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Directors Report of Infinite Computer Solutions (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company together with the accounts for the Financial Year ended March 31, 2015.

Financial Performance of the Company

The financial performance of your Company for the year ended March 31, 2015 along with previous year's figures is given here under: Consolidated Financials of the Company and its Subsidiaries

Rs. in Million

Particulars Year ended March Year ended 31, 2015 March 31, 2014

Total Sales and Income 17,442.63 17,403.21

Total Expenses 15,485.11 15,678.34

Total Income before Tax & Depreciation 1,957.52 1,724.87

Depreciation 516.00 565.40

Profit /(Loss) before Tax (PBT) 1,441.52 1,159.47

Profit /(Loss) after Tax (PAT) 1,128.84 898.02

Standalone Financials of the Company

Rs. in Million

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Total Sales and Income 4,311.60 3,720.38

Total Expenses 2,903.90 2,933.00

Total Income before Tax & Depreciation 1,407.70 787.38

Depreciation 149.66 129.48

Profit /(Loss) before Tax (PBT) 1,258.04 657.90

Profit /(Loss) after Tax (PAT) 1,035.51 579.43

Overview of Company's Financial Performance

Consolidated Accounts

Consolidated revenue for the fiscal year 2015 was Rs. 17,442.63 Million which was flat compared to the previous year. Net Profit before tax was Rs. 1,441.52 Million and Net Profit after tax was Rs. 1,128.84 Million a growth of about 25.7% over the previous year.

The Consolidated Financial Statements of your Company for the financial year 2014-15, are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

Standalone Accounts

Standalone revenue for the fiscal year 2015 was Rs. 4,311.60 Million. Net Profit before tax was Rs. 1,258.04 Million and Net Profit after tax was Rs. 1,035.51 Million.

Subsidiaries

A separate statement containing the salient features of Financial Statements of all Subsidiaries of your Company forms a part of the Consolidated Financial Statements in compliance with the Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of your Company during the business hours except Saturdays, Sundays and public holidays up to the date of Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of your Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of the Subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company. (www.infinite.com)

The financial performance of each of the Subsidiaries in the Consolidated Financial Statements of your Company is set out in the Annexure - A to this Annual Report ( Page No. 21). Additional details of the performance and operations of the Subsidiaries along with the details of the acquisitions and investments made by your Company and its Subsidiaries during the Financial Year are set out in the Management Discussion and Analysis which also forms part of this Annual Report.

In view of the new business prospects, your Company incorporated the following Wholly-owned Subsidiary Companies:

Name of the Company Place of Incorporation

1. Infinite Thinksoft Limited India

2. Infinite Techcity Limited India

3. Infinite Techsoft Limited India

4. Infinite Skytech Limited India

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of the Company's global business during the year under review as well as business outlook, along with a discussion of the operations, performance, future outlook of the Company and its business, internal controls and risk management, is given in the Management Discussion and Analysis, which is given as Annexure - B which forms part of this Annual Report (Page No. 22)

Dividend & Transfer to Reserves

After careful assessment of the funds required by the Company for expansion, your Directors have recommended that the earnings of the Company are to be ploughed back and hence do not wish to recommend any dividend for the Financial Year ended March 31, 2015. Accordingly, during the said year, no amount has been transferred to the Reserves.

Public Deposits

Your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review and, no amount of principal or interest was outstanding as at the Balance Sheet date.

Corporate Governance Report

The report on Corporate Governance is given as a separate section titled "Report on Corporate Governance" which forms part of this Annual Report along with the Certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement. (Page No. 51)

Changes in Capital Structure

a. Buy Back of Securities

The Board of Directors of the Company in their meeting held on June 05, 2013 approved the proposal for Buy-Back of upto a maximum of 30,00,000 Equity Shares for a total consideration not exceeding Rs. 30 Crore and at a price not exceeding Rs. 120/- per equity share of face value Rs. 10/- each from the open market through the stock exchanges. A Public Announcement to the same effect was published on June 07, 2013, in all Editions of "Business Standard" (English & Hindi).

The Buy Back commenced on June 20, 2013 and closed on June 04, 2014. The cumulative number of equity shares bought back under the scheme was 2,411,036 at an average price of Rs. 109.42 per equity share.

The paid-up equity share capital of the Company after the extinguishment of shares bought back stood at Rs. 401.49 Million comprising of 40,148,959 equity shares of Rs. 10/- each.

b. Allotment of Shares

During the year, the Company allotted 7,500 equity shares of Rs. 10/- each fully paid up under its Employees Stock Option Plan. As a result of this, paid-up equity share capital of the Company increased to Rs. 401.56 Million comprising of 40,156,459 equity shares of Rs. 10/- each

c. Sweat Equity/ Bonus Shares

Your Company has not issued any Sweat Equity or Bonus Shares during the year under review.

Material Changes Affecting the Financial Position of The Company

During the year under review, the Company closed its Buy Back offer on June 04, 2014 which was approved by the Board in the meeting on June 05, 2013. The Buy Back had commenced on June 20, 2013 and the cumulative number of equity shares bought back under the scheme was 2,411,036 at an average price of Rs. 109.42 per equity.

Apart from the above impact, there has been no material change in the nature of business of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate.

Directors and Key Managerial Personnel

a. Appointment(s)

Mr. Ashok Kumar Garg (DIN 03504609) and Mrs. Sadhana Diskhit (DIN 00204687) were appointed as Additional (Independent) Directors on the Board of the Company w.e.f. November 13, 2014 and February 12, 2015 respectively.

According to the provisions of Section 161 of the Companies Act, 2013, Additional Directors shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from a Member of the Company along with a deposit of Rs. 100,000 proposing their candidature for appointment as Directors of the Company under the provisions of Section 160 of the Companies Act, 2013.

