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Mindpool Technologies Ltd.

BSE: 535155 Sector: IT
NSE: MINDPOOL ISIN Code: INE00RQ01019
BSE 05:30 | 01 Jan Mindpool Technologies Ltd
NSE 05:30 | 01 Jan Mindpool Technologies Ltd

Mindpool Technologies Ltd. (MINDPOOL) - Auditors Report

Company auditors report

To The Members of Mindpool Technologies Limited Report on the Audit of the Standalonefinancial statements:

Opinion

We have audited the accompanying Standalone financial statements of MindpoolTechnologies Limited (“the Company”) which comprise the Balance Sheet as atMarch 31 2019 the Statement of Profit and Loss the Statement of Cash Flows for the yearended on that date and a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as “the Standalone financialstatements”). In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone financial statements give theinformation required by the Companies Act 2013 (“the Act”) in the manner sorequired and give a true and fair view in conformity with the Accounting Standardsprescribed under section 133 of the Act and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2019 the loss and itscash flows for the year ended on that date. Basis for opinion We conducted our audit ofthe Standalone financial statements in accordance with the Standards on Auditing specifiedunder section 143(10) of the Act (SAs). Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the Standalonefinancial 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 (ICAI) together with the independence requirements that are relevant to our audit ofthe Standalone financial statements under the provisions of the Act and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Standalone financial statements.

Key audit matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone financial statements of the current period.These matters were addressed in the context of our audit of the Standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have no key matters to be communicated in ourreport. Information Other than the Standalone financial statements and Auditor's ReportThereon The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexure to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the Standalone financial statements and our auditor's report thereon. Our opinionon the Standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon. In connection with our audit of theStandalone financial statements our responsibility is to read the other information andin doing so consider whether the other information is materially inconsistent with theStandalone financial statements or our knowledge obtained during the course of our auditor otherwise appears to be materially misstated. If based on the work we have performedwe conclude that there is a material misstatement of this other information; we arerequired to report that fact. We have nothing to report in this regard. Management'sResponsibility for the Standalone financial statements The Company's Board of Directors isresponsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these Standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe Accounting Standards and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error. In preparing the Standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors areresponsible for overseeing the Company's financial reporting process. Auditor'sResponsibilities for the Audit of the Standalone financial statements Our objectives areto obtain reasonable assurance about whether the Standalone financial statements as awhole are free from material misstatement whether due to fraud or error and to issue anauditor's report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese Standalone financial statements. As part of an audit in accordance with SAs weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

1. Identify and assess the risks of material misstatement of the Standalone 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.

2. Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 Standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

5. Evaluate the overall presentation structure and content of the Standalone financialstatements including the disclosures and whether the Standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation. Materiality is the magnitude of misstatements in the Standalone financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the Standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the Standalone financialstatements. We communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books. c) The Balance Sheet the Statement of Profitand Loss and the Statement of Cash Flow dealt with by this Report are in agreement withthe relevant books of account. d) In our opinion the aforesaid Standalone financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014. e) On the basis of the writtenrepresentations received from the directors as on March 31 2019 taken on record by theBoard of Directors none of the directors is disqualified as on March 31 2019 from beingappointed as a director in terms of Section 164 (2) of the Act. f) With respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls refer to our separate Report in“Annexure A”. Our report expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financial controls over financialreporting. g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act read with schedule V of the Companies Act 2013.h) With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended in our opinionand to the best of our information and according to the explanations given to us : i. TheCompany does not have any pending litigations which would impact its financial position.ii. The Company did not have any long-term contracts including derivative contracts; assuch the question of commenting on any material foreseeable losses thereon does not arise.iii. There has not been an occasion in case of the Company during the year under report totransfer any sums to the Investor Education and Protection Fund.

