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Magellanic Cloud Ltd.

BSE: 538891 Sector: IT
NSE: N.A. ISIN Code: INE613C01018
BSE 00:00 | 05 Dec 361.95 13.35
(3.83%)
OPEN

356.00

HIGH

365.80

LOW

354.00

NSE 05:30 | 01 Jan Magellanic Cloud Ltd
OPEN 356.00
PREVIOUS CLOSE 348.60
VOLUME 17761
52-Week high 448.10
52-Week low 41.60
P/E 163.04
Mkt Cap.(Rs cr) 1,017
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 356.00
CLOSE 348.60
VOLUME 17761
52-Week high 448.10
52-Week low 41.60
P/E 163.04
Mkt Cap.(Rs cr) 1,017
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Magellanic Cloud Ltd. (MAGELLANICCLOUD) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

MAGELLANIC CLOUD LIMITED

Report on the Financial Statements

Opinion

We have audited the accompanying financial statements of Magellanic Cloud Limited ("theCompany") which comprise the Balance Sheet as at 31st March 2022 the Statement ofProfit and Loss (including Other Comprehensive Income) the Cash Flow Statement theStatement of Changes in Equity for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.

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 Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2022 and its profit total comprehensive incomeits cash flows and changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.There are no key audit matters to be disclosed.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act read with the Companies (Indian Accounting Standard) Rules 2015as amended. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand 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.

In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 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 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 including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisreport are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors aredisqualified as on 31st March 2022 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) In our opinion the managerial remuneration for the year ended 31st March 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which has impact on its financialposition in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There is no amount due to transfer to the Investor Education and Protection Fundby the Company during the year ended 31st March 2022.

iv. (a) The management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entities ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person or entity including foreignentity ("Funding Parties") with the understanding whether recorded in writingor otherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend has not been declared or paid during the year by the Company.

Annexure A to Independent Auditors' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date)

i. In respect of its Property plant & Equipment:

a) (A) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant & Equipment on the basis ofavailable information;

(B) The company has maintained proper records showing full particulars of intangibleassets;

b) As explained to us all the property plant & equipment have been physicallyverified by the management in a phased periodical manner 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) According to the documents provided to us we report that the title deedscomprising all the immovable properties of land and buildings are held in the name of theCompany as at the balance sheet date;

d) According to the information and explanations given to us the Company has notrevalued its Property Plant and Equipment (including Right-of-use assets) or intangibleassets during the year;

e) There are no proceedings initiated and are pending against the company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andrules made thereunder;

ii. In respect of its inventories:

a) In our opinion and according to the information and explanations given to usphysical verification of inventory has been conducted at reasonable intervals by themanagement and coverage and procedure of such verification is appropriate and no materialdiscrepancies were noticed.

b) In our opinion and according to the information and explanations given to us theCompany has not been sanctioned working capital limits in excess of five crore rupeesduring any point of time of the year in aggregate from banks or financial institutionson the basis of security of current assets.

iii. In respect of loans and advances guarantee or security provided:

a) In our opinion and according to the information and explanations given to us thecompany has provided loans or provided advances in the nature of loans or stoodguarantee or provided security to any other entity.

Particulars Amount
Aggregate amount granted
Subsidiaries -
Others -
Balance outstanding
Subsidiaries -
Others 43931074

b) The investments made guarantees provided security given and the terms andconditions of the grant of all loans and advances in the nature of loans and guaranteesprovided during the year are not prejudicial to the company's interest;

c) In respect of loans granted or advances in the nature of loans provided by theCompany the schedule of repayment of principal and payment of interest has beenstipulated and the repayments of principal amounts and receipts of interest are regular asper stipulation.

d) According to information and explanations given to us and based on the auditprocedures performed in respect of loans granted and advances in the nature of loansprovided by the Company there is no overdue amount remaining outstanding as at thebalance sheet date.

e) No loan or advance in the nature of loan granted which has fallen due during theyear has been renewed or extended or fresh loans granted to settle the overdues ofexisting loans given to the same parties;

f) According to information and explanations given to us and based on the auditprocedures performed the Company has granted the above loans or advances repayable ondemandor without specifying any terms or period of repayment details.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans granted investments made and guarantees and securities provided.