The Board considers that it is in the interest of the Company to continue to have the rich experience and expertise of Mr. Ashok Kumar Garg and Mrs. Sadhana Dikshit and hence recommends their appointment as Independent Director(s) of the Company for a period of five (5) and three (3) consecutive years w.e.f. November 13, 2014 and February 12, 2015 respectively, not liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sanjay Govil will retire in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume and other details relating to the Directors who are to be appointed/re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement is furnished in the Notice convening the Sixteenth Annual General Meeting of the Company.

b. Key Managerial Personnel

During the year, Mr. Upinder Zutshi, Managing Director & CEO, Mr. Sanjeev Gulati, Executive Vice President & CFO and Mr. Rajat Kalra, Company Secretary of the Company, were designated as Key Managerial Personnel (KMP) as per the provisions of Section 203 of the Companies Act, 2013.

Further, no appointment/ resignation of KMPs were made during the year.

Disclosure Relating to Remuneration of Directors, Key Managerial Personnel & Particulars of Employees

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on November 13, 2014 formulated the Nomination & Remuneration Policy of your Company on recommendation from Nomination & Remuneration Committee. The salient features and terms of reference are covered in the Corporate Governance Report which forms integral part of this Report.

The particulars of remuneration of employees/ Directors as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure - C of this Annual Report. (Page No. 27)

Directors Responsibility Statement

In compliance with Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

ii. they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the Annual Accounts on a going concern basis;

v. they have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Number of Meetings of the Board

The details of the number of meetings of the Board and its Committees are provided in the Corporate Governance Report which forms an integral part of the Annual Report.

Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as provided under the provisions of the Companies Act, 2013 read with the Schedule IV of the Act and the Rules issued there under as well as the Clause 49 of the Listing Agreement.

Performance Evaluation of the Board, Its Committees & Directors

Your Company conducted the Performance Evaluation of the Board, its Committees and Directors. The details of which are provided under Corporate Governance Report which forms part of this Report.

Employee Stock Option Plan

The details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and SEBI (Share Based Employee Benefits) Regulation, 2014 are set out in the Annexure - D and forms an integral part of this Annual Report. (Page no. 30)

Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the Financial Year ended March 31, 2015 is provided as the Annexure - E of this Annual Report. (Page No. 32)

Auditors & Auditors' Report

a. Statutory Audit

M/s. Amit Ray & Co., Chartered Accountants were appointed as Statutory Auditors for a period of 3 Financial Years i.e. 2014-15, 2015-16 and 2016-17 by the Shareholders in the 15th Annual General Meeting of the Company held on September 24, 2014, subject to ratification of appointment every General Meeting.

M/s. Amit Ray & Co. have confirmed their eligibility and willingness to accept the office of the Auditors for the Financial Year 2015-16, if ratified by the Shareholders in the ensuing Annual General meeting.

Further the Auditors Report being self-explanatory does not call for any further comments by the Board of Directors.

b. Secretarial Audit

Your Company had appointed M/s APAC & Associates, Practicing Company Secretaries to conduct Secretarial Audit of your Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is annexed herewith as Annexure - F to this Annual Report. (Page No. 39) It does not contain any adverse remarks or qualifications.

Corporate Social Responsibility Initiatives

The concept of Corporate Social Responsibility has gained prominence from all avenues. Organizations have realized that Government alone will not be able to get success in its endeavor to uplift the downtrodden state of the society. With a view to help growth of the society and the company at large, your company has adopted Corporate Social Responsibility (CSR) as a tool for sustainable growth of the society. In terms of provisions of Section 135 of the Companies Act, 2013 & Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as the CSR Policy and details are contained in the Annual Report on the CSR Activities as provided under Annexure - G. (Page No. 46)

Adequacy of Internal Financial Controls

The Board of your Company is responsible for establishing and maintaining adequate Financial Controls as per the provisions of Section 134 of the Companies Act, 2013. The Board has laid down policies and processes in respect of Internal Financial Controls and ensures the controls to be adequate and operating efficiently.

These controls cover the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the companies policies, safeguarding of its assets of the Company, prevention and detection of its frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Related Party Transactions

During the year under review, your Company has entered into transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) rules, 2014, which were in the ordinary course of business and on Arms' length basis and in accordance with the provisions of the Companies Act, 2013. The particulars of such transactions entered are set out in the Form AOC - 2 as provided under Annexure - H of this Annual Report (Page No. 48).

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013, have been disclosed in the Financial Statements.

Vigil Mechanism

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement. The Policy provides the framework and processes through which the employees can express their genuine concerns. It also provides adequate safeguards against victimization of employees against any kind of discrimination, harassment or any unfair practice being adopted against them.

The Whistle Blower Policy as adopted by the Company can be accessed through the following: http://www.infinite.com/downloads/policies/WhistleBlowerPolicy.pdf

Disclosures under Sexual Harassment of Women at Workplace

Your Company has a policy on Prohibition/ Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering there to all the aspects as contained in "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2003". Your company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year, the Company did not receive any complaints under the said Act.

