas at 31 March 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 Institute of CharteredAccountants of India.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W / W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: 10 May 2017 Membership No.: 095109