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Directors Report of Info-Drive Software Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 27th Annual Report on the Business & Operations of Info-Drive Software Limited (hereafter referred to as 'InfoDrive') together with Audited Accounts for the financial year ended March 31, 2015.

Company Performance

The highlights of Consolidated Financial Results of your Company and its Subsidiaries are as follows:

Rs . Lacs

Consolidated 2015 2014

Turnover / Income from operations 8757.31 6,319.53

Exchange Fluctuation Gain/(Loss) (39.15) 378.33

Interest and finance charges 69.90 155.29

Profit after Tax (after Minority Interest adjustment) carried to Balance Sheet 341.19 12.68

The highlights of Financial Results of your Company as a Standalone entity are as follows:

Rs . Lacs

Stand Alone 2015 2014

Turnover / Income from operations 1805.12 1,212.99

Exchange Fluctuation Gain/(Loss) (38.54) 385.60

Interest and finance charges 46.26 85.67

Profit after Tax carried to Balance Sheet 272.04 31.57

BUSINESS OVERVIEW:

During the financial year ended 31 March 2015, your company recorded revenues of Rs. 180.51 million as compared to Rs. 121.29 million in the previous financial year. The profit earned by the Company for the year was Rs. 27.20 million as compared to Rs. 3.2 million in 2014.

A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Management Discussion and Analysis (MDA) section, which forms a part of this Annual Report.

DIVIDEND

Keeping the Company's growth plans in view, no dividend is being recommended by Board of Directors for the year.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has five wholly owned subsidiaries and one subsidiary-cum-joint venture across the globe.

The following table provides a list of all these Subsidiaries/Associates as on March 31, 2015:

Name of Subsidiary/ Associate Country of Incorporation

Info-Drive Software Inc. United States of America

Info-Drive Systems Sdn. Bhd. Malaysia

Info-Drive Software LLC-Subsidiary United Arab Emirates cum Joint Venture

Info-Drive Enterprises Pte Ltd, Singapore (Formerly known as Info-Drive Software Pte. Ltd.)

Info-Drive Software Limited Canada

Infodrive Mauritius Limited Mauritius

Infodrive Technologies Ltd. - Thailand Associate Company

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed form AOC 1 is provided as Annexure A to this Directors' Report. The statement also provides the details of performance, financial position of each of the subsidiaries.

INFODRIVE ENTERPRISES PTE. LTD.

Infodrive Enterprises Pte. Ltd., is based in Singapore. It was incorporated in 2007 for providing Software development, Infrastructure Management Services, Systems Integration and dealing/trading of commodities.

INFODRIVE MAURITIUS LIMITED

Infodrive Mauritius Limited., is based in Mauritius. It was incorporated in 2008 to expand business in the country and provide business consulting and Information technology services for clients in various industries which includes Conventional & Islamic banking, financial services and telecom.

INFO-DRIVE SOFTWARE INC.

Info-Drive Software Inc is based in USA. It was incorporated in 2007 to expand business in the country with object of providing product design, development & customization solutions to Large technology Companies and caters to Pension Service Providers.

INFO-DRIVE SOFTWARE LLC

Info-Drive Software LLC is based in Dubai, UAE. It was incorporated in 2007. The Company is engaged in the activity of reselling packaged software and implementation, System Integration & Data Analytics Infrastructure Management Services.

INFO-DRIVE SOFTWARE LIMITED

Info-Drive Software Limited is based in Canada and it was incorporated in 2008 to provide IT Consulting Services.

INFO-DRIVE SYSTEMS SDN. BHD.

Info-Drive Systems Sdn. Bhd is based in Malaysia and it was incorporated in 1994 and became a subsidiary of InfoDrive in 2007. The Company is providing a complete range of business consulting and Information technology services for clients in industries include Conventional & Islamic banking, financial services and telecom.

INFO DRIVE TECHNOLOGIES CO., LTD

Info Drive Technologies Co., Ltd is based in Thailand and the Company is engaged in IT Consulting, Software Development, Hardware, System Integration and BPO Services.

CAPITAL STRUCTURE:

AUTHORISED CAPITAL:

During the year under review, pursuant to the approval of the members at the Extra Ordinary General Meeting of the Company held on April 02, 2014 the Authorized Share Capital of the Company was increased from Rs 70,00,00,000 (Rupees Seventy crores) to Rs. 100,00,00,000 (Rupees One Hundred crores) divided into 10,00,00,000 Equity Shares of Rs. 10/- each. Foreign Currency Convertible Bonds (FCCBs).

