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MPS Ltd.

BSE: 532440 Sector: Services
NSE: MPSLTD ISIN Code: INE943D01017
BSE 15:29 | 17 Aug 519.00 -5.80
(-1.11%)
OPEN

523.45

HIGH

523.45

LOW

518.60

NSE 15:19 | 17 Aug 519.00 -5.40
(-1.03%)
OPEN

530.40

HIGH

531.00

LOW

517.25

OPEN 523.45
PREVIOUS CLOSE 524.80
VOLUME 995
52-Week high 716.35
52-Week low 495.10
P/E 14.31
Mkt Cap.(Rs cr) 966
Buy Price 518.00
Buy Qty 50.00
Sell Price 519.80
Sell Qty 10.00
OPEN 523.45
CLOSE 524.80
VOLUME 995
52-Week high 716.35
52-Week low 495.10
P/E 14.31
Mkt Cap.(Rs cr) 966
Buy Price 518.00
Buy Qty 50.00
Sell Price 519.80
Sell Qty 10.00

MPS Ltd. (MPSLTD) - Auditors Report

Company auditors report

To the Members of MPS Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MPS Limited("the Company") which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss the Statement of Changes in Equity and the Statement of CashFlows for the year then ended and summary of the significant accounting policies andother explanatory information (hereinafter referred to as "the Ind AS financialstatements").

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit/loss and other comprehensive income changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing 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 of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financialstatements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit of thestandalone Ind AS financial statements in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We are also responsible to 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 entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information

and according to the explanations given to us the aforesaid standalone Ind ASfinancial statements give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31 March 2018 its profitand other comprehensive income changes in equity and its cash flows for the year ended onthat date.

Other Matters

The transition date opening balance sheet as at 1 April 2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by the predecessor auditor whose report for the year ended 31 March2016 dated 17 May 2016 expressed an unmodified opinion on those standalone financialstatements as adjusted for the differences in the accounting principles adopted by theCompany on transition to the Ind AS which have been audited by us. Our opinion is notmodified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books

c) The Balance Sheet the Statement of Profit and Loss the Cash Flow Statement andStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of

the directors is disqualified as on 31 March 2018 from being appointed as a director interms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financialcontrols with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

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 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements; Refer Note 33 to the standaloneInd AS financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material forseeable losses.

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

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made since they do not pertain to the financial year ended 31 March 2018. Howeveramounts as appearing in the audited Standalone Ind AS financial statements for the periodended 31 March 2017 have been disclosed.

For B S R & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 101248W/W-100022

Shashank Agarwal
Place: Gurugram Partner
Date: 23 May 2018 Membership Number: 095109

Annexure A referred to in our Independent Auditor's Report to the members of MPSLimited on the Standalone Financial Statements for the year ended 31 March 2018 we reportthat:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and

situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets bywhich all fixed assets are verified every year which in our opinion is reasonablehaving regard to the size of the Company and nature of its fixed assets. In accordancewith this program all fixed assets have been physically verified by the management duringthe year. The discrepancies noticed on such verification were not material.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable property areheld in the name of the Company except for the following:

S. No. Particulars of immovable property Net block as at 31 March 2018 Remarks
1 Office space at Building located at 137 Residency Road Bangalore admeasuring 62349 square feet INR 1260.57 Lacs 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 INR 51.07 Lacs 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 under Section 391 to 394 of the Companies Act 1956 in terms of the Honorable Karnataka High Court order dated 21June 2005.

(ii) The Company is a service company primarily engaged in the business of providingpublishing solutions. Accordingly it does not hold any physical inventories. Thusparagraph 3(ii) of the Order is not applicable.

(iii) According to the information and explanations given to us the Company hascomplied with the provisions of section 186 of the Act in respect of making investments.The Company has not granted any loans provided any security or guarantees under section185 and has not granted any loans or provided any securities or guarantees under section186 of the Act.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company provisions of Section 185 and 186 of the Actare not applicable to the Company. Accordingly paragraph 3(iv) of the Order is notapplicable

(v) According to the information and explanations given to us the Company has notaccepted any deposits as mentioned in the directives issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the Act and therules framed there under.

(vi) The Central Government has not prescribed the maintenance of cost records undersub section (1) of section 148 of the Act for any of the activities carried out by theCompany.