Significant/ Material Orders passed by the Regulators

There were no significant/ material orders passed by any of the Regulators or Courts or tribunals impacting the going concern status of the Company and its operations in future.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is furnished herein. Your Company being a software solution provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

i. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 15 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for enhancing the company's sales to overseas customers.

ii. Foreign Exchange earnings and outgo

The information on Foreign Exchange earnings & Outgo is included in Note 17&18 of the Notes to Accounts to the Balance Sheet

Acknowledgments

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge the gratefull support and confidence of the Shareholders reposed in the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Upinder Zutshi Ravindra Rama Rao Turaga Place : Bengaluru Managing Director & CEO Director Date : May 21, 2015 (DIN:01734121) (DIN:01687662)


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 15th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

Financial Results

Consolidated Financials of the Company and its Subsidiaries

Rs. in Million

Year ended Year ended 31st Mar, 2014 31st Mar, 2013

Total Sales and Income 17,403.21 13,980.87

Total Expenses 15,678.34 11,923.30

Total Income before Tax & Depreciation 1,724.87 2,057.57

Depreciation 565.40 433.12

Profit/(Loss) before Tax (PBT) 1,159.47 1,624.45

Profit/(Loss) after Tax (PAT) 898.02 1,307.40

Standalone Financials of the Company

Rs. in Million

Year ended Year ended 31st Mar, 2014 31st Mar,2013

Total Sales and Income 3,720.38 4,528.64

Total Expenses 2,933.00 3,167.64

Total Income before Tax & Depreciation 787.38 1,361.00

Depreciation 129.48 115.24

Profit/(Loss) before Tax (PBT) 657.90 1,245.76

Profit/(Loss) after Tax (PAT) 579.43 1,062.67

Result of Operations

Consolidated Accounts

Consolidated revenue for the fiscal year 2014 was Rs. 17,403.21 Million, a growth of 24.48% over the previous year. Net Profit before tax was Rs. 1,159.47 Million and Net Profit after tax was Rs. 898.02 Million.

Standalone Accounts

Standalone revenue for the fiscal year 2014 was Rs. 3,720.38 Million. Net Profit before tax was Rs. 657.90 Million and Net Profit after tax was Rs. 579.43 Million.

Dividend

Your directors are pleased to recommend a final dividend of Rs. 2.00 per equity share of the face value of Rs. 10/- for the year ended Mar 31, 2014. The interim dividend of Rs. 2.00 per equity share was paid on March 07, 2014.

The final dividend, subject to the approval of the shareholders in the ensuing AGM will be paid to the shareholders whose names appear in the Register of Members as on the date of book closure.

The total dividend for the financial year 2013-14, including the proposed final dividend, amounts to Rs. 4.00 per equity share and will absorb Rs. 161.92 Million.

Transfer to Reserves

We propose to transfer Rs. 57.94 million to general reserve in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975. Your company also proposes to retain Rs. 314.69 Million in the profit and loss account.

Buyback of Equity Shares

The Board of Directors of the Company in their meeting held on June 05, 2013 approved the proposal for buyback of upto a maximum of 30,00,000 Equity Shares for a total consideration not exceeding Rs. 30 Crore and at a price not exceeding Rs. 120/- per equity share of face value Rs. 10/- each from the open market through the stock exchanges. A Public Announcement to the same effect was published on June 07, 2013, in all Editions of "Business Standard" (English & Hindi).

The buyback commenced on June 20, 2013. The cumulative number of equity shares bought back by the Company till March 31, 2014 were 2,116,836 at an average price of Rs. 107.96 per equity share for a total consideration of Rs. 228.54 Million, being 76.18% of the maximum buyback offer size of Rs. 3,000 lakhs and 70.56% of the maximum no. of shares.

Subsequent to March 31, 2014 and till the date of this report, no shares have been bought back by the Company under its buyback offer.

The paid-up equity share capital of the Company after the extinguishment of shares bought back stood at Rs. 404.43 Million comprising of 40,443,159 equity shares of Rs. 10/- each.

Closure of Subsidiary Companies

As a process of rationalization of subsidiary companies, Infinite Computer Solutions Ltd., BVI and Infinite Data Systems UK Limited were closed.

Particulars required as per section 212 of the Companies Act, 1956

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated February 08, 2011, the audited accounts and Report of Board of Directors and Auditors of the Company's subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard-21 issued by the Institute of Chartered Accountants of India forming part of this Annual Report include the financial information of the subsidiary companies.

Director(s)

Mr. Ravindra Rama Rao Turaga and Mr. Ajai Kumar Agrawal, Independent Directors of the Company, have affirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. Pursuant to the provisions of the Companies Act 2013, they are proposed to be appointed as Independent Directors for a term of five years at the ensuing Annual General Meeting.

Mr. Narendra Kumar Agrawal, who is an Independent Director in terms of the provisions of the Listing Agreement , has informed the Board of Directors that he does not fully meet the eligibility criteria of independence as specified under the Companies Act, 2013 (being the date of notification of the relevant provisions of the Companies Act, 2013). Accordingly, Mr. Agrawal ceased to be an Independent Director on the Board of the Company w.e.f. April 01, 2014. He, though, continues to be a Non-Executive Director, whose term of office will be liable to be determined by rotation.

In terms of the provisions of Section 149 of the Companies Act, 2013 an Independent Director can hold office for a term of upto 5 consecutive years on the Board of the Company and would not be liable to retirement by rotation. In view of the same, your Directors are seeking appointment of Mr. Ravindra Rama Rao Turaga and Mr. Ajai Kumar Agrawal as Independent Directors for a period of five consecutive years upto Mar 31, 2019.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Narendra Kumar Agrawal will retire in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume and other details relating to the Directors who are to be re-appointed as stipulated under Clause 49(IV) (G) of the Listing Agreement is furnished in the Notice convening the Fifteenth Annual General Meeting of the Company.

Corporate Governance

The report on Corporate Governance is given as a separate section titled "Report on Corporate Governance" which forms part of this Annual Report.

Infinite Computer Solutions (India) Limited

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with the Corporate Governance Report.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

Fixed Deposits

Your Company has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Employee Stock Option Plan

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure and forms an integral part of this report.

Directors' Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis.

Auditors

M/s. Amit Ray & Co., Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

Further the Auditors Report being self-explanatory, does not call for any further comments by the Board of Directors.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure and forms an integral part of this report.

