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Mindtree Ltd.

BSE: 532819 Sector: IT
NSE: MINDTREE ISIN Code: INE018I01017
BSE 00:00 | 26 Nov 4451.80 -284.45
(-6.01%)
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NSE 00:00 | 26 Nov 4454.75 -282.55
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OPEN 4736.00
PREVIOUS CLOSE 4736.25
VOLUME 52306
52-Week high 5059.15
52-Week low 1349.25
P/E 52.94
Mkt Cap.(Rs cr) 73,370
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4736.00
CLOSE 4736.25
VOLUME 52306
52-Week high 5059.15
52-Week low 1349.25
P/E 52.94
Mkt Cap.(Rs cr) 73,370
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mindtree Ltd. (MINDTREE) - Auditors Report

Company auditors report

TO THE MEMBERS OF

MINDTREE LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofMINDTREE LIMITED ("the company") which comprise the Balance Sheet as at March31 2021 and the Statement of Profit and Loss (including Other comprehensive Income) theStatement of cash Flows and the Statement of changes in Equity for the year then endedand 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 ("the act") in the manner sorequired and give a true and fair view in conformity with the Indian accounting Standardsprescribed under section 133 of the act read with the companies (Indian accountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of company as at March 31 2021 and its profittotal comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on auditing specified under section 143(10) of the act(SAS). Our responsibilities under those Standards are further described in theauditor's Responsibility for the audit of the Standalone Financial Statements sectionof our report. We are independent of the company in accordance with the code of Ethicsissued by the Institute of chartered accountants of India ("ICAI") together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial 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 of thecurrent period. these matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matter described below to bethe key audit matter to be communicated in our report.

Key Audit Matter Auditor's Response
1 Expected credit loss: Principal audit procedures performed
As described in note 2.2 (ix) of the standalone financial statements for the year ended March 31 2021 the management has determined the allowance for credit losses based on historical loss experience adjusted to reflect the impact of the economic conditions. The allowance for credit loss model requires consideration of the effect of COVID-19 pandemic event on the customers' business operations/ability to pay dues. We have performed the following procedures:
Based on such analysis the Company has recorded an allowance aggregating to Rs. 448 Million as at March 31 2021 considered in Note 8.2 of the standalone financial statements. i. Evaluated the design and implementation including the operating effectiveness of the controls over :
We identified allowance for credit losses as a key audit matter because the Company exercises significant the expected credit losses. Basis of consideration of the impact of the economic conditions completeness and accuracy of the data used in estimation of probability of default computation of the expected credit loss allowance
ii. Carried out inquiries with the management to understand the impact of COVID-19 in terms of identification of distressed customers and evaluation of recoverability of dues extension in contractual terms for collections.
iii. Tested the completeness and accuracy of the ageing of accounts receivable data.
iv. Selected a sample of the customers and Verified publicly available credit reports and other information relating to the company's customers to test if the management had correctly considered the adjustments to credit risk.
Obtained and verified the details of credit period extension granted to the customers and developed an expectation of similar extensions across other customers of the Company.
v. Recomputed the expected credit loss allowance considering the above determined input data and compared the amounts so recomputed with the amounts recorded by the management to determine if there were any material differences individually or in the aggregate.

Information Other than the Financial Statements and auditor'sReport thereon

The company's Board of Directors is responsible for the otherinformation. the other information comprises the information included in the Message fromthe chairman Message from the CEO & MD Message from the CFO Management Discussionand analysis Business Responsibility Report Director's Report corporateGovernance Risk Management Report and Global Presence but does not include theconsolidated (including financial statements prepared in accordance with InternationalFinancial Reporting Standards as issued by the International accounting Standards Board)and standalone financial statements and our auditor's report thereon which weobtained prior to the date of this auditor's report and any other information whichis expected to form part of the annual report which is expected to be made available tous after that date.

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

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed on the other information thatwe obtained prior to the date of this auditor's report we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone FinancialStatements the company's Board of Directors is responsible for the matters stated insection 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 cash flows and changes in equity of the company inaccordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statement that give a true and fair view and are free from materialmisstatement whether due 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 Responsibility for the audit of the Standalone FinancialStatements

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 financial 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 system in place and theoperating effectiveness of such controls.

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

Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on thecompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone 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 conditionsmay cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

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 of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation prECLudespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. as required by section 143(3) of the act based on our audit wereport 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 Othercomprehensive Income the Statement of cash Flows and the

Statement of Changes in Equity dealt with by this Report are inagreement with the books of account. d) In our opinion with the Ind comply the aforesaidstandalone financial statements AS specified under Section 133 of the act.

e) On the basis of the written representations received from thedirectors as on March 31 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2021 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 overfinancial reporting of the company and the operating effectiveness of such controls referto our separate Report in "annexure a". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the company's internalfinancial controls over financial reporting.

g) With respect to the other matters to be included in theauditor's Report in accordance with the requirements of section 197(16) of the actas amended: In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid/provided by the company to its directorsduring the year is in accordance with the provisions of section 197 of the act.

h) With respect to the other matters to be included in theauditor's Report in accordance with Rule 11 of the companies (audit and auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. the company has disclosed the impact of pending litigations on itsfinancial position in its standalone 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;

