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Infibeam Incorporation Ltd.

BSE: 539807 Sector: IT
NSE: INFIBEAM ISIN Code: INE483S01020
BSE 00:00 | 16 Aug 197.70 -1.00
(-0.50%)
OPEN

188.00

HIGH

199.50

LOW

187.25

NSE 00:00 | 16 Aug 197.65 -1.25
(-0.63%)
OPEN

195.10

HIGH

199.95

LOW

194.25

OPEN 188.00
PREVIOUS CLOSE 198.70
VOLUME 782863
52-Week high 199.50
52-Week low 87.00
P/E 988.50
Mkt Cap.(Rs cr) 13,115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 188.00
CLOSE 198.70
VOLUME 782863
52-Week high 199.50
52-Week low 87.00
P/E 988.50
Mkt Cap.(Rs cr) 13,115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infibeam Incorporation 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 statements of InfibeamIncorporation Limited (“the Company”) which comprise the Balance Sheet asatMarch 312017theStatementof control relevant to the Company's Profit and Lossincluding other comprehensiveincometheCashFlow statements that give Statement and theStatement of Changes in Equity for the year then ended and a summary of significantexplanatory information (herein after referred to as “standalone Ind AS financialstatements”).

Management's responsibility for the standalone 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 flows and changesin equity of the Company in accordance with accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under Section 133 ofthe Act read with Rule 7 of the Companies (Accounts) Rules 2014 and the Companies(Indian Accounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial control that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation statements that give a true and of the standaloneInd ASfinancial fair view and are free from material misstatement whether due to fraud orerror.

Auditor's responsibility

Our responsibility is to express an opinion on these standalone Ind AS . We have takeninto account financial the provisions of the Act the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions ofthe Act and the Rules made thereunder. We conducted our audit of the standalone Ind ASfinancial statements in accordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India as specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial preparation of thestandalone Ind AS financial a true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating the accountingpolicies and other appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone Ind AS financial statements. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion 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 income cash give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2017 its profit including other comprehensive income its cashflows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31 2016and the transition date opening balance sheet as at April 01 2015 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by one of the joint auditor (B S R & Associates LLP) whose reportfor the year ended March 31 2016 and March 31 2015 dated May 30 2016 and September 52015 respectively expressed an unmodified opinion on those standalone financialstatements as adjusted for the differences in the accounting principles adopted by theCompany on transition to the Ind AS which have been audited by joint auditors.

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 143 ofthe Act we give in the

Annexure 1 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 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 other comprehensiveincome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified of the Companies (Accounts) Rules 2014 and Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 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 of 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 financialstatements;

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

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

iv. The Company has provided requisite disclosures in note 36 to these standalone IndAS financial statements as to the holding of Specified notes on november 8 2016 andDecember 30 2016 as well as dealings in Specified Banknotes during the period fromnovember 8 2016 to December 30 2016. Based on our audit procedures and relying on themanagement representation regarding the holding and nature of cash transactions includingSpecified Bank notes we report that these disclosures are in accordance with the books ofaccounts maintained by the Company and as produced to us by the Management.

for b s r & associates LLp for s r b c & co LLp
Chartered Accountants Chartered Accountants
Firm's Registration no: 116231W/W-100024 ICAI Firm registration number: 324982E/E300003
Jeyur shah per sukrut Mehta
Partner Partner
Membership no: 045754 Membership no: 101974
Ahmedabad Ahmedabad
Date : May 30 2017 Date : May 30 2017

ANNEXURE 1 REFERRED TO IN PARAGRAPH ‘REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS' OF OUR REPORT OF EVEN DATE

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verifiedon annual basis. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets. In accordance with the policy the Company has physically verifiedthe fixed assets during the year and we are informed that no material discrepancies werenoticed upon such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The Company is a service company primarily rendering software development andsoftware services. Accordingly it does not hold any physical inventories. Thus paragraph3(ii) of the Order are not applicable to the Company.

(iii) (a) The Company has granted loans to two 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 companies listed in the register maintained under Section 189of the Act the borrowers have been regular in the payment of the principle and interestas stipulated.

(c) There are no amounts of loans granted to companies listed in the registermaintained under Section 189 of the Companies Act 2013 which are overdue for more thanninety days.

(iv) 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 givenand guarantees and securities given have been complied with by the Company. Furtherbased on the information and explanations given to us and based on legal opinion obtainedby the Company the Company being a technology related infrastructure company provisionof Section 186 (except subsection (1) of Section 186) of the Companies Act 2013 is notapplicable to the Company and hence not commented upon. In our opinion and according tothe information and explanations given to us the Company has made investment referred inSection 186 of the Act and have complied with the provisions of Section 186 of the Act.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of Sections 73 to 76 or any other relevant provisions of theAct and the rules framed there under. Accordingly paragraph 3(v) of the Order is notapplicable.

(vi) To the best of our knowledge and as explained the Central Government has notspecified under Section 148(1) of the Companies Act 2013 for the services of theCompany. Accordingly paragraph 3(v) of the Order is not applicable.

(vii) (a) According 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 and professional tax are generally regularlydeposited during the year. As explained to us the Company did not have any dues onaccount of sales tax value added tax duty of customs duty of excise and cess during theyear.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of service tax income-tax provident fund employee state insuranceprofessional tax and other material statutory dues were outstanding at the year end fora period of more than six months from the date they became payable.

(c) According to the information and explanations given to us no undisputed amountspayable in respect of service tax and income-tax dues which have not been deposited withthe appropriate authorities on account of any dispute.

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of dues to debenture holder orfinancial institutions. The Company does not have any outstanding dues to government andbanks during the year.

(ix) In our opinion and according to information and explanations given by themanagement monies raised by the Company by way of initial public offer were applied forthe purpose for which they were raised though idle/surplus funds which were not requiredfor immediate utilisation have been invested in fixed deposits and liquid funds. Themaximum amount of idle/surplus funds invested during the year was Rs 3050 million ofwhich Rs 1630.9 million was outstanding at the end of the year.

(x) 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.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not paid/provided formanagerial remuneration. Accordingly paragraph 3(xi) of the Order is not applicable.(xii) 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.

(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 Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given by the management theCompany has complied with provisions of Section 42 of the Act in respect of thepreferential allotment of share warrant which was converted into equity shares during theyear. According to the information and explanations given by the management we reportthat the amounts raised have been used for the purposes for which the funds were raised.

(xv) 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.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable.

for b s r & associates LLp for s r b c & co LLp
Chartered Accountants Chartered Accountants
Firm's Registration no: 116231W/W-100024 ICAI Firm registration number: 324982E/E300003
Jeyur shah per sukrut Mehta
Partner Partner
Membership no: 045754 Membership no: 101974
Ahmedabad Ahmedabad
Date : May 30 2017 Date : May 30 2017

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF INFIBEAM INCORPORATION LIMITED REPORT ON THE INTERNAL FINANCIALCONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013(“THE ACT”)

We have audited the internal financial controls over financial reporting of InfibeamIncorporation Limited (“the Company”) as of March 31 2017 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon 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 financialcontrols 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 Companies Act 2013.

Auditor's 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 as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial 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 and their operating effectiveness. Our auditof financial internal financial controls over financial reporting included anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial 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 authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were effectively as at March 31 2017 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

for b s r & associates LLp for s r b c & co LLp
Chartered Accountants Chartered Accountants
Firm's Registration no: 116231W/W-100024 ICAI Firm registration number: 324982E/E300003
Jeyur shah per sukrut Mehta
Partner Partner
Membership no: 045754 Membership no: 101974
Ahmedabad Ahmedabad
Date : May 30 2017 Date : May 30 2017