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

vi. To the best of our knowledge and belief the Central Government has not prescribedmaintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Actin respect of the business activities carried out by the Company.

vii. In respect of statutory dues:

a) Undisputed statutory dues including Goods and Service tax Provident FundEmployees' State Insurance Income-tax Sales Tax Service Tax duty of Custom duty ofExcise Value Added Tax cess and other material statutory dues applicable to the Companyhave been regularly deposited by it with the appropriate authorities in all cases duringthe year.

There were no undisputed amounts payable in respect of Goods and Service tax ProvidentFund Employees' State Insurance Income-tax Sales Tax Service Tax duty of Custom dutyof Excise Value Added Tax cess and other material statutory dues in arrears as at 31stMarch 2022 for a period of more than six months from the date they became payable.

b) There are no statutory dues pending to be deposited on account of disputes pendingwith various forums.

viii. There are no transactions which are not recorded in the books of account havebeen surrendered or disclosed as income during the year in the tax assessments under theIncome Tax Act 1961 (43 of 1961).

ix. (a) Based on our audit procedures and as per the information and explanations givenby management the Company has not defaulted in repayment of dues to any lender.

(b) The Company has not declared willful defaulter by any bank or financial institutionor government or any government authority.

(c) The Company has taken any term loan during the year and it is utilized for thepurpose it was obtained.

(d) On an overall examination of the financial statements of the Company funds raisedon short-term basis have prima facie not been used during the year for long termpurposes by the Company.

(e) The company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries.

(f) The company has not raised loans during the year on the pledge of securities heldin its subsidiaries.

x. (a) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (x) of the Order is not applicable.

(b) The Company has not made any preferential allotment or private placement of sharesor convertible debentures (fully partially or optionally convertible) during the year.

xi. (a) To the best of our knowledge no material fraud by the Company or on theCompany by its officers or employees has been noticed or reported during the course of ouraudit.

(b) To the best of our knowledge no report under Sub-section (12) of Section 143 ofthe Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies(Audit and Auditors) Rules 2014 with the Central Government during the year and up tothe date of this report.

(c) As represented to us by the Management there were no whistle blower complaintsreceived by the Company during the year and up to the date of this report.

xii. The Company is not a nidhi company. Accordingly paragraph 3(xii) of the Order isnot applicable.

xiii. In our opinion the Company is in compliance with Section 177 and 188 of theCompanies Act where applicable for all transactions with the related parties and thedetails of related party transactions have been disclosed in the financial statements etc.as required by the applicable accounting standards.

xiv. (a) In our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports issued to the Company during theyear and covering the period upto 31st March 2022.

xv. In our opinion during the year the Company has not entered into non-cashtransactions with any of its directors or directors of it's holding company subsidiarycompany or persons connected with such directors and hence provisions of Section 192 ofthe Companies Act 2013 are not applicable to the Company.

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

xvii. The company has not incurred cash losses in the financial year covered by ouraudit and in the immediately preceding financial year.

xviii. There has not been any resignation of the statutory auditors during the year.

xix. On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

xx. The provisions of section 135 are not applicable to the Company. Accordinglyparagraph 3(xx) of the Order is not applicable.

xxi. According to the information and explanations given to us and based on the CAROreport issued by and the information provided by the auditors of the companies included inthe consolidated financial statements of the Company we report that there have been noqualifications or adverse remarks by the respective auditors in the Companies (Auditor'sReport) Order (CARO) reports of the companies included in the consolidated financialstatements.

Annexure - B to the Auditors' Report

To the Members of

Magellanic Cloud Limited

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 MagellanicCloud Limited ("the Company") as of 31st March 2022 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'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' 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 ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls 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 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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 31st March 2022 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 D. Kothary & Co Chartered Accountants
Firm Regn No. 105335W
Mukesh U. Jha (Partner)
Membership No. 125024
UDIN: 22125024AJOSAR7713
Place: Mumbai
Date: 25th May 2022

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