Conservation of Energy and Technology Absorption

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your Company being a software solution provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

i. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans

During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 14 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for furthering the company's sales to overseas customers.

ii. Foreign Exchange earnings and outgo

The information on Foreign Exchange earnings and outgo is included in Note 19&20 of the Notes to Accounts to the Balance Sheet.

Acknowledgment

Your Directors gratefully acknowledge the contributions made by employees towards the success of your company. Your Directors are also thankful for the co-operation and assistance received from its customers, vendors, bankers, regulatory and Governmental Authorities in India and abroad and its shareholders.

For and on behalf of the Board

Upinder Zutshi Ravindra Rama Rao Turaga Managing Director Director & CEO Place : Bengaluru Date : 15th May, 2014


Mar 31, 2013

The Directors take pleasure in presenting the 14th Annual Report and Audited Accounts of the Company for the year ended March 31,2013.

Financial Results

Consolidated Financials of the Company and its Subsidiaries

Amount in Rs. Millions Year ended Year ended March 31,2013 March 31,2012

Total Sales and Income 13,980.87 10,682.12

Total Expenses 11,923.30 8,746.77

Total Income before Tax & Depreciation 2,057.57 1,935.35

Depreciation 433.12 328.53

Profit/(Loss) before Tax (PBT) 1,624.45 1,606.82

Profit/(Loss) after Tax (PAT) 1,307.40 1,207.03

Standalone Financials of the Company

Amount inRs. Millions Year ended Year ended March 31,2013 March31,2012

Total Sales and Income 4,547.25 3,709.20

Total Expenses 3,186.25 2,713.26

Total Income before Tax & Depreciation 1,361.00 995.95

Depreciation 115.24 81.48

Profit/(Loss) before Tax (PBT) 1,245.76 914.47

Profit/(Loss) after Tax (PAT) 1,062.67 752.14

Result of Operations

Consolidated Accounts

Consolidated revenue for the fiscal year 2013 was Rs. 13,980.87 Million, a growth of 30.89% over the previous year. Net Profit before Tax was Rs.1624.45 Million. Net Profit after tax increased by8.32% to Rs. 1,307.40 Million.

Standalone Accounts

Standalone revenue for the fiscal year 2013 was Rs. 4,547.25 Million, a growth of 22.59% over the previous year. Net Profit before Tax was Rs. 1,245.76 Million and Net Profit aftertaxincreased by 41.29% to Rs.1,062.67 Million.

Dividend

Your directors are pleased to recommend a final dividend of Rs. 3.00 per equity share of the face value of Rs. 10.00 for theyear ended March 31, 2013.The interim dividend of Rs. 6.00 per equity share was paid on December 06,2012.

The final dividend, subject to the approval of the shareholders in the ensuing AGM will be paid to the shareholders whose names appear in the Register of Members as on the date of bookclosure.

The total dividend for the financial year including the proposed final dividend amounts Rs. 9.00 per equity share and will absorb Rs. 383.04 Million.

Transfer to Reserves

We propose to transfer Rs. 106.27 Million to general reserve in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975. Your company also proposes to retain Rs. 510.02 Million in the profit and loss account.

Scheme of Amalgamation

Board of Directors of your Company, subject to requisite approvals, approved a Scheme of Amalgamation ("Scheme") under Section 391 to 394 of the Companies Act, 1956 for amalgamation of Infinite Data Systems Private Limited and Infinite Infosoft Services Private Limited, wholly owned subsidiaries of the Company with yourCompany.

Post the receipt of requisite approvals/NOC from the Stock Exchanges / Regional Director (Northern Region) /Ministry of Corporate Affairs and the Official Liquidator, the Hon''ble High Court of Delhi in its hearing on September 10,2012 approved the Scheme of Amalgamation.

The appointed day for Merger was April 01,2012. However the scheme became effective from September 26,2012, being the date of filing the necessary intimations with the Registrar of Companies, NCT of Delhi &Haryana.

Subsidiary Incorporation/Closure

In view of the new business prospects, your company incorporated six subsidiary companies namely Infinite Infocity Limited, Infinite Techworld Limited and InfiniteTechhub Limited in India, Unified Convergence Limited in Mauritius, Infinite Computer Solutions Limited in Hongkong and Infinite Computer Solutions Ltd. in British Virgin Islands.

Asa process of rationalization of subsidiary companies. Infinite Computer Solutions FZE; Dubai, wasclosed during theyear under review.

Particulars required as per section 212 of the Companies Act, 1956

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated February 08,2011, the audited accounts and Report of Board of Directors and Auditors of the Company''s subsidiaries have not been annexed to this Annual Report. The Company has compiled with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard-21 issued by the Institute of Chartered Accountants of India forming part of this Annual Report include the financial information of the subsidiary companies.

Director(s)

Pursuant to Section 256 of the Indian Companies Act, 1956 and Article 145 of Articles of Association of the Company, Mr. Ravindra Rama Rao

Turaga retires by rotation and being eligible offers himself for re-appointment.

Cmde. Navin Chandra, Whole Time Director of the Company resigned from the Company with effect from May 01,2013 due to health reasons.

The Board places on record its sincere appreciation for his advise and contribution made during the tenure of his Directorship.

Mr. Upinder Zutshi was re-appointed as the Managing Director & CEO of the Company for a further period of five years with effect from April

01,2013. His re-appointment is subject to the approval of members in the ensuing Annual General Meeting.

Brief resume and other details relating to the Directors who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing

Agreement isfurnished in the Notice convening the Fourteenth Annual General Meeting of the Company.

Corporate Governance

The report of Board of Directors of the Company on Corporate Governance is given as a separate section titled "Report on Corporate Governance"which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with the Corporate Governance Report.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

Fixed Deposits

YourCompany has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as at the Balance Sheet date.