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

2. as required by the companies (auditor's Report) Order 2016("the Order") issued by the central Government in terms of Section 143(11) ofthe act we give in "annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial controls Over Financial Reportingunder clause (i) of Sub-section 3 of Section 143 of the companies act 2013 ("theact") We have audited the internal financial controls over financial reporting ofMINDTREE LIMITED ("the company") as of March 31 2021 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 thecompany'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. these responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its the prevention and detectionof frauds and errors the accuracy and completeness of the accounting records and thetimely preparation of reliable financial information as required under the companies act2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance note on audit of Internal Financial controls OverFinancial Reporting (the "Guidance note") issued by the Institute of charteredaccountants of India and the Standards on auditing prescribed under Section 143(10) of thecompanies act 2013 to the extent applicable to an audit of internal financial controls.those Standards and the Guidance note require that we comply with ethical requirements andplan and 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 performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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 ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial controls Over Financial Reporting acompany'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 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 assetsthat could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2021 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 Chartered Accountants of India.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

(i) (a) the company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) the company has a program of verification of fixed assets to coverall the items in a phased manner over a in our opinion is reasonable having regard to thesize of the company and the nature of its assets. Due to the restrictions and safetymeasures initiated on account of the COVID-19 pandemic the company was able to completethe verification of March 31 2021 and has planned to cover the balance assets along withthe coverage required under the program during the financial year 2021-22. according tothe information and explanation given to us with regard to the extent of asset coverageduring the year no material discrepancies were noticed on such verification.

(c) according to the information and explanations given to us and therecords examined by us and based on the examination of the registered conveyance deed/approved building plan provided to us we report that the title deeds comprising all theimmovable properties of buildings which are freehold as at the balance sheet date areheld in the name of the Company. In respect of immovable properties of land that have beentaken on lease the lease agreements are in the name of the Company where the Company isthe lessee in the agreement.

(ii) the company does not have any inventory and hence reporting underclause (ii) of the Order is not applicable.

(iii) the company has not granted any loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under section 189 of the act.

(iv) In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions of Section 186 of the act inrespect of investments made. according to the information and explanations given to usthe company has not granted any loan or provided any guarantees and securities.

(v) according to the information and explanations given to us thecompany has not accepted any deposits during the year and does not have any unclaimeddeposits.

(vi) Having regard to the nature of the company's business/activities reporting under clause (vi) of the Order with regard to cost records is notapplicable.

(vii) according to the information and explanations given to us inrespect of statutory dues:

(a) the company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-taxGoods and Services tax Sales tax Service tax customs Duty Excise Duty Value addedtax cess and other material statutory dues applicable to it to the appropriateauthorities.

(b) Details of dues of Income-tax Sales tax Service tax customsDuty Excise Duty and Value added tax which have not been deposited as on March 31 2021on account of disputes are given below:

Name of the statute Nature of dues Forum where dispute is pending Period to which the amount relates Amount (Rs. in million)
High court of Karnataka AY 2008-09 and AY 2009-10 27.69#
Commissioner of Income taxes (Appeals) AY 2002-03 to 2004-05 147.29*
AY 2007-08 and 2008-09 3.14**
AY 2010-11 5.65
Income-tax act 1961 Income-tax AY 2013-14 and 2014-15 15.43
Income tax appellate tribunal AY 2005-06 and AY 2007-08 27.92***
Assessing Officer AY 2006-07 -****
AY 2009-10 3.15#
Customs Excise and Service tax July 2003 to May 2008 125.83##
The Finance act 1994 Service tax Appellate Tribunal commissioner (appeals) - LtU March 2008 to March 2009 0.68###
The Karnataka Sales tax act 1957 Value added tax Assistant Commissioner of commercial taxes (Recovery) Upto July 2004 0.29####
The central Sales tax act 1956 Sales tax Commissioner (Appeals) 2011-12 0.46
Maharashtra Value added tax act 2002 Value added tax Joint commissioner of Sales tax 2013-14 0.17
* Net of Rs. 177.47 Million adjusted against amount paid under protest and refunds.
** Net of Rs. 18.13 Million adjusted against refunds.
*** Net of Rs. 33.18 Million adjusted against amount paid under protest and refunds.
**** Net of Rs. 57.67 Million adjusted against refunds.
# Net of Rs. 307.35 Million adjusted against refunds.
## Net of Rs. 30.03 Million adjusted against amount paid under protest.
### Net of Rs. 0.12 Million adjusted against amount paid under protest.
#### Net of Rs. 0.50 Million adjusted against amount paid under protest.

(viii) In our opinion and according to the information and explanationsgiven to us the company has not defaulted in repayment of loans to bank and government.there are no borrowings from financial institutions and the company has not issued anydebentures. (ix) the company has not raised moneys by way of initial public offer orfurther public offer (including debt instruments) or term loans and hence reporting underclause (ix) of the Order is not applicable.

(x) to the best of our knowledge and according to the information andexplanations given to us no fraud by the company and no material fraud on the company byits officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the company has paid / provided managerial remuneration in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe act.

(xii) the company is not a nidhi company and hence reporting underclause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the company is in compliance with Section 177 and 188 of the act for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of the Order is not applicable to the company.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the company has not entered into any non-cash transactionswith its directors or directors of its subsidiaries or persons connected with them andhence provisions of section 192 of the Act are not applicable.

(xvi) the company is not required to be registered under section 45-Iaof the Reserve Bank of India act 1934.

For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration no. 008072S)
Monisha Parikh
Partner
(Membership no. 47840)
Bengaluru april 16 2021 UDIn: 21047840aaaaBH3912

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