TO,
THE MEMBERS OF,
Mindpool Technologies Limited,
Report on Audit of the Financial Statements
We have audited the accompanying financial statements of Mindpool Technologies
Limited ("the Company"), which comprise the Balance Sheet as at 31st March,
2023, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended,
and a summary of the significant accounting policies and other explanatory information.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the Act
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st
March, 2023, and its profit and its cash flows for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with the standards on auditing specified under
section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards
are further described in the auditors responsibilities for the audit of the financial
statements section of our report. We are independent of the Company in accordance with the
code of ethics issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the rules there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have no key matters to be communicated in our report.
Information other than the financial statements and auditors report thereon
The Companys board of directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
discussion and Analysis, Boards Report including Annexure to Boards Report, Business
Responsibility Report Corporate Governance and Shareholders information, but does not
include the financial statements and our auditors report thereon. Our opinion on the
financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon. In connection with our audit of the financial statements,
our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the standalone financial statements, or
our knowledge obtained during our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information; we are required to report that fact. We have nothing to report
in this regard.
Responsibility of Management and Those Charged with Governance for the Financial
Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The board of directors are responsible for overseeing the Companys financial reporting
process.
Auditors Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are not responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
Evaluate the overall presentation, structure, and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated with
those charged with governance, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditors report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("theOrder")
issued by the Central Government of India in Terms of sub section (11) of section 143 of
the Act, we give in the Annexure A, a statement of the matters specified in the paragraph
3 and 4 of the order.
2. As required by Section143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best
of 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 the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023 from being appointed as a director in terms
of Section 164 (2) of the Act.
a) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in ‘Annexure B. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Companys internal financial controls over
financial reporting.
b) With respect to the matter to be included in the Auditors Report under section
197(16), In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act.
c) 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 and according to the explanations given to us:
i. The Company have pending litigations against them but the management believes that
the litigations will not impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
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For R. B. Sharma & Co. |
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Chartered Accountants |
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F. R. No. 109971W |
|
Sd/- |
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CA Abhinav Sharma |
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M.No. 192590 |
| Place: Pune |
Partner |
| Date: 26/05/2023 |
UDIN: 23192590BGYEHJ1832 |
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 of Our Report on "Other Legal and Regulatory
Requirements" section of our report to the members of MINDPOOL TECHNOLOGIES LIMITED)
(i) (a)(A) The company is maintaining proper records showing full particulars,
including quantitative details and situation of Property, Plant and Equipment.
(B) The company is maintaining proper records showing full particulars of intangible
assets;
(b) The Company has a program of verification of fixed assets to cover all the items in
a phased manner over a period of 3 years which, in our opinion is reasonable having regard
to the size of the Company and nature of its assets. Pursuant to the program, certain
fixed assets were physically verified by the Management during the year. According to the
information and explanations given to us no material discrepancies were noticed on such
verification.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the company, the title deeds of immovable properties (other
than properties where the company is the lessee, and the lease agreements are duly
executed in favor of the lessee) are held in the name of the company.
(d) According to the information and explanations given to us and based on our
examination of the record of the company, the company has not revalued its Property, Plant
and Equipment (including Right of Use assets) or intangible assets or both during the
year.
(e) According to the information and explanations given to us and based on our
examination of the record of the company no proceedings have been initiated or are pending
against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) Company is in the Business of I.T Staffing and other I.T enabled services
hence there is no Physical Inventory in the books of the Company. Hence clause (ii)(a) is
not applicable.
(b) During the year, the Company has not been sanctioned working capital limits in
excess of Rs. 5 crores, in aggregate, from banks based on security of current assets.
(iii) The company has not made investments during the year in companies, Firms,
Limited Liability Partnerships (LLPs) or any other parties, however the company has
granted unsecured loans to a company.
(a) The company has provided unsecured loans to M/s S A Tech Software Pvt Ltd.
(A) The Company has not provided any loans or advances and guarantees or security to
subsidiaries, joint ventures and associates.
(B) The company has provided an aggregate amount of Rs. 2,86,66,783, and balance
outstanding at the balance sheet date is Rs. 2,75,25,283.52 to M/s S A Tech Software Pvt
Ltd.
(b) The terms and conditions of the grant of such loans are not prejudicial to the
Companys interest.
(c) The schedule of repayment of principal and payment of interest has not been
stipulated and repayments or receipts of principal amounts has not yet commenced as on 31st
March 23 and interest has been provided for in the Books for the year ended 31st
March 2023. According to the agreement between the company and SA Technologies Pvt
Ltd, interest is required to be paid monthly, but the company has not received monthly
interest from SA Technologies Pvt Ltd.
(d) The Interest amount overdue for more than ninety days is Rs. 1,80,788/-
(e) No loan is granted or renewed or extended to settle the overdue of existing loans
given to any company.
(f) The company has not granted any loans or advances either repayable on demand or
without specifying any terms or period of repayment.
(iv) In our opinion and according to the information and explanation given to us,
the company has complied with the provisions of section 185 and 186 of the Act, with
respect of the loans and investment made.
(v) In our opinion, the company has complied with the directives issued by the
Reserve Bank Of India, the provisions of the Act and the companies ( Acceptance of
Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted.