Employee Stock Option Plan

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999are set out in the Annexure and forms an integral part of this report.

Directors''Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed, alongwith proper explanation relating to material departures, wherever applicable.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company forthat period.

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. they have prepared theannual accounts on a going concern basis.

Auditors

M/s. Amit Ray & Co., Chartered Accountants, the auditors of your Company who retire in the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment. A Certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Further the Auditors Report being self explanatory, does not callfor any further comments by the Board of Directors.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure and form an integral part of this report.

Conservation of Energy and Technology Absorption

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your Company being a software solution provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

i. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products & services and export plans

During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 14 sales offices spread over USA, Europe & APAC These offices are staffed with sales&technical staff forfurtheringthecompany''s sales to overseas customers.

ii. Foreign Exchange earnings and outgo

The information on Foreign Exchange earnings & outgo is included in Note 19&20 of the Notes to Accounts to the Balance Sheet.

Acknowledgement

Your Directors gratefully acknowledge the contributions made by employees towards the success of your company. Your Directors are also thankful for the co-operation and assistance received from its customers, vendors, bankers, regulatory and Governmental Authorities in India and abroad and its shareholders.

For and on behalf of the Board

Upinder Zutshi Ravindra Rama Rao Turaga

Managing Director & CEO Director

Place: Gurgaon

Date: May 16,2013


Mar 31, 2012

The Directors take pleasure in presenting the 13th Annual Report and Audited Accounts of the Company for the year ended March 31, 2012.

Financial Results

Consolidated Financials of the Company and its Subsidiaries

Amount in Rs. Millions

Year ended March 31,2012 Year ended March 31, 2011

Total Sales and Income 10,682.12 8,894.75

Total Expenses 8,746.77 7,371.04

Total Income before Tax & Depreciation 1,935.35 1,523.71

Depreciation 328.53 167.43

ProfiV(Loss) before Tax (PBT) 1,606.82 1,356.28

ProfiV(Loss) after Tax (PAT) 1,207.03 1,071.82

Standalone Financials of the Company

Amount in Rs. Millions

Year ended March 31,2012 Year ended March 31, 2011

Total Sales and Income 3,709.20 2,294.40

Total Expenses 2713.26 1,862.86

Total Income before Tax & Depreciation 995.95 431.54

Depreciation 81.48 55.00

ProfiV(Loss) before Tax (PBT) 914.47 376.54

ProfiV(Loss) after Tax (PAT) 752.14 343.70

Result of Operations

Consolidated Accounts

Consolidated revenue for the fiscal year 2012 was Rs. 10,558.03 Million, a growth of 19.53% over the previous year. Net Profit before Tax grew by 18.47% to Rs.1606.82 Million. Net Profit after tax increased by 12.61% to Rs.1,207.03 Million.

Standalone Accounts

Standalone revenue for the fiscal year 2012 was Rs. 3,447.06 Million, a growth of 54.31% over the previous year. Net Profit before Tax was Rs. 914.47 Million and Net Profit after tax was Rs. 752.14 Million.

Dividend

Your directors are pleased to recommend a final dividend of Rs. 4.50 per equity share of the face value of Rs. 10/- for the year ended March 31, 2012. The interim dividend of Rs. 4/- per equity share was paid on December 05, 2011.

The final dividend, subject to the approval of the shareholders in the ensuing AGM will be paid to the shareholders whose names appear in the Register of Members as on the date of book closure.

The total dividend for the financial year including the proposed final dividend amounts to Rs. 8.50 per equity share and will absorb Rs. 362.03 Million.

Transfer to Reserves

We propose to transfer Rs. 75.21 million to general reserve in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975. Your company also proposes to retain 269.74 Million in the profit and loss account.

Buy Back of Shares

The Board of Directors of the Company in their meeting held on April 11, 2011 approved the proposal for Buy-back of its own fully paid-up Equity Shares for a total consideration not exceeding Rs. 27 Crore and at a price not exceeding Rs. 230/- per equity share of Rs. 10/- each from the open market through the stock exchanges. A Public Announcement to the same effect was published on April 18, 2011, in all Editions of "Business Standard" (English & Hindi)

The Buy Back commenced on May 06, 2011 and closed on December 12, 2011. The cumulative number of equity shares bought back under the scheme is 1,400,000 (being the maximum number of equity shares that were to be bought back) for a total consideration of Rs. 163.02 Million at an average price of Rs. 116.44 per equity share. The paid-up equity share capital of the Company after the extinguishment of shares bought back under the scheme stood at Rs 425.60 Million comprising of 42,559,995 equity shares of Rs.10/- each.

Scheme of Amalgamation

During the year under review, the Board of Directors of the Company, subject to requisite approvals, approved a Scheme of Amalgamation ("Scheme") under Section 391 to 394 of the Companies Act, 1956 for amalgamation of Infinite Data Systems Private Limited and Infinite Infosoft Services Private Limited, wholly owned subsidiaries of the Company with the Company.

The requisite approvals/NOC have been received from the Bombay Stock Exchange and The National Stock Exchange of India.

The Company has filed the petition before the Hon'ble High Court of Delhi for approval of the Scheme of Amalgamation. The Scheme, if approved, shall be effective from April 01, 2012.

Subsidiary Incorporation/Closure/Merger

In view of the new business prospects of the Company, your company has incorporated a subsidiary named Infinite Infopark Limited.

As a process of rationalization of subsidiary companies. Infinite Australia Pty Ltd the Company's wholly owned subsidiary was closed during the year under review and Comnet International Co. USA (step down subsidiary of the Company) got merged with its Parent Entity viz. Infinite Computer Solutions Inc., USA (Wholly Owned Subsidiary of the Company)

Particulars required as per section 212 of the Companies Act, 1956

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated February 08, 2011, the audited accounts and Report of Board of Directors and Auditors of the Company's subsidiaries have not been annexed to this Annual Report. The Company has compiled with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard-21 issued by the Institute of Chartered Accountants of India forming part of this Annual Report include the financial information of the subsidiary companies.