SUBDIVISION OF SHARES

During the year, pursuant to the approval of the members at the 26th Annual General Meeting of the Company held on September 30, 2014 to the sub-division of the Equity Shares of the Company, each equity share of nominal face value of Rs. 10 (Rupees ten) each was sub-divided to 10 (ten) Equity Share of the face value of Re. 1 (Rupee one) each. The effective date for the said sub-division was December 26, 2015 (record date).

The authorised equity share capital of the Company after sub- division of the face value of Equity Shares is Rs. 100,00,00,000 (Rupees One Hundred crores) divided into 100,00,00,000 Equity Shares of Re. 1/- each.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs):

During the year, the Company has issued 91 Zero Coupon Foreign Currency Convertible Bonds of US$ 100,000 each due 2019 pursuant to Offering Circular dated December 12, 2014. The bonds are mandatorily convertible with Bondholders having an option to convert each bond into fully paid up equity shares of Re.1 each at the conversion price of Re.1 per share translated from US$ at the fixed exchange rate of Rs. 60.09 per US$ at any time up to the Close of Business on December 12, 2019 except during the 'closed period' as defined in the Offering Circular.

During the year under review, the Company has converted 18 FCCBs into 10,81,62,000 equity shares of Re.1 each in terms of conversion notices received from the Bondholders. As on March 31, 2015, 73 (Seventy Three) FCCBs are outstanding.

ALLOTMENT OF SHARES:-

During the year under review, the Company has allotted 10,81,62,000 equity shares consequent to the conversion notice(s) received from the Bondholders for conversion of the Foreign Currency Convertible Bonds ("FCCB") for total value of US$ 1.8 million at a conversion price of Re.1 per share translated from US$ at the fixed exchange rate of Rs. 60.09 per US$, in accordance with the terms of the Offering Circular dated December 12, 2014 for issue of US$ 9.1 million unsecured Zero Coupon Foreign Currency Convertible Bonds.

Consequently the paid up share capital of the Company has increased from Rs. 45,09,02,200 aggregating 45,09,02,200 equity shares of Re.1 each to Rs. 55,90,64,200 aggregating 55,90,64,200 equity shares of Re.1 each.

The Company has received approval from BSE Limited for listing and dealing of all the above Equity Shares of the Company.

MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE

There were no material changes and commitments affecting the financial position between the end of the Financial Year and the date of this Report.

FIXED DEPOSITS

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review

AUDITORS:

STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting of the Company held on September 30, 2014 appointed M/s. K. S. Reddy Associates, Chartered Accountants (Firm Registration No. 009013S) as the Statutory Auditor of the Company to hold such office till the conclusion of the Annual General Meeting in the calendar year 2017.

M/s. K. S. Reddy Associates has confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. Further, in terms of the Clause 41(1)(h) of the Listing Agreement, the statutory auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. K. S. Reddy Associates has confirmed that they hold a valid certificate issued by 'Peer Review Board' of ICAI; and have provided a copy of the said certificate to your Company for reference and records. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company. Your Directors propose ratification of appointment of M/s. K. S. Reddy Associates as the Statutory Auditor of your Company.

The observation in the Auditors'' Report (in italics) are followed by appropriate reply and explanation (in bold) as under.

a) As certified by the management the financial statements of Technoprism LLC being the subsidiary company of Info-Drive Software Inc., USA are not made available and hence not included in the consolidated financial statements. In the absence of any financial information non provision for diminution in value of investments, if any, I am unable to quantify the effect of such non provision on the value of investments and the net worth of the respective companies.

In view of revival of operations of Subsidiary, provision for diminution in value of investments as per the requirements of Accounting Standard -13 (Accounting for Investments) is not considered necessary and hence not made.

b) Confirmation of balances in respect of the subsidiary companies that have been incorporated in the consolidated financial statements of the Company have not been obtained and completely relied upon the information and explanations provided by the management as audited financial statements of these entities as at 31st March 2015 were not available.

Audit is not mandatory to our overseas subsidiaries according to the legal provisions of respective host countries. Hence, the Audited Financial Statements are not made available

c) 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.

The Company is taking all necessary steps to file the same.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed S. Hari Krishnan, (Membership No.29583, COP.1374Q) Practising Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. Accordingly, the Secretarial Auditor has given his report, which is annexed hereto as Annexure B. The comments of the Board on the observations of the Secretarial Auditor are given after Annexure B above.

