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MPS Ltd.

BSE: 532440 Sector: Services
NSE: MPSLTD ISIN Code: INE943D01017
BSE 00:00 | 23 Jul 633.90 -1.35
(-0.21%)
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640.00

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644.80

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627.65

NSE 00:00 | 23 Jul 631.70 -4.70
(-0.74%)
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641.50

HIGH

645.05

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OPEN 640.00
PREVIOUS CLOSE 635.25
VOLUME 1783
52-Week high 685.00
52-Week low 277.00
P/E 19.19
Mkt Cap.(Rs cr) 1,144
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 640.00
CLOSE 635.25
VOLUME 1783
52-Week high 685.00
52-Week low 277.00
P/E 19.19
Mkt Cap.(Rs cr) 1,144
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MPS Ltd. (MPSLTD) - Auditors Report

Company auditors report

To the Members of MPS Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

We have audited the standalone financial statements of MPS Limited("the Company") which comprise the standalone balance sheet as at 31 March2021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information (togetherreferred to as "the financial statements").

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 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2021and profit and other comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs 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 together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the Standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

Description of Key Audit Matter

Revenue from Contract with customers

The key audit matter How the matter was addressed in our audit
Revenue recognition involves certain key judgements relating to terms specified in the contract including measuring performance using percentage-of- completion method. Refer note 2.9 to the standalone financial statements. Our audit procedures on revenue recognized from contracts included:
• Tested the effectiveness of control related to revenue recognition.
• Selected sample of contracts and performed the following procedures:
• Read analysed and identified the distinct performance obligations in these contracts.
• Compared these performance obligations with that identified and recorded by the Company.
• Evaluated communication agreed price list and payment terms of invoice in these contracts.
In respect of samples relating to fixed price contracts progress towards satisfaction of performance obligation used to compute recorded revenue was verified with estimated efforts computed.

Accounting for Business combinations

The key audit matter How the matter was addressed in our audit
As explained in note 39 to the standalone financial statements the Company has done the acquisition of the HighWire Press US Business at a purchase consideration of INR 5181 Lacs through its US branch. In view of the significance of the matter we applied the following audit procedures in this area amongst others to obtain sufficient appropriate audit evidence:
• reviewed asset purchase agreements and share purchase agreement to determine whether the appropriate intangible assets have been identified and that no unusual terms exist that have not been accounted for;
This being a Business Combination thus based on the purchase price allocation to the various identifiable acquired assets and assumed liabilities goodwill of INR 3450 Lacs has been recognized.
• involved independent valuation specialist to assist in evaluation of the valuation assumptions used for fair valuation of the assets and liabilities acquired; and
In accounting for a business combination there is judgement and inherent uncertainty in the estimation used in allocating the overall purchase price to the different assets and liabilities that make up the acquisition. Accordingly we have identified this as a key audit matter.
• evaluated the adequacy of the financial statement disclosures.

Other Information

The Company's management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditors' 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 whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibility for the StandaloneFinancial Statements

The Company's Management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit and other comprehensive income

changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgements and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities 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 professionaljudgement 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 standalonefinancial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures in the standalone financialstatements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting and based on the audit evidenceobtained whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However future events orconditions may 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.

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 auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government in terms of section 143 (11) ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the 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 havebeen kept by the Company so far as it appears from our examination of those books.

(c) The standalone balance sheet the standalone statement of profitand loss (including other comprehensive income) the standalone statement of changes inequity and the standalone statement of cash flows dealt with by this Report are inagreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Ind AS specified under section 133 of the Act.

(e) On the basis of the written representations received from thedirectors as on 31 March 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 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 controlswith reference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors)

Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31March 2021 on its financial position in its standalone financial statements - Refer Note36 to the standalone financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

iv. The disclosures in the standalone financial statements regardingholdings as well as dealings in specified bank notes during the period from 8 November2016 to 30 December 2016 have not been made in these standalone financial statements sincethey do not pertain to the financial year ended 31 March 2021.

(C) With respect to the matter to be included in the Auditors' Reportunder section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No. 101248W/W-100022

Shashank Agarwal
Partner
Place: Gurugram Membership No. 095109
Date: 26 May 2021 ICAI UDIN: 21095109AAAADM2867

Annexure A referred to in paragraph (1) under 'Report on Other Legaland Regulatory Requirements' in our Independent Auditor's Report to the members of MPSLimited on the Standalone Financial Statements for the year ended 31 March 2021 we reportthat:

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

(b) The Company has a regular program of physical verification of itsfixed assets by which all fixed assets are verified every year which in our opinion isreasonable having regard to the size of the Company and nature of its fixed assets. Inaccordance with this program all fixed assets have been physically verified by themanagement during the year. The discrepancies noticed on such verification were notmaterial.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of theimmovable property are held in the name of the Company except for the following:

S.No. Particulars of immovable property Net block as at 31 March 2021 (INR in Lacs) Remarks
1 Office space at Building located at 137 Residency Road Bangalore admeasuring 62349 square feet 1199.53 The title deeds for building and undivided portion of land are held in the name of HMG Ambassador Property Management Private Limited represented by 14750000 equity shares of INR 10 each representing the value of land and buildings with irrevocable right of permanent occupation.
2 Office space at Building located at 135 Brigade Road Bangalore admeasuring 10000 square feet 46.91 The title deeds for building and undivided portion of land admeasuring 10000 square feet are in the name of Brigade Marketing Company Private Limited erstwhile Company that was merged with Macmillan India Limited (now MPS Limited) under Section 391 to 394 of the Companies Act 1956 in terms of the Honorable Karnataka High Court order dated 21 June 2005.