Director(s)

Pursuant to Section 256 of the Indian Companies Act, 1956 and Article 145 of Articles of Association of the Company, Mr. Sanjay Govil retires by rotation and being eligible offers himself for re- appointment.

Brief resume and other details relating to Mr. Sanjay Govil as stipulated under Clause 49(IV)(G) of the Listing Agreement is furnished in the Notice convening the Thirteenth Annual General Meeting of the Company.

Corporate Governance

The report of Board of Directors of the Company on Corporate Governance is given as a separate section titled "Corporate Governance Report 2011-12" which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with the Corporate Governance Report.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

Fixed Deposits

Your Company has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as at the Balance Sheet date.

Employee Stock Option Plan

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure and forms an integral part of this report.

Directors' Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed, and that no material departures have been made from the same.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis.

Auditors

M/s. Amit Ray & Co., Chartered Accountants, the auditors of your Company who retire in the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment. A Certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Further the Auditors Report being self explanatory, does not call for any further comments by the Board of Directors.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure and forms an integral part of this report.

Conservation of Energy and Technology Absorption

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your Company being a software solution provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans

During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 14 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for furthering the company's sales to overseas customers.

ii) Foreign Exchange earnings and outgo

The information on Foreign Exchange earnings & outgo is included in Note 19 & 20 of the Notes to Accounts to the Balance Sheet.

Acknowledgement

Your Directors gratefully acknowledge the contributions made by employees towards the success of your company. Your Directors are also thankful for the co-operation and assistance received from its customers, vendors, bankers, regulatory and Governmental Authorities in India and abroad and its shareholders.

For and on behalf of the Board

Navin Chandra Upinder Zutshi

Whole Time Director Managing Director & CEO

Place: Bengaluru

Date: May 15, 2012


Mar 31, 2011

To the Members,

The Directors take pleasure in presenting the 12th Annual Report and Audited Accounts of the Company for the year ended March 31, 2011.

Financial Results

Consolidated Financials of the Company and its Subsidiaries

Amount in Rs. Million

Particulars Year ended Year ended

March 31, 2011 March 31, 2010

Total Sales and Income 8,894.42 6,662.50

Total Expenses 7,370.71 5,525.56

Total Income before Tax & 1,523.71 1,136.94

Depreciation

Depreciation 167.43 65.57

Profit/(Loss) before Tax (PBT) 1,356.28 1,071.37

Profit/(Loss) after Tax (PAT) 1,071.82 791.66

Standalone Financials of the Company

Amount in Rs. Million

Particulars Year ended Year ended March 31, 2011 March 31, 2010

Total Sales and Income 2,294.40 1,877.93

Total Expenses 1,862.86 1,225.21

Total Income before Tax & 431.54 652.72

Depreciation

Depreciation 55.00 42.08

Profit/(Loss) before Tax (PBT) 376.54 610.64

Profit/(Loss) after Tax (PAT) 343.70 439.23

Result of Operations

Consolidated Accounts

Consolidated revenue for the Fiscal 2011 was Rs. 8,894.42 Million, a growth of 33% over the previous year. Net Profit before Tax grew by 27% to Rs. 1,356.28 Million. Net Profit after-tax increased by 35% to Rs. 1071.82 Million.

Standalone Accounts

Standalone revenue for the Fiscal 2011 was Rs. 2,294.40 Million, a growth of 22% over the previous year. Net Profit before Tax was Rs. 376.54 Million and Net Profit after tax was to Rs. 343.70 Million.

Dividend :

Your Directors have paid an interim dividend of Rs. 3 per share (30% on par value of Rs. 10), which included a special dividend of Re. 1 per share (30% on par value of Rs. 10) on successful completion of ten years of operations, in November 2010.

Transfer to Reserves

We propose to transfer Rs. 34.37 Million to general reserve in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975. Your Company also proposes to retain Rs.155.54 Million in the Profit and Loss Account.

Buy Back of Shares

The Board of Directors of the Company in their meeting held on April 11, 2011 approved the proposal for Buy-Back of its own fully paid-up Equity Shares of Rs.10 each from the existing registered shareholders / beneficial owners of the Equity Shares, other than Promoter, Promoter Group and persons in control of the Company, from the open market through Stock Exchanges by using the electronic trading facilities of the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) subsequent to which the Public Announcement was published on April 18, 2011, in all Editions of "Business Standard" (English & Hindi) and filed with SEBI.

The Buy Back is in accordance with the Article 35 of the Articles of Association of the Company, Section 77A, 77AA & 77B and other applicable provisions of the Companies Act, 1956 for an amount upto Rs. 27 crores ("Maximum Offer Size"). The Maximum Offer Size represents 9.99% of the Company's aggregate paid up equity share capital and free reserves as on December 31, 2010 (the date of latest audited standalone accounts as on the date of Board meeting approving the Buy-Back).

The Buy Back is for a maximum of 14,00,000 Equity Shares of Rs. 10 each, and a minimum of 3,50,000 Equity Shares subject to Buy Back price being less than or equal to Rs. 230 per share. The Buy Back of equity shares commenced on May 06, 2011.

Till August 07, 2011, the Company had bought back 7,54,505 Equity Shares from the open market.

