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Mindteck (India) Ltd.

BSE: 517344 Sector: IT
NSE: MINDTECK ISIN Code: INE110B01017
BSE 00:00 | 29 Sep 131.10 -0.45
(-0.34%)
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135.65

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135.65

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128.75

NSE 00:00 | 29 Sep 132.25 -2.05
(-1.53%)
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135.55

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138.00

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OPEN 135.65
PREVIOUS CLOSE 131.55
VOLUME 1970
52-Week high 294.60
52-Week low 84.40
P/E 26.81
Mkt Cap.(Rs cr) 338
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 135.65
CLOSE 131.55
VOLUME 1970
52-Week high 294.60
52-Week low 84.40
P/E 26.81
Mkt Cap.(Rs cr) 338
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company auditors report

To the Members of Mindteck (India) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofMindteck (India) Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2022 the Statement of Profit and Loss including the statement of OtherComprehensive Income/ (loss) the Cash Flow Statement and the statement of Changes inEquity for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information.

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 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2022 its profit including other comprehensive income/ (loss) its cash flows and thechanges in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone Financial Statements' section of ourreport. We are independent of the Company in accordance with the 'Code of Ethics' issuedby the Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements for thefinancial year ended March 31 2022. These matters were addressed in the context of ouraudit of the standalone financial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. For each matter belowour description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone financial statements. The results of our auditprocedures including the procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying standalone financial statements.

Impairment of Investments in Subsidiaries (as described in Note 6 ofthe standalone financial statements)

Key audit matters How our audit addressed the key audit matter
As at March 31 2022 the carrying value of investment in subsidiaries in the standalone balance sheet amounts to Rs. 6714 Lakhs (March 31 2021 - Rs. 6724 Lakhs) net of impairment. Our audit procedures included the following amongst others:
The management assesses annually the existence of impairment indicators in respect of its investment in subsidiaries and such investments are subject to impairment test. ¦ We understood the Company's process for identification of indicators for impairment and evaluated the Company's internal controls over its impairment assessment of investment in subsidiaries. We understood the key assumptions applied by the management such as revenue growth operating margins discount rates and terminal growth rates in determining impairment.
During the current year an impairment assessment was carried out by the Company by comparing the carrying value of these investments to their recoverable amount to determine whether an impairment was required to be recognized. ¦ We have obtained the valuation assessment and report from the management's expert and assessed the key valuation assumptions and methodologies used by the management's expert in their valuation reports.
For the above impairment testing basis valuation conducted by an external valuation specialist ('management's expert') value in use has been determined by forecasting and discounting future cash flows which has been reviewed and approved by Audit Committee/Board of Directors of the Company. ¦ We have evaluated the competences capabilities and objectivity of the management's expert and obtained an understanding of the scope of the work and terms of engagement.
Furthermore the value in use is highly sensitive to changes in some of the inputs used for forecasting the future cash flows. Further the determination of the recoverable amount of the investments involved significant judgement due to inherent uncertainty in the assumptions supporting the recoverable amount of these investments. ¦ We also assessed the recoverable value by performing sensitivity testing of key assumptions used.
Accordingly the impairment of investments was determined to be a key audit matter in our audit of the standalone financial statements. ¦ We discussed potential changes in key drivers as compared to previous year/ actual performance with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable.
¦ We tested the arithmetical accuracy of the model.
¦ We also assessed the disclosures in the standalone financial statements for compliance with disclosure requirements under accounting standards.

Contingencies in relation to tax litigations (as described in Note 32 of the standalonefinancial statements)

The Company is involved in various legal proceedings relating to taxes. Our audit procedures included the following amongst others:
As of March 31 2022 there is Rs. 502 Lakhs (March 31 2021 - Rs. 463 Lakhs) disclosed as contingent liability in the standalone financial statements. In relation to these proceedings management assesses the impact of the eventual outcome on its standalone financial statements. ¦ We obtained an understanding and assessed the internal control environment relating to the identification recognition and measurement of provisions for disputes and disclosures of contingent liabilities in relation to taxes.
The Company discloses contingencies for income tax pending litigations when it is probable that the taxation authority will accept the uncertain tax treatment in accordance with the requirements of Appendix C to Ind AS 12 on 'Uncertainty over Income tax treatment'. ¦ We obtained details of completed tax assessments demands issued by tax authorities orders/notices received in this regard from the management.
Since the aforesaid estimates require significant judgments by management based on the available information including that obtained from its tax advisors we identified it as a key audit matter in our audit of the standalone financial statements. ¦ We held discussions with management to understand their assessment of the quantification and likelihood of significant exposures and the provision required in accordance with the requirements of Appendix C to Ind AS 12 which is supported by assessment reports from management's expert.
¦ We obtained confirmation from management's expert on ongoing litigations along with risk assessment. We have evaluated the competences capabilities and objectivity of the management's expert and obtained an understanding of the scope of work and the terms of engagement.
¦ We involved our tax specialists to obtain and evaluate management's assessment of the likely outcome and potential exposures arising from all significant contingencies and considered the requirements of any provisions and related disclosures.
¦ We also assessed the disclosures in the standalone financial statements for compliance with disclosure requirements under the accounting standards.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report andCorporate Governance Report but does not include the standalone financial statements andour auditor's report thereon.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whethersuch other information is materially inconsistent with the standalone financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income/(loss) cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of 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; andthe design implementation and maintenance of adequate internal financial controls thatwere operating 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.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