Internal Auditor

Mr. ANL Madhavann, CFO of the Company has been appointed as Internal Auditor to carry out the Internal Audit of various operational areas of the Company for the financial year ended March 31, 2015.

Board Meetings

The details pertaining to the composition, terms of reference, etc. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

Directors and Key Managerial Personnel

In the last Annual General Meeting, Mr. V N Seshagiri Rao, (DIN:00338930) Mr. Jaffer Sadiq Ameer (DIN:06523268) and Mr. Framed Manoharlal Jain (DIN:0271 1 188) were appointed as Independent Directors on the Board of the Company. The appointment of all the 3 (Three) Independent Directors was made for a period of 5 (Five) consecutive years for a term up to conclusion of the 31st Annual General Meeting to be held in the calendar year 2019, Pursuant to the provisions of the Companies Act, 2013, they are not liable to retire by rotation.

During the year under review, N. Viswanathan, Independent Director and Mr. K. Chandrasekaran, Non Executive Director stepped down from the Board. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors.

Ms. Lakshmi Sankarakrishnan (DIN:02576900) was appointed as an Additional Director (Independent) on the Board with effect from March 31, 2015. We seek your confirmation for appointment of Ms. Lakshmi Sankarakrishnan as Independent Director for a term of one year i.e. from September 30, 2015 to September 30, 2016 respectively on non-rotational basis.

Ms. Smitha Iyer (DIN:02535610) was appointed as Additional Director on the Board with effect from March 31, 2015. We seek your confirmation for appointment of Ms. Smitha Ramachandran as Non Executive Director liable to retire by rotation.

At present, your Company has 6 (Six) Non-Executive Directors out of which 4 (Four) are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one- third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

In terms of Section 152 of the Companies Act, 2013 and pursuant to Articles of Association of your Company, Mr. ANL Madhavann, Director is liable to retire by rotation at the Twenty-Seventh Annual General Meeting.

At the Board Meeting held on May 13, 2014, Mr. A.S. Giridhar, as Manager, Mr. ANL Madhavann as Chief Financial Officer and Mr. Ajay K Mehta as Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Subsequent to the financial year, Mr. A S Giridhar was appointed as Chief Financial Officer of the Company in place of Mr. ANL Madhavann w.e.f 29th May 2015.

In terms of the Listing Agreement, the Company conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The details of the same can be found at: http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/ FAMILIARIZEPOLICY FOR INDEPENDENT DIRECTORS.pdf

Independent Directors

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

Separate Meeting of Independent Directors was held on February 13, 2015.

Committees of the Board

During the year under report, the Board of Directors of your Company reconstituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

1. Audit Committee

The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

2. Nomination and Remuneration Committee

The Board of Directors at its meeting held in May 2014 named this Committee as the Nomination and Remuneration Committee for the purpose of provisions under the Companies Act, 2013 with respect to the terms of the Nomination and Remuneration Committee of the Company covered under the statutory terms of the Nomination and Remuneration Committee. The details pertaining to the composition, terms of reference, etc. of the Nomination and Remuneration Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

3. Stakeholders Relationship Committee

The details pertaining to the composition, terms of reference, etc. of Stakeholders Relationship Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

4. Issue Management Committee

The details pertaining to the composition, terms of reference, etc. of Issue Management Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

Institutional Holding

As on March 31, 2015, the total institutional holding in your Company stood at 44.14 % of the total share capital.

Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Companies Act, 2013, your Company has provided the Consolidated Financial Statements as on March 31, 2015. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is attached to the consolidated financial statements.

The Annual Report of your Company though does not contain full financial statements of the subsidiary companies, your Company will make available the annual accounts and related information of the subsidiary companies, upon request by any Member of your Company.

Consolidated Financial Statements

Consolidated financial statements of your Company and its subsidiaries as at March 31, 2015 are prepared in accordance with the Accounting Standard 21 (AS - 21) on 'Consolidated Financial Statements' issued by the Institute of Chartered Accountants of India, and form part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries', Associates' and Joint Ventures (in Form AOC-1) is as Annexure A. The Policy for determining material subsidiaries of the Company is available on the Company's website at http://infodriveservices.com/investors/pdfs/pdfs/Policy_ Committee_New/POLICY FOR MATERIAL SUBSIDIARYpdf

Particulars of Loans given, Guarantees given and Investments made

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Related Party Transactions

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors is available on the Company's website at http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/ POLICY FOR RELATED TRANSACTIONS.pdf

During the year under review, the Company had not entered into any material transaction with any party who is related to it as per the Companies Act, 2013. There were certain transactions entered into by the Company with its foreign subsidiaries and other parties who are related within the meaning of Accounting Standard (AS - 18). Attention of Members is drawn to the disclosure of transactions with such related parties set out in Note No. L of the Standalone Financial Statements, forming part of this Annual Report. The Board of Directors confirms that none of the transactions with any of related parties were in conflict with the Company's interest and all transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended on 31.03.2015 were in the ordinary course of business and on basis of arms length pricing and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable.