2. As required by the Companies (Auditor's Report) Order 2016 (“the Order”)issued by the Central Government in terms of Section 143(11) of the Act we give in“Annexure B” a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For P S D & Associates
Chartered Accountants
Firm Registration number: 004501C
Sd/-
CA Girish Vyas
Place: Mumbai Partner
Date : 24th May 2019 Membership number: 427738

Annexure “A” to the Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Mindpool Technologies Limited ofeven date)

Report on the Internal Financial Controls

Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 (“the Act”) We have audited the internal financial controlsover financial reporting of Mindpool Technologies Limited (“the Company”) as ofMarch 31 2019 in conjunction with our audit of the Standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. 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 respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theStandalone financial statements whether due to fraud or error. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the internal financial controls system over financial reporting of the Company.

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 Standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of Standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the Standalonefinancial statements. Limitations of Internal Financial Controls Over Financial ReportingBecause 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 ouropinion to the best of our information and according to the explanations given to us theCompany has in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2019 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

For P S D & Associates
Chartered Accountants
Firm Registration number: 004501C
Sd/-
CA Girish Vyas
Place: Mumbai Partner
Date : 24th May 2019 Membership number: 427738

Annexure “B” to the Independent Auditor's Report

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Mindpool Technologies Limited ofeven date)

1) In case of the Company's Fixed Assets:

(a) According to the information and explanations given to us the Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets; (b) The Fixed Assets have been physically verified by themanagement one in a year in our opinion the periodicity is reasonable having regard tothe size of the company and nature of its assets. Pursuant to the physical verification ofthe fixed asset by the management during the year no material discrepancies between thebooks records and the physical fixed assets have been noticed. (c) According to theinformation and explanations given to us and the records examined by us we state thatthere is no immovable property owned by the company therefore this clause is notapplicable to the Company.

2) According to the information and explanations given to us the Company is a serviceprovider and it does not have any inventory. Accordingly reporting under clause 3(ii) ofthe Order is not applicable to the Company.

3) The Company has not granted any loans secured or unsecured to Companies firmsLimited Liability Partnerships or other parties covered in the Register maintained underSection 189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (c) of theOrder are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us thecompany has not granted any loans/given any guarantee accordingly question ofnoncompliance with Section 185 and 186 of the Companies Act 2013 does not arise.

5) The Company has not accepted deposits during the year and does not have anyunclaimed deposits as at March 31 2018 and therefore the provisions of the clause 3 (v)of the Order are not applicable to the Company.

6) As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company. Thus reporting under clause 3(vi) of the order isnot applicable to the Company.

7) a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has generally been regularin depositing undisputed statutory dues including Income-Tax Goods and service tax andany other material statutory dues applicable to it with the appropriate authoritiesexcept few cases where delay in payment of statutory liability as mentioned above wasobserved. b) According to the information and explanations given to us no undisputedamounts payable in respect of the above were in arrears as at March 31 2019 for a periodof more than six months from the date on when they become payable. c) According to theinformation and explanation given to us there are no dues of income tax Goods andService Tax duty of customs outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks and financial institutions.The Company has not issued any debentures.

9) In our opinion and according to the information and explanations given to us themoneys raised by way of initial public offer have been applied for the purposes for whichthey were obtained (Refer Note no. 32). The company has not raised any money through termloans during the year. 10) Based upon the audit procedures performed and the informationand explanations given by the management we report that no fraud by the Company or on thecompany by its officers or employees has been noticed or reported during the year. 11)Based upon the audit procedures performed and the information and explanations given bythe management the managerial remuneration has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Companies Act; 12) In our opinion the Company is not a Nidhi Company. Therefore theprovisions of clause 4 (xii) of the Order are not applicable to the Company. 13) In ouropinion all transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 and the details have been disclosed in the Standalone financialstatements as required by the applicable accounting standards. 14) Based upon the auditprocedures performed and the information and explanations given by the management thecompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review. Accordingly the provisions ofclause 3 (xiv) of the Order are not applicable to the Company and hence not commentedupon.

15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

16) The company is not required to be registered under section 45IA of the Reserve Bankof India Act 1934.

For P S D & Associates
Chartered Accountants
Firm Registration number: 004501C
Sd/-
CA Girish Vyas
Place: Mumbai Partner
Date : 24th May 2019 Membership number: 427738