¦ Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

¦ Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

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

¦ Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

¦ Evaluate the overall presentation structure and content ofthe standalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters 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 wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements for the financial year ended March 31 2022 and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

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 subsection(11) of section 143 of the Act we give in the "Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143(3) ofthe Act we report that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

e. On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls withreference to these standalone financial statements and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure 2" to this report;

g. In our opinion the managerial remuneration for the year ended March31 2022 has been paid / provided by the Company to its directors in accordance with theprovisions of section 197 read with Schedule V to the Act;

h. With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 32 to thestandalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts - Refer Note 32 to the standalone financialstatements;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

iv. a. The management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person(s) or entity(ies) including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b. The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any person(s) or entity(ies)including foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under subclause (a) and (b) contain anymaterial misstatement.

v. As stated in note 16 to the standalone financial statements theBoard of Directors of the Company have proposed final dividend for the year which issubject to the approval of the members at the ensuing Annual General Meeting. The dividenddeclared is in accordance with section 123 of the Act to the extent it applies todeclaration of dividend

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number:

101049W/E300004

per Rajeev Kumar

Partner

Membership Number: 213803

UDIN: 22213803AJIPUN4527

Place: Bengaluru

Date : May 20 2022

Annexure 1 referred to in paragraph 1 under the heading "Report onOther Legal and Regulatory Requirements" of our report of even date on the StandaloneFinancial Statements of Mindteck (India) Limited

In terms of the information and explanation sought by us and given bythe Company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we state that

(i) a. (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(B) The Company has maintained proper records showing full particularsof intangibles assets

b. Property plant and equipment have been physically verified by themanagement during the year and no material discrepancies were identified on suchverification.

c. According to the information and explanations given by themanagement the title deeds of all the immovable properties (other than properties wherethe Company is the lessee and the lease agreements are duly executed in favour of thelessee) are held in the name of the Company.

d. The Company has not revalued its property plant and equipment(including right of use assets) or intangible assets during the year ended March 31 2022.

e. According to the information and explanations given by themanagement there are no proceedings initiated or are pending against the Company forholding any benami property under the Prohibition of Benami Property Transactions Act1988 and rules made thereunder.

(ii) a. The Company's business does not involve inventories andaccordingly the requirements under paragraph 3(ii)(a) of the Order are not applicable tothe Company.

b. According to the information and explanations given by themanagement the Company has not been sanctioned working capital limits in excess of Rs.five crores in aggregate from banks or financial institutions during any point of time ofthe year on the basis of security of current assets. Accordingly the requirement toreport on clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) a. During the year the Company has not provided loans advancesin the nature of loans stood guarantee or provided security to companies firms LimitedLiability Partnerships or any other parties. Accordingly the requirement to report onclause 3(iii)(a) of the Order is not applicable to the Company.

b. During the year the Company has not made investments providedguarantees provided security and granted loans and advances in the nature of loans tocompanies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.

c. The Company has not granted loans and advances in the nature ofloans to companies firms Limited Liability Partnerships or any other parties.Accordingly the requirement to report on clause 3(iii)(c) of the Order is not applicableto the Company.

d. The Company has not granted loans or advances in the nature of loansto companies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.

e. There were no loans or advance in the nature of loan granted tocompanies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.

f. The Company has not granted any loans or advances in the nature ofloans either repayable on demand or without specifying any terms or period of repaymentto companies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven by the management loans investments guarantees and security in respect of whichprovisions of sections 185 and 186 of the Companies Act 2013 ("the Act") asapplicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public noraccepted any amounts which are deemed to be deposits within the meaning of sections 73 to76 of the Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) To the best of our knowledge and as explained the CentralGovernment has not specified the maintenance of cost records under Section 148(1) of theAct for the services of the Company.

(vii) a. Undisputed statutory dues including provident fund employees'state insurance income-tax duty of custom goods and services tax cess and otherstatutory dues have generally been regularly deposited with the appropriate authorities.According to the information and explanations given to us and based on audit proceduresperformed by us no undisputed amounts payable in respect of these statutory dues wereoutstanding at the year end for a period of more than six months from the date theybecame payable.

b. According to the records of the Company there are no dues of goodsand services tax provident fund employees' state insurance income tax sales-taxservice tax duty of customs duty of excise value added tax cess goods and service taxand other statutory dues which have not been deposited on account of any dispute exceptthe following:

Name of the Statute Nature of the Dues Disputed amount (Rs. in Lakhs) Amount paid/refund adjusted under protest (Rs. in Lakhs) Period to which the amount relates (Assessment Year) Forum where dispute is pending
Income Tax Act 1961 Income tax 82 82 2006-07 Commissioner of Income Tax (Appeals)/ Deputy Commissioner of Income Tax
34 - 2012-13 Commissioner of Income Tax (Appeals)
130 - 2016-17 Assistant Commissioner of Income Tax
321 - 2017-18 Assistant Commissioner of Income Tax
8 - 2018-19 Assistant Commissioner of Income Tax

(viii) The Company has not surrendered or disclosed any transactionpreviously unrecorded in the books of account in the tax assessments under the Income TaxAct 1961 as income during the year. Accordingly the requirement to report on clause3(viii) of the Order is not applicable to the Company.