(ii) The Company is a service company primarily engaged in thebusiness of providing publishing solutions. Accordingly it does not hold any physicalinventories. Thus paragraph 3(ii) of the Order is not applicable.

(iii) According to the information and explanations given to us theCompanies has no outstanding loan which was granted in the previous year to companiescovered in the register maintained under section 189 of the Companies Act 2013('Act").

(a) The Company has not granted any new loan during the year henceprovision of paragraph 3(iii) (a) of the order is not applicable.

(b) The schedule of repayment of principal and payment of interest hasbeen stipulated and the repayments and receipts are regular.

(c) No loan is outstanding as at 31 March 2021 hence provision ofparagraph 3(iii) (c) of the order is not applicable.

(iv) According to the information and explanations given to us and onthe basis of our examination of the records the Company has not provided any

guarantees or security to the parties covered under Section 185 andSection 186 of the Act Further in respect of loan granted and investment made by thecompany the provision of section 185 and 186 of the Act as applicable have beencomplied with.

(v) According to the information and explanations given to us theCompany has not accepted any deposits as mentioned in the directives issued by the ReserveBank of India and the provisions of section 73 to 76 or any other relevant provisions ofthe Act and the rules framed there under.

(vi) The Central Government has not prescribed the maintenance of costrecords under sub section (1) of section 148 of the Act for any of the activities carriedout by the Company.

(vii) (a) According to the information and explanations

given to us and on the basis of our examination of the records of theCompany amounts deducted / accrued in the books of account in respect of undisputedstatutory dues including Provident

Fund Employees' State Insurance Income- tax Goods and Service taxService tax and other material statutory dues have been regularly deposited during theyear by the Company. As explained to us the provisions relating to Value added tax Salestax Cess Duty of excise and Duty of customs are not applicable to the Company.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome-tax Goods and Service tax Service tax and other material statutory dues were inarrears as at 31 March 2021 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us thereare no dues of Income tax Goods and Service tax Sales tax Value added tax and Servicetax which have not been deposited with the appropriate authorities on account of anydispute except as mentioned below:

Name of the statute Nature of the dues Amount (Rupees in Lacs)* Period to which the amount relates Payment under protest/refund adjusted (Rupees in Lacs) Forum where dispute is pending
Income tax Act 1961 Income tax 86.68 AY 2006-07 # - CIT (A)
Income tax Act 1961 Income tax 131.98 AY 2007-08 # - Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 12.95 AY 2009-10 - Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 187.57 AY 2010-11 # - CIT (A)
Income tax Act 1961 Income tax 178.58 AY 2011-12 # - Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 88.85 AY 2012-13 88.85 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 27.61 AY 2016-17 27.61 Assessing officer
Income tax Act 1961 Income tax 60.98 AY 2017-18 - CIT(A)
Finance Act 1994 Service tax 718.25 Financial year 2008-09 to 2012-13 53.86 Director General of Central Excise Intelligence (India)

* amount as per demand orders wherever indicated in the order.

# opted for 'Vivad se Vishwas' scheme and payment has been done in themonth of ApriL'21

(viii) The Company does not have any loans or borrowings from anyfinancial institutions banks government or debenture holders during the year.Accordingly paragraph 3 (viii) of the Order is not applicable.

(ix) According to the information and explanations given to us theCompany has not raised money by way of initial public offer or further public offer(including debt instruments) or term loans. Accordingly paragraph 3(ix) of the Order isnot applicable.

(x) According to the information and explanations given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the year.

(xi) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the managerial remunerationhas been paid or provided by the Company in accordance with provisions of section 197 readwith Schedule V of the Act.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there are no transactions withthe related parties which are not in compliance with Section 177 and 188 of the Act andthe details have been disclosed in the Standalone Financial Statements as required bythe applicable accounting standards.

(xiv) According to the information and explanation given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicable.

(xv) According to information and explanations given to us the Companyhas not entered into any non-cash transactions with directors or persons connected withthem. Accordingly paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No. 101248W/W-100022
Shashank Agarwal
Partner
Place: Gurugram Membership No. 095109
Date: 26 May 2021 ICAI UDIN: 21095109AAAADM2867

Annexure B to the Independent Auditors' report on the standalonefinancial statements of MPS Limited for the year ended 31 March 2021.

Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

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

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of MPS Limited ("the Company") as of 31 March2021 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to standalone financial statements and suchinternal financial controls were operating effectively as at 31 March 2021 based on theinternal financial controls with reference to standalone financial statements 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 (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation

of reliable financial information as required under the Companies Act2013 (hereinafter referred to as "the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. 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 standalone financial statements were established andmaintained and whether 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 standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone financial statements included obtaining an understanding ofsuch internal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the standalone 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 with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to StandaloneFinancial Statements

A company's internal financial controls with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to standalone financial statementsinclude those policies and procedures that (1) pertain to the maintenance of records thatin reasonable detail accurately and fairly reflect the transactions and dispositions ofthe assets of the company; (2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; 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 standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No. 101248W/W-100022

Shashank Agarwal
Partner
Place: Gurugram Membership No. 095109
Date: 26 May 2021 ICAI UDIN: 21095109AAAADM2867

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