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries.

Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financial control as per section 134 of the Companies Act, 2013. The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company's policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

Code of Conduct

The Code of Conduct as approved by the Board of Directors is available on the Company's website at http://infodriveservices.com/investors/ pdfs/pdfs/Policy_Committee_New/CODE OF CONDUCT.pdf

Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return of the Company for the financial year ended on March 31, 2015 is provided in the Annexure C to the Directors' Report.

Corporate Governance

A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Agreement and any other applicable law for the time being in force forms an integral part of this Report.

Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Agreement and any other applicable law for the time being in force based on audited, consolidated financial statements for the financial year 2014-15 forms part of this Annual Report.

Conservation Of Energy, Research and Development (R&D), Technology Absorption and Foreign Exchange Earnings & Outgo

(A) Conservation of energy

The nature of your company's operations is not energy intensive. Your company believes that it forms part of the duty to save energy and also install necessary apparatus which will help conserve energy. Your company's computer terminals, air conditioning systems, lighting and utilities are modern technology-enabled to facilitate the optimal use of energy and power.

(B) Research and Development (R&D)

Your company is actively engaged in the research and development of IT Consulting Services. Your company's management team performs an end-to-end function by acting as the sounding board and mentors for the R & D team to develop their ideas to facilitate market launch. The teams will develop a unique approach and strengthen our positioning through tools, frameworks and methodologies to provide value-added services to clients.

(C) Technology absorption

Your company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavour to obtain and deliver the best, our company entered into alliances with major global players in the industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with latest technology globally and deploy / absorb technology wherever feasible, relevant and appropriate. Your company also attached tremendous importance to indigenous development and technology up gradation through its extensive Research and Development operations. The benefits derived from these processes are phenomenal and improved the quality of your company's world-class services.

(D) Foreign Exchange Earnings and Outgo

The particulars of foreign exchange earnings and outgo, based on actual inflows and outflows are as follows:

Rs . Lacs

Particulars March 31, 2015 March 31, 2014

Earnings Nil 34.06

Outgo Nil 2.62

Directors Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of section 134 state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation.-For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details of Policy Developed and Implemented By the Company on Its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

vigil Mechanism (whistle Blower Policy)

The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this Annual Report. The Company has uploaded the policy on its website at http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/ POLICY FOR WHISTLE BLOWER.pdf

Risk Management Policy

Report on Risk Management based on the risk management policy developed and implemented by the Company for the financial year 2014-15 forms part of this Annual Report.

Performance Evaluation of the Board, its Committees and Directors

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors including Independent directors pursuant to the provisions of the Act under and Companies Act 2013 as per the criteria laid down .Evaluation of Independent Directors has been done by entire Board as per Schedule IV of the Companies Act 2013.

In pursuance of Clause 49 of the Listing Agreements ("Clause 49") the Board shall monitor and review entire Board evaluation framework.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Criteria for evaluation of Director

* Leadership initiative

* Initiative in terms of new ideas and planning for the Company

* Professional skills, problem solving, and decision-making

* Compliance with policies of the Company, ethics, code of conduct, etc.

* Reporting of frauds, violation etc.

* Safeguarding of interest of whistle blowers under vigil mechanism

* Timely inputs on the minutes of the meetings of the Board and Committee, if any

Criteria for evaluation of Independent Director

* Attendance and participations in the meetings

* Raising of concerns to the Board

* Safeguard of confidential information

* Rendering independent, unbiased opinion and resolution of issues at meetings

* Initiative in terms of new ideas and planning for the Company

* Safeguarding interest of whistle-blowers under vigil mechanism

* Timely inputs on the minutes of the meetings of the Board and Committee's, if any

Criteria for evaluation of Board /Committee

* The Board of Directors /Committee members of the company is effective in decision making

* The Board of Directors /Committee members are effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.

