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Mindtree Ltd.

BSE: 532819 Sector: IT
NSE: MINDTREE ISIN Code: INE018I01017
BSE 00:00 | 17 Aug 1029.50 -7.55
(-0.73%)
OPEN

1102.00

HIGH

1102.00

LOW

1013.45

NSE 00:00 | 17 Aug 1028.90 -10.95
(-1.05%)
OPEN

1040.65

HIGH

1049.25

LOW

1013.40

OPEN 1102.00
PREVIOUS CLOSE 1037.05
VOLUME 65940
52-Week high 1102.00
52-Week low 439.20
P/E 25.64
Mkt Cap.(Rs cr) 16,903
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1102.00
CLOSE 1037.05
VOLUME 65940
52-Week high 1102.00
52-Week low 439.20
P/E 25.64
Mkt Cap.(Rs cr) 16,903
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mindtree Ltd. (MINDTREE) - Auditors Report

Company auditors report

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements ofMINDTREE LIMITED ("the Company") which comprise the Balance Sheet as at March31 2018 and the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the Indian Accounting Standards(Ind AS) prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other accounting principles generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalonefinancial statements based on our audit. In conducting our audit we have taken intoaccount the provisions of the Act the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and theRules made thereunder and the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about armaterial misstatement.whetherthestandalonefinancialstatements An audit involves performing procedures to obtainaudit evidence about the amounts and the disclosures in the standalone financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone financial statementswhether due to fraud or error. In making those risk assessments the auditor considersinternal financial control relevant to the Company's preparation of the standalonefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to usthe aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the Ind AS and other accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2018 and its profit totalcomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report that: a) We havesought 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 including Other Comprehensive Income the Cash Flow Statement and Statement ofChanges in Equity dealt with by this Report are in agreement with the books of account. d)In our opinion the aforesaid standalone financial statements comply with the Ind ASprescribed under section 133 of the Act. e) On the basis of the written representationsreceived from the directors of the Company as on March 31 2018 taken on record by theBoard of Directors none of the directors is disqualified as on March 31 2018 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 Rule 11 of the Companies (Audit and Auditors)

Rules 2014 as amended in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its standalone financialstatements; ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses iii. There has been nodelay in transferring amounts required to be transferred to the Investor Education andProtection 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.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm's Registration No. 008072S)

V. Balaji

Partner

(Membership No. 203685)

Bengaluru April 18 2018

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 financialreporting of MINDTREELIMITED ("the Company") as of March 31 2018 in conjunction controlsover withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintainingfinancialcontrols 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 company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting 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 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 of internalfinancial controls over financial reporting assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements 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 system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally 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 financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that 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 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm's Registration No. 008072S)

V. Balaji

Partner

(Membership No. 203685)

Bengaluru April 18 2018

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 period of 3 opinion is reasonable having regardto the size of the Company and the nature of its assets. Pursuant to the program certainfixed assets were physically verified by the Management during the year. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

(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/ activitiesreporting under clause (vi) of the Order with regard to cost records is not applicable.

(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-tax Goodsand Services Tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cessand other material statutory dues applicable to it to the appropriate authorities. Therewere no undisputed amounts payable in respect of Provident Fund Employees' StateInsurance Income-tax Goods and Services Tax Sales Tax Service Tax Customs DutyExcise Duty Value Added Tax Cess and other material statutory dues in arrears as atMarch 31 2018 for a period of more than six months from the date they became payable. (b)Details of dues of Income-tax Sales Tax Service Tax Customs Duty Excise Duty and ValueAdded Tax which have not been deposited as on March 31 2018 on account of disputes aregiven below:

Name of the statute Nature of dues Forum where dispute is pending Period to which the amount relates Amount ` ( in million)
AY 2002-03 to 2004-05 147.29*
Commissioner of Income Taxes (Appeals)
AY 2007-08 and 2008-09 3.14**
Income-tax Act 1961 Income-tax AY 2013-14 and 2014-15 15.43
Income Tax Appellate Tribunal AY 2005-06 to 2007-08 27.92***
Assessing Officer AY 2006-07 to 2009-10 30.84****
Customs Excise and Service Tax July 2003 to May 2008 125.83#
The Finance Act 1994 Service tax Appellate Tribunal
Commissioner (Appeals)- LTU April 2008 to March 2009 0.68##
The Karnataka Sales Tax Act 1957 Value added tax Assistant Commissioner of Upto July 2004 0.29###
Commercial Taxes (Recovery)
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 ` 177.47 Mio adjusted against amount paid under protestand refunds. ** Net of ` 18.13 Mio adjusted against refunds.

*** Net of ` 33.18 Mio adjusted against amount paid underprotest and refunds. **** Net of ` 365.02 Mio adjusted against refunds.

# Net of ` 30.03 Mio adjusted against amount paid underprotest.

## Net of ` 0.12 Mio adjusted against amount paid underprotest.

### Net of ` 0.50 Mio adjusted against amount paid underprotest.

(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 accordingto the information and explanations given to us no fraud by the Company and no materialfraud on the Company by its officers or employees has been noticed or reported during theyear (xi) In our opinion and according to the information and explanations given to usthe Company has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the 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 preferential allotment orprivate placement of shares or fully or partly convertible debentures and hence reportingunder 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)

V. Balaji

Partner

(Membership No. 203685)

Bengaluru April 18 2018