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

given to us and on the basis of our examination of the records of the Company amountsdeducted/accrued in the books of account in respect of undisputed statutory dues includingProvident Fund Employees' State Insurance Income- tax Service tax Sales tax Valueadded tax Cess and other material statutory dues have generally been regularly depositedduring

the year by the Company with the appropriate authorities. As explained to us theprovisions relating to Duty of excise and Duty of customs are not applicable to theCompany.

According to the information and explanations given to us no undisputed amountspayable

in respect of Provident Fund Employees' State Insurance Income-tax Sales tax Valueadded tax Service tax Cess and other material statutory dues were in arrears as at 31March 2018 for a period of more than six months from the date they became payable exceptthe following:

Name of statute

Nature of dues

Amount (INR in Lacs)

Period to which it relates

Due Date

Date of deposit

Employees Provident Funds and Miscellaneous Provisions Act 1952 Provident fund 2.44 2003 15th of following month Not paid

(b) According to the information and explanations given to us there are no dues ofIncome tax Sales tax Value added tax and Service tax which have not been depositedwith the appropriate authorities on account of any dispute except as mentioned below:

Name of the statute

Nature of the dues

Amount (INR in Lacs)*

Period to which the amount relates

Payment under protest in (INR in Lacs)

Forum where dispute is pending

Income tax Act 1961 Income tax 19.00 AY 2002-03 - High Court
Income tax Act 1961 Income tax 31.71 AY 2007-08 - Assessing officer
Income tax Act 1961 Income tax 104.78 AY 2008-09 - High Court
Income tax Act 1961 Income tax 12.95 AY 2009-10 - Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 174.58 AY 2010-11 77.33 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 229.57 AY 2012-13 - Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 14.05 AY 2016-17 - Assessing officer
Finance Act 1994 Service tax 364.58 Financial year 200304 to 2008-09 35.00 Customs and Excise Service Tax Appellate Tribunal
Finance Act 1994 Service tax 718.25 Financial year 200809 to 2012-13 53.86 Customs and Excise Service Tax Appellate Tribunal

* amount as per demand orders including interest and penalty wherever indicated in theorder

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

(ix) According to the information and explanations given to us the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments) or term loans.

(x) According to the information and explanations

given to us no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the managerial remuneration has been paid orprovided by the Company in accordance with provisions of section 197 read with Schedule Vof the Act.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company there are no transactions with the relatedparties which are not in compliance with Section 177 and 188 of the Act and the detailshave been disclosed in the Standalone Financial Statements as required by the applicableaccounting standards.

(xiv) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not made anypreferentialallotment or private placement of shares or fully or partly convertibledebentures during the year. However during the year ended 31 March 2015 the Company hadraised INR 14999 Lacs through Qualified Institutional Placement (QIP) pursuant to theprovisions of Section 42 of the Companies Act 2013 and the Rules made thereunder andSecurities and Exchange

Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009. Theproceeds of the issue (net of issue expenses of INR 219 Lacs) are to augment funds forgrowth opportunities such as acquisitions and strategic initiatives and general corporatepurposes and any other purposes as may be permissible under applicable law. The Companyhas utilized a sum of INR 2784 Lacs for the purpose for which these proceeds were raised.Further the remaining proceeds of INR 11996 Lacs pending the utilization for theobjects of QIP have temporarily been invested in interest/dividend bearing liquidinstruments including money market mutual funds.

(xv) According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with them. Accordinglyparagraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For B S R & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 101248W/W-100022

Shashank Agarwal
Place: Gurugram Partner
Date: 23 May 2018 Membership Number: 095109

Annexure B to the Independent Auditor's Report of even date on the Standalone FinancialStatements of MPS Limited for the year ended 31 March 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financialcontrols with reference to financial statementsof MPS Limited ("the Company") as of 31 March 2018 in conjunction with our auditof the Standalone Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to financial statementscriteria 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 ('ICAI'). Theseresponsibilities include the design implementation and maintenance of adequateinternalfinancial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued

by the Institute of Chartered Accountants of India. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financialstatements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness ofinternalcontrolbased on the assessed risk. The procedures selected depend on the auditor'sjudgement 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 and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialstatements and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal

financial control with reference to financial statements includes those policies andprocedures 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 as necessary topermit preparation of financialstatements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control

with reference to 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 an adequateinternalfinancial controls system with reference to financialstatements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2018 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls overFinancialReporting issued by the Institute of Chartered Accountants of India.

For B S R & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 101248W/W-100022

Shashank Agarwal
Place: Gurugram Partner
Date: 23 May 2018 Membership Number: 095109