* The Board of Directors /Committee members review the organization's performance in carrying out the stated mission on a regular basis.

* The Board of Directors /Committee members are effective in providing necessary advice and suggestions to the company's management.

* Are the Board of Directors /Committee members as a whole up to date with latest developments in the regulatory environment and the market?

* Board meetings/Committee Meetings are conducted in a manner that encourages open communication, meaningful participation, and timely resolution of issues etc

* The Board/Committee oversees the role of the independent auditor from selection to termination and has an effective process to evaluate the independent auditor's qualifications and performance.

Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows:

Rs. Lacs

Remuneration % increase in S # Name of Director/ of KMP for Remuneration in KMP and Designation FY 2014-15 the FY 2014-15



1 A S Giridhar 3 N.A.

2 ANL Madhavann 19.8 N.A.

3 Ajay K Mehta 6 N.A.

Total 28.8 -

Ratio of Comparison of the remuneration remuneration of S # Name of Director/ of eachKMP to the KMP against the KMP and Designation median performance of the remuneration of Company employees

1 A S Giridhar 3.69 Profit Before tax 2 ANL Madhavann 6.09 increased by 308 % and Profit after tax 3 Ajay K Mehta 1.85 increased by 761.7 % during FY 2014-2015

Total

During the financial year 2014-15, none of the Directors was drawing any remuneration except sitting fees.

During the financial year 2014-15, there was no increase in the remuneration of Key Managerial Personnel(s) and Employees. Hence, the ratio of their remuneration is not provided.

The median remuneration of employees of the Company during the financial year 2014-15 was 3.25 Lakhs p.a. As on March 31, 2015, there were 139 permanent employees who were on the roll of the Company (on consolidated basis).

Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of the Key Managerial Personnel(s) is Rs. 28.8 Lakhs in 2013-14 and Rs. 28.8 Lakhs in 2014-15 whereas Profit after Tax increased by 761.7 % from Rs.31.57 Lakhs in 2013-14 to. Rs.272.04 in 2014-15.

Variations in the Market Capitalization of the Company. The Market Capitalization as on 31st March, 2015 stood at Rs.3246.49 Lakhs (Rs.2782.60 Lakhs 31st March, 2014)

Price Earnings Ratio of the Company as on 31st March 2015 Rs.0.05 as compared to 0.07 as on 31st March 2014

Market Quotation % decreased compared on 31.03.2014 was 38.3 % compared IPO issue price. Market Quotation % decreased compared on 31.03.2015 was 0.28 %compared IPO issue price.

The key parameters for the variable component of remuneration availed by the KMPs are considered by the Board of Directors based on recommendations of Nomination and Remuneration Committee and as per the Remuneration Policy for Key Managerial Personnel and other employees.

During the financial year 2014-15, none of the Directors was drawing any remuneration. Hence, the ratio of their remuneration to the remuneration of highest paid director is not provided. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

No employee throughout the financial year was in receipt of remuneration of Rs. 60 Lakhs p.a. or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Listing with the Stock Exchanges

The Equity Shares of the Company are listed on BSE Limited (BSE) and Madras Stock Exchange Limited (MSE).

Listing fees for 2014-15 have been paid to BSE

The Equity Shares of the Company were permitted to be traded and admitted to dealing on National Stock Exchange of India Limited (NSE) w.e.f. January 08, 2010 under Permitted Category by virtue of its listing on Madras Stock Exchange Limited (MSE).

In terms of SEBI Circular dated May 22, 2014, MSE has been derecognized and consequently the trading permission of the Company's Shares on NSE has been withdrawn by NSE vide circular dated January 06, 2015 with effect from January 30, 2015.

Secretarial Standards

The Company will comply with the Secretarial Standards as and when they are made effective.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding sexual harassment. During the year, there was no case of anti-harassment reported to the Committee(s).

Other Matters

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under report:

1. No KMP of the Company receives any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.

ACKNOWLEDGEMENTS

The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to the Central and State Government, Stock Exchanges, Securities & Exchange Board of India, Reserve Bank of India, Software Technology Parks of India, Banks, Lenders, FCCB holders and last but not the least, its trusted clients for their continued support.

The Directors would like to express their gratitude for the profuse support and guidance received from alliance partners and vendors. The Directors would also like to express their sincere thanks and appreciation to all the employees across the globe for their commendable work and professionalism.

