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Infibeam Avenues Ltd.

BSE: 539807 Sector: IT
NSE: INFIBEAM ISIN Code: INE483S01020
BSE 00:00 | 22 Feb 35.80 -0.95
(-2.59%)
OPEN

36.75

HIGH

39.00

LOW

35.60

NSE 00:00 | 22 Feb 35.75 -0.90
(-2.46%)
OPEN

36.70

HIGH

37.00

LOW

35.50

OPEN 36.75
PREVIOUS CLOSE 36.75
VOLUME 1001439
52-Week high 242.80
52-Week low 27.65
P/E 397.78
Mkt Cap.(Rs cr) 2,375
Buy Price 35.80
Buy Qty 22.00
Sell Price 35.80
Sell Qty 50.00
OPEN 36.75
CLOSE 36.75
VOLUME 1001439
52-Week high 242.80
52-Week low 27.65
P/E 397.78
Mkt Cap.(Rs cr) 2,375
Buy Price 35.80
Buy Qty 22.00
Sell Price 35.80
Sell Qty 50.00

Infibeam Avenues Ltd. (INFIBEAM) - Auditors Report

Company auditors report

To the Members of Infibeam Incorporation Limited

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial ("the Company")which comprise the Balance Sheet as at March 31 2018 the Statement of Profit and Lossincluding the statement of Other Comprehensive Income the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory information (hereinafter referred to asstandalone Ind AS financial statements).

MANAGEMENT’S RESPONSIBILITY FOR THE 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 thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015as amended. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectivelyforensuringtheaccuracy includingother comprehensive and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

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 theaccounting and auditing standards and matters which are required to be included in theaudit report under

128 the provisions of the Act and the Rules made thereunder. We have conducted ouraudit of the standalone Ind AS financial statements in accordance with the Standards onAuditing issued by the Institute of Chartered Accountants of India as specified underSection 143(10) of Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement. An audit involves performing procedures toobtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company’s preparation of the standalone Ind ASfinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors as well as evaluating the overallpresentation of the standalone Ind AS financial statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2018 its profit income its cash flows and the changes in equity for theyear ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure 1" a statement on the mattersspecified 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 bestof our knowledge and belief were necessary for the purpose 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid Ind AS financial statements comply with theAccounting Standards specified under section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312018 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of section 164 (2) ofthe Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report; and

(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 21 to the standalone IndAS financial statements;

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For S R b C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Sukrut mehta

Partner

Membership Number: 101974

Place of Signature: Ahmedabad

Date: May 30 2018 of

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS OF OUR REPORT OF EVEN DATE OF INFIBEAM INCORPORATION LIMITED FOR THE YEARENDED MARCH 31 2018.

a. (a) The Company has not maintained proper records showing full particulars includingquantitative details except for fixed assets held at the corporate office. Details assetsis not maintained by the Company.

(b) Fixed assets have not been physically verified by the management during the yearhence we are unable to comment on the discrepancies if any

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in property plant and equipment are held in thename of the Company.

b. The Company is a service company primarily rendering website development andmaintenance services and payment gateway services. Accordingly it does not hold anyphysical inventories. Thus paragraph 3(ii) of the Order are not applicable to theCompany.

c. (a) The Company has granted loans to three Companies covered in the registermaintained under Section 189 of the Companies Act 2013. In our opinion and according tothe information and explanations given to us the terms and conditions of loans are notprejudicial to the Company’s interest.

(b) The loans granted to Company listed in the register maintained under Section 189 ofthe Act the borrowers have been regular in the payment of the principle and interest asstipulated.

(c) There are no amounts of loans granted to Company listed in the register maintainedunder Section 189 of the Companies Act 2013 which are overdue for more than ninety days.

d. In our opinion and according to the information and explanations given to usprovisions of Section 185 of the Companies Act 2013 in respect to loans to directorsincluding entities in which they are interested and in respect of loans and advances givenhave been complied with by the Company. The Company has not granted any and guarantees andsecurities during the year. Further based on the information and explanations given to usand based on legal opinion obtained by the Company the Company being a technology relatedinfrastructure company provision of Section 186 (except sub-section (1) of Section 186)of the Companies Act 2013 is not applicable to the Company and hence not commented upon.In our opinion and according to the information and of situation explanations given tous the Company has made of fixed investment referred in Section 186 of the Act and havecomplied with the provisions of Section 186 of the Act.

e. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable and hence not commentedupon.

f. To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under Section 148(1) of the Companies Act 2013for the services of the Company. Accordingly paragraph 3(vi) of the Order is notapplicable.

g. (a) According to to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including service tax income-taxprovident fund employee state insurance duty of customs goods and service taxprofessional tax cess and other material statutory dues are generally regularly depositedduring the year however there have been large delays in few cases of payment of goods andservice tax professional tax employee state insurance provident fund and tax deductedat source (TDS). As explained to us the Company did not have any dues on account of salestax value added tax and duty of excise during the year.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of goods and service tax service tax income-tax provident fundemployee state insurance duty of customs professional tax cess and other materialstatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable.

(c) According to the information and explanations given to us no undisputed amountspayable in respect of service tax income-tax goods and service tax professional taxduty of customs and other material statutory dues which have not been deposited with theappropriate authorities on account of any dispute other than those mentioned below:

Name of statue Nature of dues Amount involved (Rs. In million) period to which amount relates Forum where the dispute is pending
Income tax Act 1961 Income tax demands 3.32 2012-13 and 2013-14 Commissioner of Income tax (Appeals)

h. In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowings to banks orfinancial institutions during the year. The Company did not have any due payable to thedebenture holders and government during the year.

i. According to information and explanations given by the management and confirmationof the monitoring bank monies raised by the Company by way of initial public offer wereapplied for the purpose for which they were raised though idle/surplus funds which werenot required for immediate utilisation have been invested in fixed deposits. The maximumamount of idle/surplus funds invested during the year was ` 1630.9 million of which `902.5 million was outstanding at the end of the year. Further according to theinformation and explanations given by the management the Company has utilized the moniesraised by way of term loans for the purposes for which they were raised. There were nofurther public offer (including debt instrument) during the year.

j. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

k. According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013 except in case on one non-executive director which is pending requisiteapprovals.

l. In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

m. According to the information and explanations given by the management and on thebasis of relevant records and representation the transactions with the related partiesare in compliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the notes to the Ind AS financial statements as requiredby the applicable accounting standards.

n. According to the information and explanations given by the management the Companyhas complied with provisions of section 42 of the Companies Act 2013 in respect of thepreferential allotment of fully convertible share warrants during the year. According tothe information and explanations given by the management we report that the amountsraised have remained unused at the end of the year. The maximum amount of idle/surplusfunds invested during the year was ` 100 million of which ` 100 million was outstanding atthe end of the year for the purposes for which the funds were raised.

o. According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of the Act. p. According to the information andexplanations given to us the provisions of section 45-IA of the Reserve Bank of IndiaAct 1934 are not applicable to the Company.

For S R b C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Sukrut mehta

Partner

Membership Number: 101974

Place of Signature: Ahmedabad

Date: May 30 2018

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE INDAS FINANCIAL STATEMENTS OF INFIBEAM INCORPORATION LIMITED

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 with referenceto the standalone Ind AS financial statements of Infibeam Incorporation Limited ("theCompany") as of March 31 2018 in conjunction with our audit of the standalone Ind ASfinancial 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting with reference to these standalone Ind AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing as specified under section 143(10) of the Actto the extent applicable to an audit of internal financial controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting with reference to these standalone Ind AS financial statements was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standaloneInd AS statements of financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based 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 haveobtained is sufficient and appropriate to provide a basis for our audit opinion on theinternal financial controls over financial reporting with reference to these standaloneInd AS financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITH REFERENCE TO THESEIND AS FINANCIAL STATEMENTS

A company’s internal financial control over financial reporting with reference tothese standalone Ind AS financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company’s internal financial control over financialreporting with reference to these standalone Ind AS financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe Company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Company’s assets that could have a materialeffect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITHREFERENCE TO THESE IND AS FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone Ind AS financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone Ind AS financial statements to future periods are subject to the riskthat the internal financial reporting with reference to these standalone Ind AS financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial controls over financial reporting with reference to these standalone Ind ASfinancial statements were operating effectively as at March 31 2018 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 S R b C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Sukrut mehta

Partner

Membership Number: 101974

Place of Signature: Ahmedabad

Date: May 30 2018