Changes in Capital Structure

Authorized Share Capital

During the year under review 3,500,000 Convertible Redeemable Preference Shares of Rs. 10 each forming part of the Authorised Share Capital of the Company have been re-classified into equivalent number of equity shares of face value of Rs. 10 each by taking approval of the members through Postal Ballot.Post re- classification, the authorized share capital of the Company comprises of 50,000,000 Equity Shares of Rs. 10 each aggregating to Rs. 500,000,000.

Issued and Paid Up Capital

7,54,505 shares were extinguished as a result of the Buy Back offer.

As of August 07, 2011 the paid up Capital of the Company, after such extinguishment stood at Rs. 43,20,54,900 comprising of 4,32,05,490 Equity Shares of Rs. 10 each.

Subsidiaries Incorporated during the year

In view of the new business prospects of the Company, your Company has set up subsidiaries in UAE viz. Infinite Computer Solutions FZE and in India viz. Infinite InfoComplex Private Limited and Infinite Infoworld Private Limited (became Infinite Infoworld Limited w.e.f July 07, 2011 on conversion into a Public Limited Company)

During the year under review, Infinite Australia Pty Ltd. (wholly owned subsidiary of the Company in Australia) was de-registered w.e.f May 04, 2011.

Particulars required as per Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated February 08, 2011, granted general exemption to holding companies from attaching the financial statements of their subsidiaries to the Company's Annual Report. In accordance with the said circular the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. The Company shall make available the audited annual accounts and related detailed information of the Company/its subsidiaries to any shareholder seeking such information at any point of time. The annual accounts of subsidiary companies will also be kept for inspection by any shareholder at the Company's Registered Office and Corporate Office and that of the respective subsidiary companies. The Company shall also furnish a hard copy of the details of accounts of subsidiary companies to any shareholder on such demand.

The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

Directors

Pursuant to Section 256 of the Indian Companies Act, 1956 and Article 145 of Articles of Association of the Company, Mr. Ajai Kumar Agrawal retires by rotation and being eligible offers himself for re-appointment.

Mr. Satish Kumar Agarwal who was appointed as an Additional Director on February 02, 2011 resigned with effect from May 27, 2011. The Board places on record its sincere appreciation for the advice and contribution of Mr. Satish Kumar Agarwal during his tenure with the Company.

Cmde. Navin Chandra was re-appointed as the Whole Time Director of the Company for a further period of three years with effect from April 01, 2011. His appointment is subject to the approval of the members in the ensuing Annual General Meeting.

Brief resume and other details relating to the Directors who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement is furnished in the Notice convening the Twelfth Annual General Meeting of the Company.

Group

The names of the Promoters and entities comprising "group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of inter - se transfer of shares under Regulation 3(1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended from time to time are:

Sl. No. Name of Person / Entity

1. Sanjay Govil and his relatives

2. IT Thinkers LLC

3. MC Data Systems Private Limited

4. Creative Holdbull Holdings Pte. Ltd

Corporate Governance

The report of Board of Directors of the Company on Corporate Governance is given as a separate section titled "Report on Corporate Governance " which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with the Corporate Governance Report.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Fixed Deposits

Your Company has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Employee Stock Option Plan

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure and forms an integral part of this Report.

Directors' Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed, and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

Auditors

M/s. Amit Ray & Co., Chartered Accountants, the auditors of your Company who retire in the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment. A Certificate under Section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Further the Auditors Report being self explanatory, does not call for any further comments by the Board of Directors.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure and forms an integral part of this Report.

Conservation of Energy and Technology Absorption

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively are not applicable to your Company. Your Company being a software solutions provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 14 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for furthering the Company's sales to overseas customers.

ii) Foreign Exchange Earnings and Outgo

The information on Foreign Exchange earnings & outgo is included in Note 5 & 6 under the heading "Additional Information pursuant to the provisions of Part II of Schedule VI of the Companies Act, 1956" of the Notes to Accounts to the Balance Sheet.

Acknowledgment

Your Directors gratefully acknowledge the contributions made by employees towards the success of your Company. Your Directors are also thankful for the co-operation and assistance received from its customers, vendors, bankers, regulatory and Governmental Authorities in India and abroad and its shareholders.

For and on behalf of the Board of Directors

(Upinder Zutshi) (Navin Chandra)

CEO & Managing Director Wholetime Director

Place : Bengaluru

Date : August 8, 2011


Mar 31, 2010

The Directors take pleasure in presenting the 11th Annual Report and Audited Accounts of the Company for the year ended March 31,2010.

Financial Results

Consolidated Financials of the Company and its Subsidiaries

Amount in Rs. Millions March 31, 2010 March 31, 2009

Total Sales and Income 6,662.50 4,960.73 Total Expenses 5,525.56 4,334.88 Total Income before Tax & 1,136.94 625.85 Depreciation Depreciation 65.57 48.21 Profit/(Loss) before Tax (PBT) 1.071.37 577.64 Profit/(Loss) after Tax (PAT) 791.66 457.22

Standalone Financials of the Company

Amount in Rs. Millions March 31, 2010 March 31, 2009

Total Sales and Income 1877.93 1,367.63 Total Expenses 1225.21 887.70 Total Income before Tax & 652.72 479.93 Depreciation Depreciation 42.08 36.36 Profit/(Loss) before Tax (PBT)610.64 443.57 Profit/(Loss) after Tax (PAT) 439.23 368.87

Result ofOperations Consolidated Accounts

Consolidated revenue for the fiscal year 2009-10 was Rs. 6,662.50 million, a growth of 34 % over the previous year. Net Profit before Tax grew by 85 % to Rs. 1, 071.37 million. Net Profit after Tax increased by 73 % to Rs.791.66 million.

Standalone Accounts

Standalone revenue for the fiscal year 2009-10 was Rs. 1,877.93 million, a growth of 37 % over the previous year. Net Profit before Tax grew by 38 % to Rs. 610.64 million. Net Profit after Tax increased by 19 % to Rs. 439.23 million.

