| I have audited the accompanying standalone financial statements of
Info-Drive Software Limited ('the Company'), which comprise the balance
sheet as at 31 March 2015, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant 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 Section 134(5) of the Companies Act, 2013 ('the Act') with respect
to the preparation and presentation 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.
Auditor's Responsibility:
My responsibility is to express an opinion on these standalone
financial statements based on my audit. I 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 there-under.
I conducted my 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.
I believe that the audit evidence I have obtained is sufficient and
appropriate to provide a basis for my audit opinion on the standalone
financial statements.
Opinion:
1. According to the information and explanations given to me and in
accordance with the provisions of the Companies Act, 2013, the Annual
e-filing forms and event based forms with regards to increase in
authorised share capital, sub-division of equity shares of the company,
allotment of Foreign Currency Convertible Bonds (FCCBs) and allotment
of equity shares consequent upon conversion of FCCBs were pending
filing as on 31st March 2015.
2. Without qualifying my opinion:
a. I draw attention to Note e of Notes forming part of financial
statements for the year ended March 31, 2015 in connection with the
value of investments:
The value of investments in Info-Drive Software Inc, USA (wholly owned
subsidiary) have diminished and eroded the entire capital of the
company as on the date of balance sheet. No provision for such
diminution in value of investments is made in the books of the company.
b. I draw attention to Note u of Notes forming part of financial
statements for the year ended March 31, 2015 in connection with the
advance received from M/s. Persian Dam Keshte Aria, Tehran, Iran.
The company had received an amount of Rs.4,00,12,568/- from the above
said company towards 'Feed Corn Purchases.' As the swift message for
advance amount received had a wrong mention of purpose, RBI approval
was accorded in the month of June 2014 for refund of advance remittance
received to the remitter in Iran and the amount is yet to be remitted.
Subject to the above, in my opinion and to the best of our information
and according to the explanations given to me, 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 31 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 of India in terms of sub-
section (11) of section 143 of the Act, I give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, 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 of my 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 the Company so far as it appears from our examination of those
books;
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 my 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 31 March 2015 taken on record by the Board of
Directors, none
of the directors is disqualified as on 31 March 2015 from being
appointed as a director in terms of Section 164 (2) of the Act; and
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 my opinion and 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
financial position in its financial statements;
ii. the Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to the Auditors' Report
The Annexure referred to in my Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, I report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management at
reasonable intervals. No discrepancies were noticed on such
verification. In my opinion, the physical verification is reasonable
having regard to the size of the Company and the nature of its assets.
(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 Order is not applicable.
(iii) (a) The Company has granted interest free loans to three wholly
owned subsidiary companies covered in the register maintained under
section 189 of the Companies Act, 2013 ('the Act').
(b) In the case of the loans granted to the wholly owned subsidiary
companies listed in the register maintained under section 189 of the
Act, the terms of arrangements do not stipulate any repayment schedule
and the loans are repayable on demand. Accordingly, paragraph 3
(iii) (b) of the Order is not applicable to the Company in respect of
repayment of the principal amount.
(c) There are no overdue amounts of more than rupees one lakh in
respect of the loans granted to the wholly owned subsidiary companies
listed in the register maintained under section 189 of the Act.
(iv) In my opinion and according to the information and explanations
given to me, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and sale of services. The activities of the
Company do not involve purchase of inventory and the sale of goods. I
have not observed any major weakness in the internal control system
during the course of the audit.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) a) The company is not regular in depositing the tax deducted at
source (TDS) in to the Government Account. Subject to that according to
the records, information and explanations provided to me, the company
is generally regular in depositing with appropriate authorities
undisputed amount of Provident Fund, Employees' State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax and any other statutory dues
applicable to it and no undisputed amounts payable were outstanding as
at 31st March, 2015 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 of sales-tax, income-tax, customs duty, wealth tax, service
tax, excise duty and cess which have not been deposited on account of
any dispute except the following.
Name of Nature of Amount Period
Statute the Dues (Rs) to which
the amount
relates
Income-tax Income-tax 0 AY 2004-05
Income-tax TDS 33,44,226/- AY 2010-11
Income-tax TDS 1,65,15,087/- AY 2011-12
Income-tax Income-tax 3,18,73,620/- AY2010-11
Income-tax Income-tax 3,18,78,250/- AY2009-10
Name of Forum where
Statute the dispute
is pending
Income-tax Commissioner of
Income-tax, Appeals III
Income-tax Income-tax Appellate
Tribunal (ITAT)
Income-tax Income-tax Appellate
Tribunal (ITAT)
Income-tax Commissioner of
Income-tax, Appeals III
c) According to the information and explanations given to me the amounts
which were required to be transferred to the investor education
Income-tax and pr Commissioner ofotection fund in accordance with the
relevant provisions of the Companies Act, 19 Income-tax, Appeals III56
(1 of 1956) and rules there under has been transferred to such fund
within time.
viii) The Company does not have any accumulated losses at the end of
the financial year and has not incurred cash losses in the financial
year and in the immediately preceding financial year.
(ix) The Company did not have any outstanding dues to financial
institutions, banks or debenture holders during the year.
(x) In my opinion and according to the information and the explanations
given to me, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
(xi) The Company did not have any term loans outstanding during the
year.
(xii) According to the information and explanations given to me, no
material fraud on or by the Company has been noticed or reported during
the course of my audit.
For K.S. Reddy Associates
Chartered Accountants
F.R.N: 009013S
Place: Chennai Sd/-
Date: 29 May 2015. K. Subba Reddy (Proprietor
M.No.208754
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