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Info-Drive Software Ltd.

BSE: 530703 Sector: IT
NSE: INFODRIVE ISIN Code: INE804D01029
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NSE 05:30 | 01 Jan Info-Drive Software Ltd
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VOLUME 189801
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52-Week low 0.11
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.14
CLOSE 0.14
VOLUME 189801
52-Week high 0.21
52-Week low 0.11
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Info-Drive Software Ltd. (INFODRIVE) - Auditors Report

Company auditors report

To the Members of Info-Drive Software Limited

Report on the Financial Statements:

I have audited the accompanying standalone financial statements of Info-Drive SoftwareLimited ('the Company') which comprise the balance sheet as at 31 March 2016 thestatement of profit and loss and the cash flow statement for the year then ended and asummary of signi cant accounting policies and other explanatory information.

Management's Responsibility for the 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 andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility:

My responsibility is to express an opinion on these standalone financial statementsbased on my audit. I have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made there-under.

I conducted my audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements. I believe that the auditevidence I have obtained is sufficient and appropriate to provide a basis for my auditopinion on the standalone financial statements.

Opinion:

1. According to the information and explanations given to me and in accordance with theprovisions of the Companies Act 2013 the Annual e- ling forms for the financial yearending 31 st March 2014 and 31 st March 2015 and event based forms with regards toincrease in authorised share capital sub-division of equity shares of the companyallotment of Foreign Currency Convertible Bonds (FCCBs) and allotment of equity sharesconsequent upon conversion of FCCBs for the period from 1 st April 2014 to 31 st March2016 were still pending ling as on 31 st March 2016.

2. Without qualifying my opinion:

a. I draw attention to Note e of Notes forming part of financial statements for theyear ended March 31 2016 in connection with the value of investments: The value ofinvestments in Info-Drive Software Inc USA (wholly owned subsidiary) have diminished anderoded the entire capital of the company as on the date of balance sheet. No provision forsuch diminution in value of investments is made in the books of the company.

Subject to the above in my opinion and to the best of my information and according tothe explanations given to me the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2016 and its profit and its cash flows for the yearended on that date. applicable.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act Igive in the Annexure a statement on the matters specified in the paragraph 3 and 4 of theOrder to the extent applicable.

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

a. I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purposes of my audit.

b. in my 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 accounts of the branch office situated at Singapore have not been audited forthe year. These financial statements and other financial information have beenincorporated in the standalone financial statements based on un-audited financialstatements as certified by the management of the company as audited financial statementsof the branch office as at 31 st March 2016 are not available.

d. the balance sheet the statement of profit and loss and the cash flow statementdealt with by this Report are in agreement with the books of account;

e. in my opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

f. on the basis of the written representations received from the directors as on 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of Section164 (2) of the Act;

g. with respect to the adequacy of the internal financial controls over financialreporting of the company and operating effectiveness of such controls refer to myseparate report in Annexure 'B'; and

h. 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 my opinionand to the best of my information and according to the explanations given to me:

i. the Company has disclosed the impact of pending litigations on its financialposition in its financial statements;

ii. the Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses;

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

For K.S. Reddy Associates
Chartered Accountants
F.R.N: 009013S
Place: Chennai K. Subba Reddy (Proprietor)
Date: May 30 2016. M.No.208754

Annexure 'A' to the Auditors' Report

The Annexure referred to in my Independent Auditors' Report to the members of theCompany on the standalone financial statements for the year ended 31 March 2016 I reportthat:

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

(b) Fixed assets have been physically verified by the management at reasonableintervals. No discrepancies were noticed on such veri cation. In my opinion the physicalveri cation is reasonable having regard to the size of the Company and the nature of itsassets.

(ii) The Company is a service company primarily rendering software services.Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of the Orderis not applicable.

(iii) (a) The Company has granted loans to three wholly owned subsidiary companiescovered in the register maintained under section 189 of the Companies Act 2013 ('theAct'). The terms and conditions of the grant of such loans are not prejudicial to theinterest of the company looking to long term business exigencies/purposes.

(b) No formal schedule of repayment has been made for receipt of principal amount andas such in the absence of such repayment schedule I am unable to comment if the same arebeing repaid timely.

(c) As explained there is no overdue amount for more than ninety days all the loanswhere the amounts is more than rupees one lac reasonable steps have been taken by thecompany for recovery of principal and interest wherever applicable.

(iv) In my opinion and according to the information and explanations given to me inrespect of loans guarantees and security the provisions of section 185 and 186 of theAct have been complied with.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.

(vii) a) The company is not regular in depositing the Income-tax dues and tax deductedat source (TDS) in to the Government Account. Subject to that according to the recordsinformation and explanations provided to me the company is generally regular indepositing with appropriate authorities undisputed amount of Provident Fund Employees'State Insurance Income Tax Sales Tax Wealth Tax Service Tax and any other statutorydues applicable to it and no undisputed amounts payable were outstanding as at 31st March2016 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to me there are no dues ofsales-tax income-tax customs duty wealth tax service tax excise duty and cess whichhave not been deposited on account of any dispute except the following.

Name of Statute Nature of the Dues Amount (Rs) Period to which the amount relates Forum where the dispute is pending
Income-tax Income-tax 0 AY 2004-05 Commissioner of Income-tax Appeals III
Income-tax TDS 3344226/- AY 2010-11 Income-tax Appellate Tribunal (ITAT)
Income-tax TDS 16515087/- AY 2011-12 Income-tax Appellate Tribunal (ITAT)
Income-tax Income-tax 31873620/- AY2010-11 Commissioner of Income-tax Appeals III
Income-tax Income-tax 31878250/- AY2009-10 Commissioner of Income-tax Appeals III

c) According to the information and explanations given to me the amounts which wererequired to be transferred to the investor education and protection fund in accordancewith the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

viii) The Company does not have any loans or borrowing from any financial institutionbanks government or debenture holders during the year. Accordingly paragraph 3 (viii) ofthe order is not applicable.

(ix) The company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the order is not applicable.

(x) According to the information and explanations given to me no material fraud by thecompany or on the Company by its officers or employees has been noticed or reported duringthe course of my audit.

(xi) According to the information and explanations given to me and based on myexamination of the books of accounts of the company the company has paid/provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V of the Act.

(xii) In my opinion and according to the information and explanations given to me thecompany is not a Nidhi Company. Accordingly the provisions of paragraph 3 (xii) of theorder is not applicable.

(xiii) According to the information and explanations given to me and based on myexamination of the records of the company transactions with the related parties are incompliance with section 177 and 188 of the Act where applicable and the details have beendisclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to me and based on myexamination of the records of the company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under.

(xv) According to the information and explanations given to me and based on myexamination of the records of the company the company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3

(xv) of the order is not applicable.

(xiv) The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For K.S. Reddy Associates
Chartered Accountants
F.R.N: 009013S
Place: Chennai K. Subba Reddy (Proprietor)
Date: May 30 2016. M.No.208754

Annexure 'B' to the Auditors' Report

Report on the Internal Financial Controls under clause (i) of sub-section 3 of Section143 of the Companies Act 2013 ('the Act')

I have audited the internal financial controls over financial reporting of Info DriveSoftware Limited ('the company') as of 31 st March 2016 in conjunction with my audit ofthe 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 over financial reporting 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance 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 prescribedunder Section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that I comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting were established and maintained and if such controls operatedeffectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations of theManagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For K.S. Reddy Associates
Chartered Accountants
F.R.N: 009013S
Place: Chennai K. Subba Reddy (Proprietor)
Date: May 302016. M.No.208754