Dividend

After careful assessment of the funds required by the Company for expansion, your Directors have recommended that the earnings of the Company are to be ploughed back and hence do not wish to recommend any dividend for the Financial Year ended March 31, 2010.

Initial Public Offering (IPO)

During the year under review, your Company completed its Initial Public Offering (IPO) for 1,15,03,000 equity shares of Rs.10/- each, comprising of a fresh issue of 57,33,600 equity shares and an offer for sale of 57,69,400 equity shares by WhiteRock Investments (Mauritius) Limited, Mr. Vaibhav Bhatnagar and Mr. Sanjay Govil, through the Book Building Process. The Issue constituted 26.17 % of the fully diluted post issue paid-up capital of the Company. The issue was offered at a price band of Rs. 155/- to Rs. 165/-, and the issue price was fixed at Rs. 165/- per share.

Your Directors would like to state with great pleasure that the issue received an overwhelming response from the investing community and was oversubscribed by over 36 times with the QIB portion getting oversubscribed by 35.07 time, HNI portion by 98.04 times and the Retail portion by 10.77 times.

The shares were allotted on January 27. 2010 and trading in shares commenced on February 03, 2010 at the Bombay Stock Exchange and The National Stock Exchange of India.

Post the IPO the paid up equity share capital of the Company stands at Rs. 439,599,950/- consisting of 43,959,995 equity shares of Face Value of Rs. 10/- each.

The details pertaining to the utilization of the IPO Proceeds till March 31, 2010 are provided in the notes forming part of the annual accounts of the Company.

Incorporation of a Wholly Owned Subsidiary

Infinite Convergence Solutions Inc, was incorporated during the year as a Wholly Owned Subsidiary of the Company, to enter into a strategic alliance with Motorola, to further develop and support Motorolas software enabled short message service (SMS) and multi-media messaging service (MMS) messaging solutions.

Mr. Sanjay Govil, Chairman of your Company, was nominated and appointed as a Director of the new subsidiary.

Directors

Pursuant to Section 256 and Article 145 of Articles of Association of the Company, Mr. Narendra Kumar Agrawal retires by rotation and being eligible offers himself for re-appointment.

None of the Directors of the Company is disqualified in terms of Section 274 (l)(g) of the Companies Act, 1956«nd the Rules made thereunder.

Brief resume and other details related to the Director who is to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement is furnished in the Notice convening the Eleventh Annual General Meeting of the Company.

Subsidiaries

For the Financial Year ended March 31, 2010, the Company has following subsidiaries:

(i) Infinite Computer Solutions Inc., USA

(ii) Infinite Computer Solutions Pte. Ltd.. Singapore

(iii) Infinite Computer Solutions Sdn. Bhd., Malaysia

(iv) Infinite Computer Solutions (Shanghai) Co. Ltd., China

(v) Infinite Computer Solutions Limited., UK

(vi) Infinite Australia Pty. Ltd., Australia

(vii) Comnet International Company; USA (Wholly owned subsidiary of Infinite Computer Solutions. Inc. USA)

(viii) India Comnet International Private Limited (Wholly owned subsidiary of Comnet International Company, USA)

(ix) Infinite Data Systems Private Limited .India

(x) Infinite Infosoft Services Private Limited, India

(xi) Infinite Data Systems UK Limited. (Wholly owned subsidiary of Infinite Data Systems Private Limited)

(xii) Infinite Convergence Solutions, Inc., USA

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Balance Sheet and Profit & Loss Account of its subsidiaries. The Company had applied to Ministry of Corporate Affairs seeking exemption from such attachment, as the Company presents the audited consolidated financial statements in the Annual Report. The Ministry of Corporate Affairs has granted exemption from complying with Section 212. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries. The Company will make available the audited annual accounts and related information of the subsidiary companies, where applicable upon request by any investor of the Company and of its subsidiary companies. These documents will also be available for inspection during business hours at the registered office of the Company and that of the subsidiary companies concerned. The Company has given the necessary details requested by the Ministry of Corporate Affairs along with the statement regarding Subsidiary Companies under Section 212 of the Companies Act, 1956, elsewhere in the Annual Report for this Financial Year 2009-10.

Corporate Governance

The report of Board of Directors of the Company on Corporate Governance is given as a separate section titled "Report on Corporate Governance " which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with the Corporate Governance Report.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

Fixed Deposits

Your Company has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

DirectorsResponsibility Statement

Incompliance with Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed, and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

Auditors

M/s. Amit Ray & Co., Chartered Accountants, the auditors of your Company who retire in the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment. A Certificate under Section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Further the Auditors Report being self explanatory, does not call for any further comments by the Board of Directors.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure and forms an integral part of this Report.

Conservation of Energy andTechnoiogy Absorption

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively, are not applicable to your Company. Your Company being a software solutions provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

The information on Foreign Exchange earnings & outgo is included in Note 5 & 6 under the heading "Additional Information pursuant to the provisions of Part II of Schedule VI of the Companies Act, 1956" of the Notes to Accounts to the Balance Sheet.

Additional Information-Balance Sheet Abstract and Companys General Business Profile,

Information pursuant to the Department of Company Affairs notification dated May 15, 1995, relating to Balance Sheet Abstract and Companys general business profile, is provided in the Annual Report for your information.

Acknowledgement

Your Directors wish to place on record their appreciation to the contribution made by the employees of the Company and its subsidiaries during the year under review. Your Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Your Directors thank the customers, clients, vendors and other business associates for their continued support towards the Companys growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

Place : Bangalore For and on behalf of the Board of Directors Date: May 12,2010 (Upinder Zutshi) (Navin Chandra) Managing Director Wholetime Director

 
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