(ix) a. The Company did not have any outstanding loans or borrowings orinterest thereon due to any lender during the year. Accordingly the requirement to reporton clause ix(a) of the Order is not applicable to the Company.

b. The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

c. The Company did not have any term loans outstanding during the yearhence the requirement to report on clause (ix)(c) of the Order is not applicable to theCompany.

d. The Company did not raise any funds during the year hence therequirement to report on clause (ix)(d) of the Order is not applicable to the Company.

e. On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries. The Company does not have any associates orjoint ventures.

f. The Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies. Hence therequirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) a. According to the information and explanation given by themanagement the Company has not raised any money during the year by way of initial publicoffer / further public offer (including debt instruments) hence the requirement to reporton clause 3(x)(a) of the Order is not applicable to the Company.

b. The Company has not made any preferential allotment or privateplacement of shares/ fully or partially or optionally convertible debentures during theyear under audit and hence the requirement to report on clause 3(x)(b) of the Order isnot applicable to the Company.

(xi) a. No fraud by the Company or on the Company has been noticed orreported during the year.

b. During the year no report under sub-section (12) of section 143 ofthe Act 2013 has been filed by secretarial audit or by us in Form ADT - 4 as prescribedunder Rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central Government.

c. As represented to us by the management there are no whistle blowercomplaints received by the Company during the year.

(xii) In our opinion the Company is not a nidhi company as per theprovisions of the Act. Therefore the requirement to report on clause 3(xii)(a) (b) and(c) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of the Act where applicable and the details have been disclosed in the notes to thestandalone financial statements as required by the applicable accounting standards.

(xiv) a. The Company has an internal audit system commensurate with thesize and nature of its business.

b. The internal audit reports of the Company issued till the date ofthe audit report for the period under audit have been considered by us.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with its directors as referred to in section 192 of the Act and hencerequirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) a. According to the information and explanations given by themanagement the provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

b. The Company has not conducted any Non-Banking Financial or HousingFinance activities without obtaining a valid Certificate of Registration from the ReserveBank of India as per the Reserve Bank of India Act 1934.

c. The Company is not a Core Investment Company as defined in theregulations made by Reserve Bank of India. Accordingly the requirement to report onclause 3(xvi) of the Order is not applicable to the Company.

d. There is no Core Investment Company as a part of the Group hencethe requirement to report on clause 3(xvi) of the Order is not applicable to the Company

(xvii) The Company has not incurred cash losses in the current year andin the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year and accordingly requirement to report on clause 3(xviii) of the Order is notapplicable to the Company.

(xix) On the basis of the financial ratios disclosed in note 46 to thestandalone financial statements ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that Company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofthe Company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) a. In respect of other than ongoing projects there are no unspentamounts that are required to be transferred to a fund specified in Schedule VII of theAct in compliance with second proviso to sub section 5 of section 135 of the Act. Thismatter has been disclosed in note 36 to the standalone financial statements.

b. There are no unspent amounts in respect of ongoing projects thatare required to be transferred to a special account in compliance of provision of subsection (6) of section 135 of the Act. This matter has been disclosed in note 36 to thestandalone financial statements.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number:

101049W/E300004

per Rajeev Kumar

Partner

Membership Number: 213803

UDIN: 22213803AJIPUN4527

Place: Bengaluru

Date : May 20 2022

Annexure 2 to the Independent Auditor's Report of even date on theStandalone Financial Statements of Mindteck (India) Limited Report on the InternalFinancial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act2013 ("the Act")

We have audited the internal financial controls with reference tostandalone financial statements of Mindteck (India) Limited ("the Company") asof March 31 2022 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls 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("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to theCompany'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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to these standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both issued by ICAI. 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 with reference to these standalone financial statements was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to these standalonefinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to standalone financial statements included obtaining anunderstanding of internal financial controls with reference to these standalone financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to these standalone financial statements.

Meaning of Internal Financial Controls With Reference to theseStandalone Financial Statements

A company's internal financial controls with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial controls with reference to these standalonefinancial statements includes those policies and 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 asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference tothese Standalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to these standalone financial statements including the possibility of collusionor improper management override of controls material misstatements due to error or fraudmay occur and not be detected. Also projections of any evaluation of the internalfinancial controls with reference to these standalone financial statements to futureperiods are subject to the risk that the internal financial control with reference tothese standalone financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls with reference to these standalone financial statements andsuch internal financial controls with reference to these standalone financial statementswere operating effectively as at March 31 2022 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note issued by the ICAI.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number:

101049W/E300004

per Rajeev Kumar

Partner

Membership Number: 213803

UDIN: 22213803AJIPUN4527

Place: Bengaluru

Date : May 20 2022

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