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IDream Film Infrastructure Company Ltd.

BSE: 504375 Sector: IT
NSE: N.A. ISIN Code: INE459E01012
BSE 00:00 | 28 Aug IDream Film Infrastructure Company Ltd
NSE 05:30 | 01 Jan IDream Film Infrastructure Company Ltd
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Buy Price 0.00
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Sell Price 110.00
Sell Qty 50.00
OPEN 109.00
CLOSE 109.00
VOLUME 50
52-Week high 109.00
52-Week low 109.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 110.00
Sell Qty 50.00

IDream Film Infrastructure Company Ltd. (IDREAMFILM) - Auditors Report

Company auditors report

To

The Members of

IDream Film Infrastructure Company Limited (Formerly Softbpo Global Services Limited)

Report on the Audit of the Standalone financial statements

Opinion

We have audited the accompanying Standalone financial statements of IDream FilmInfrastructure Company Limited (Formerly Softbpo Global Services Limited (“theCompany”) which comprise the Balance Sheet as at March 312019 the Statement ofProfit and Loss (including Other Comprehensive Income) the Statement of Changes inEquity the Statement of Cash Flows for the year the ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as “the standalone financial statements”)

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (“the Act”) in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2019 the loss and total comprehensiveincome changes in equity 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 (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone financial statements section of our report. We are independent of the Companyin accordance 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 Companies Act 2013 and theRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained 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 mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

A. Going Concern Assumption Description of Key Audit Matters

The company has accumulated losses as on the Balance Sheet date amounting to Rs.289.55lakhs against the paid up capital of Rs. 15 lakhs resulting into negative net worth. Itraises a question on the future viability of the company as a going concern.

How our audit addressed the key audit matter In assessing the appropriateness of thegoing concern assumption used in preparing the financial statements our proceduresincluded amongst others:

• Confirmation from the ultimate holding company of providing financial support.

• Assessing the cash flow requirements ofthe Company over 12 months from 31 March2019 based on budgets and forecasts.

• The operational and growth plan ofthe company.

• Review the pattern of expenditure and its funding in previous years.

• Considering the liquidity of existing assets on the balance sheet.

• Considering potential downside scenarios and the resultant impact on availablefunds.

Management' Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of 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 changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding Accounting Standards specified under Section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(I)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Emphasis of Matter:

Attention is drawn to Note No. 18 The Company has been continuously incurringoperating losses and has negative net worth. In view of the operational and growth plan ofthe company the management is of the view that the company is a going concern. Ouropinion is not modified 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 of India in terms of sub-section (11) of section 143ofthe Companies Act 2013 we give in the “Annexure A” a statement on thematters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

2. As required by section 143(3) ofthe 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 including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 ofthe Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate 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 does not have any pending litigations which would impact its StandaloneInd AS financial statements;

ii. The Company did not have any material foreseeable losses on long term contractsincluding derivatives contracts as at March 312019.

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

3. With respect to the matter to be included in the Auditors' report under Section197(16) :

In our opinion and according to the information and explanations given to us nomanagerial remuneration has been paid or provided during the year. Hence reporting asrequired by section 197(16) is not applicable. The Ministry of Corporate Affairs has notprescribed other details under Section 197(16) which are required to be commented upon byus.

For M L BHUWANIA AND CO LLP

Chartered Accountants

FRN: 101484W / W100197

Ashishkumar Bairagra

Partner

Membership No: 109931

Place: Mumbai

Date: May 30 2019

Annexure A to the Independent Auditor's Report

Referred to in paragraph 1 of 'Report on other Legal and Regulatory Requirements' inour Report of even date on the account of IDream Film Infrastructure Company Limited(Formerly Soft BPO Global Services Limited)

For the period ended March 312019.

(i) The Company does not have any fixed assets. Consequently clause 3(I) of the Orderis not applicable.

(ii) The Company does not have any inventories. Consequently clause 3(ii) of the Orderis not applicable.

(iii) The Company has not granted loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act. Hence sub clauses (a) to (c) of clause 3(iii) of the Order are notapplicable to the Company.

(iv) The company has complied with provisions of sections 186 of the Companies Act2013 in respect of investments made and section 185 of the Companies Act 2013 is notapplicable as there were no loans securities and guarantees given during the year.

(v) The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the rules framed there under to the extentnotified and therefore clause 3(v) is not applicable.

(vi) The Central Government has not prescribed maintenance of cost records under subsection (1) of section 148 of the Companies Act 2013 for any of the products of thecompany.

(vii) a) According to information and explanation given to us and records of thecompany examined by us in our opinion. the Company is generally regular in depositingwith appropriate authorities undisputed statutory dues including provident fundemployees' state insurance income tax sales tax service tax duty of custom duty ofexcise value added tax cess Goods and Services Tax and any other material statutorydues applicable to it. According to information and explanation given to us no undisputedamount were in arrears as on March 31 2019 for a period of more than six months from thedate they became payable.

b) According to the information and explanation given to us and the records of theCompany examined by us there are no dues of Income Tax Service Tax Value Added TaxSales Tax Goods & Services Tax Excise Duty and Customs Duty which have not beendeposited on account of any dispute.

(viii) According to the records of the Company examined by us and information andexplanations given to us the Company does have not any loans and borrowings from Bankgovernment or financial institution and has not issued debentures during the year.

(ix) The Company has not raised any money by way of public issue / further offer(including debt instruments). Consequently clause 3(ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no fraud on the Company by its officers oremployees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us nomanagerial remuneration has been paid or provided during the year. Hence clause 3(xi) ofthe Order are not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us thenature of the activities of the company does not attract any special statue applicable toa Nidhi Company. Accordingly clause 3(xii) of the order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sec 177 and 188 of Companies Act 2013 where applicable and details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

(xiv) In our opinion and according to the information and explanations given to us andbased on 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 clause 3(xiv) of the Order is not applicable tothe Company.

(xv) In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with directors or persons connected with him. Accordinglyclause 3(xv) of the Order is not applicable to the Company..

(xvi) The company is not required to be registered under Sec 45-iA of the Reserve Bankof India Act 1934. Accordingly clause 3(xvi) of the Order is not applicable to theCompany.

For M L BHUWANIA AND CO LLP

Chartered Accountants

FRN: 101484W / W100197

Ashishkumar Bairagra

Partner

Membership No: 109931

Place: Mumbai

Date: May 30 2019

Annexure B to the Independent Auditor's Report

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 financial controls over financial reporting of IDream FilmInfrastructure Company Limited (Formerly Soft BPO Global Services Limited) (“theCompany”) as of March 31 2019 in conjunction with our audit of the Standalone Ind ASfinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria 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 adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofinternal financial controls and both issued by the ICAI. 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 overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our 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 auditor's judgment including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS financial statements whether due to fraudor 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 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 ofmanagement 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 our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 312019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For M L BHUWANIA AND CO LLP

Chartered Accountants

FRN: 101484W / W100197

Ashishkumar Bairagra

Partner

Membership No: 109931

Place: Mumbai Date: May 30 2019

.