According to the information and explanation given to us, no order has been passed by the
Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court
or any other Tribunal, in this regard.
(vi) We have broadly reviewed that no cost records are required to be maintained by
the Company pursuant to the rules made by the Central Government for the maintenance of
cost records under Section 148 of the Act.
(vii) (a) According to the information and explanations given to us and on the basis of
our examination of the records of the company, amounts deducted / accrued in the books of
account in respect of undisputed statutory dues including provident fund, employees state
insurance, income tax, sales- tax, service tax, goods and service tax, duty of customs,
duty of excise, value added tax, cess and other material statutory dues have been
generally regularly deposited during the year by the company with the appropriate
authorities.
b) According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees state insurance, income tax, sales- tax,
service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess
and other material statutory dues were in arrears as at March 31st, 2022 for a period of
more than six months from the date they became payable.
(viii) According to the information and explanations given to us, there are no
transactions recorded in the books of account have been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961, hence, clause
(viii) of Order is not applicable.
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings to
any Lender during the year.
(b) According to the information and explanations given to us, the company is not
declared willful defaulter by any bank or financial institution or other lender.
(c) According to the information and explanations given to us, no Term Loans were
obtained during the year under report.
(d) According to the information and explanations given to us, no funds raised on short
term basis have been utilized for long-term purposes.
(e) The Company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries, associates or joint ventures.
(f) The Company has not raised loans during the year on the pledge of securities held
in its subsidiaries, joint ventures or associate companies; hence the clause (ix) (f) of
the Order is not applicable.
(x) (a) The company did not raise any money by way of initial public offer or
further public offer (including debt instrument) during the year under report.
(b) The information and explanations given to us and based on our examination of the
records of the company, the company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year.
(xi) (a) During the course of our examination of the books and records of the
Company carried out in accordance with the generally accepted auditing practices in India
and according to the information and explanations given to us, we have neither come across
any instance of fraud on or by the Company noticed or reported during the year, nor have
we been informed of such case by the management.
(b) No report under sub-Section (12) of Section 143 of the Companies Act has been filed
by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and
Auditors) Rules 2014 with the Central Government.
(c) We have not considered whistle-blower complaints since there is no compliant
received during the year by the Company.
(xii) In our opinion and according to the information and explanations given to us,
the company is not a Nidhi company. Therefore, clause (xii)(a)(b)(c) are not applicable.
(xiii) All transactions with the related parties are in compliance with section 177
and 188 of the companies act, 2013. The details have been disclosed in the Financial
Statement etc. as required by the Accounting Standard.
(xiv)
(a) As informed by the management the internal auditor has been appointed and Internal
Audit Report will be submitted by him to the Audit Committee hence, we are unable to
Comment on the same.
(b) In framing our Independent Audit Reports, we have not considered the Internal
Auditors Report for the period under audit.
(xv) According to the information and explanations provided to us, the company has
not entered into non-cash transactions with directors or person connected with him as
referred to in section 192 of the Companies Act, 2013.
(xvi) (a) According to the information and explanations provided to us, the
provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to
the Company.
(b) In Our opinion, the Company has not conducted any Non-Banking Financial or Housing
Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank
of India as per the Reserve Bank of India Act 1934.
(c) The Company is not a Core Investment Company (CIC) as defined under the Regulations
by the Reserve Bank of India.
(d) The Group does not have more than one CIC as part of the Group.
(xvii) The Company has not incurred cash losses in the Financial Year and in the
immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year.
(xix) According to the information and explanations provided to us, ageing and
expected dates of realization of financial assets and payment of financial liabilities,
other information accompanying the financial statements, we are of the opinion that no
material uncertainty exists as on the date of the audit report that company is capable of
meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date.
(xx) The provisions related to Corporate Social Responsibility is not applicable in
the preceding financial year, hence, clause (xx)(a)(b) of the Order is not applicable.
(xxi) There are no adverse remarks in the report of company included in the
consolidated financial statements since the wholly owned subsidiary is registered outside
India and Companies (Auditors Report) Order (CARO) is not applicable to the wholly owned
subsidiary.
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For R. B. Sharma & Co. |
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Chartered Accountants |
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F. R. No. 109971W |
|
Sd/- |
|
CA Abhinav Sharma |
| Place: Pune |
M.No. 192590 |
| Date: 26/05/2023 |
Partner |
|
UDIN: 23192590BGYEHJ1832 |
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory
Requirements section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
Sub-section 3 of Section 143 ofthe Companies Act,2013 ("theAct")
We have audited the internal financial controls over financial reporting of MINDPOOL
TECHNOLOGIES LIMITED ("the Company") as of March 31st, 2023, in conjunction
with our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that
1. Pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
2. Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2023, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
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For R. B. Sharma & Co. |
|
Chartered Accountants |
|
F. R. No. 109971W |
|
Sd/- |
|
CA Abhinav Sharma |
|
M.No. 192590 |
|
Partner |
| Place: Pune |
|
|
UDIN: 23192590BGYEHJ1832 |
| Date: 26/05/2023 |
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+91-9892691696
