We have audited the accompanying standalone financial statements of MPS
LIMITED (the Company), which comprise the Balance Sheet as at 31st
March, 2015, 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.
Management''s Responsibility for the Standalone Financial Statements
The Company''s 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 standalone 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 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.
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
We conducted our audit in accordance 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 the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone 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, 2015, and its profit and its
cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 3 and 4 of the Order.
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 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
(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 standalone 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, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
(f) With respect to the other matters to be included in the Auditor''s
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 has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 25.1(i) and
Note 30 to the financial statements;
(ii) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses - Refer Note 25.6 to the financial statements;
(iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company - Refer Note
Annexure to the Independent Auditors'' Report
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
Having regard to the nature of the Company''s business/
activities/results during the year, clauses (ii) and (vi) of paragraph
4 of the Order are not applicable to the Company.
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification
which, in our opinion, provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and
explanation given to us, no material discrepancies were noticed on such
(ii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the Register maintained
under Section 189 of the Companies Act, 2013.
(iii) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
fixed assets and the sale of services. During the course of our audit,
we have not observed any major weakness in such internal control
(iv) According to the information and explanations given to us, the
Company has not accepted any deposit during the year.
(v) According to the information and explanations given to us, in
respect of statutory dues:
(a) The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Employees'' State Insurance, Income-tax,
Sales Tax, Wealth tax, Value Added Tax, Investor Education and
Protection Fund, Customs Duty, Excise Duty, Cess and other material
statutory dues applicable to it and generally been regular in
depositing Service Tax with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth tax,
Service Tax, Value Added Tax, Investor Education and Protection Fund,
Customs Duty, Excise Duty, Cess and other material statutory dues in
arrears as at March 31, 2015 for a period of more than six months from
the date they became payable.
(c) There are no dues of Sales Tax, Wealth tax, Customs Duty, Excise
Duty, Value Added Tax and Cess which have not been deposited as at
March 31, 2015 on account of disputes. Details of dues of Income-tax
and Service Tax which have not been deposited as at March 31, 2015 on
account of disputes are given below:
Name of Nature of Forum where Period Which Amount
statute relats dispute the Amount involved
Income Income tax Income Tax FY 2006-07 112.35
Tax Act Appellate
Income Income tax Income Tax FY 2007-08 163.97
Tax Act Appellate
Income Income tax Income Tax FY 2008-09 12.95
Tax Act Appellate
Income Income tax Income Tax FY 2009-10 174.58
Tax Act Appellate
Finance Service tax Customs and July 2003 to 329.58
Act Excise Service September
Tax Appellate 2008
*amount as per demand orders including interest and penalty wherever
quantified in the order.
(d) In our opinion and according to the information and explanations
given to us, the amount required to be transferred to investor
education and protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder has been transferred to such fund within time.
(vi) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
(vii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
bank. Further, in our opinion and according to information and
explanations given to us, the Company did not have any amount
outstanding to financial institutions or debenture holders.
(viii) According to the information and explanations given to us, the
Company has not given guarantees for loans taken by others from banks
and financial institutions.
(ix) According to the information and explanations given to us, the
Company has not taken any term loan during the year.
(x) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
(Firm Registration No. 015125N)
GURGAON, May 25, 2015 (Membership No.094468)