For and on behalf of the Board of Directors

Sd/- Sd/- v. N. Seshagiri Rao Pramod Manoharlal Jain Director Director DIN 00338930 DIN 02711188

Date: May 29, 2015 Place: Chennai


Mar 31, 2014

DEAR MEMBERS

The Directors are pleased to present the 26th Annual Report on the business & operations of Info-Drive Software Limited (hereafter referred to as ''InfoDrive'') together with Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of Consolidated Financial Results of your Company and its Subsidiaries are as follows:

Rs. Lacs

Consolidated 2014 2013

Turnover / Income from operations 6,319.53 8,002.71

Other Income 71.93 274.38

Exchange Fluctuation Gain/(Loss) 378.33 199.76

Interest and finance charges 155.29 314.07

Profit after Tax (after Minority 12.68 74.83 Interest adjustment) carried to Balance Sheet

The highlights of Financial Results of your Company as a Standalone entity are as follows:

Rs. Lacs

Stand Alone 2014 2013

Turnover / Income from operations 1,212.99 2,119.90

Other Income 56.90 265.06

Exchange Fluctuation Gain/(Loss) 385.60 192.87

Interest and finance charges 85.67 142.52

Profit after Tax carried to 31.57 85.95 Balance Sheet

BUSINESS OVERVIEW:

During the financial year ended March 31, 2014, your company recorded revenues of Rs. 165.44 million as compared to Rs. 257.78 million in the previous financial year. The profit was 3.2 million as compared to 8.6 million in 2013.

A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Management Discussion and Analysis (MDA) section, which forms a part of this annual report.

DIVIDEND

Keeping the Company''s growth plans in mind, no dividend was recommended by the Board of Directors for the year.

BRANCH

Info-Drive Software Limited (Singapore Branch) was incorporated in November 2007 to expand its business in hardware sales & support services business in Singapore.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the company prepared as per Accounting Standard AS 21 and Accounting Standard AS 23, consolidating the company''s accounts with its subsidiaries and an associate have also been included as part of this Annual Report As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act, 1956. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

The Ministry of Corporate Affairs, Government of India has issued a Circular No. 2 /2011 dated February 8, 2011 granting general exemption to Companies under Sec 212(8) from attaching the documents referred to in Sec 212 (1) pertaining to its subsidiaries, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report. The Board of Directors of the Company have accordingly decided to dispense with the requirement of attaching to its Annual Report the annual audited accounts of the Company''s subsidiaries.

A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/its subsidiaries seeking such information and are available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection at the head offices/registered offices of the respective subsidiary companies.

MATERIAL NON-LISTED SUBSIDIARY COMPANY

As per Clause 49 of the Listing Agreement, your Company has no material non-listed subsidiary company in India, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

CAPITAL STRUCTURE

During the year under review, the share capital of your Company remained unaltered.

Subsequent to the close of the financial year, the Authorized Share Capital of the Company was increased from Rs. 70 Crores to Rs. 100 Crores pursuant to the approval accorded by the members of the Company at their meeting held on April 2, 2014.

FIXED DEPOSIT

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIRECTORS, MANAGER AND SECRETARY

1. Mr. V.N. Seshagiri Rao is a Non-Executive Director since 2008. He has an experience of over 39 years in the field of Management. He is a Chartered Accountant by qualification and has held several senior management positions involving Finance and Business management. He is an expert in the field of Finance, Company Law and related areas. He has held advisory positions for many senior businessmen and in large business houses. He has worked alongside reputed consultants and served many Companies'' Boards. His knowledge and guidance will be an asset to the Company in its growth and expansion plans. He is a member of Audit Committee. He is not holding any shares in the Company. He is not holding any shares in the Comp any.

2. Mr. ANL Madhavann, BSc.,FCA,FCS,PGDBA,BGL Chartered Accountant and Company Secretary has well over 29 years of experience of Corporate Mergers & Acquisitions, Strategic Management Solutions, Healthcare Business Analytics, Hospital and Pharmacy Chains both in India and Abroad, extensive corporate experience includes inter alia financial closures for large corporates, strategic funding and business development. Associated with Goldman Sachs and IFC Washington served on the Board of leading corporates. As a Director adds value to the vision on credit society solution by supplementing funding strategies and as Company Secretary to Corporate Governance. He is not holding any shares in the Company.

3. Mr N Viswanathan was appointed as a Non-Executive Independent Director of the Company. He is a practicing Chartered Accountant and has over two decades of professional experience in areas of external /internal audits, taxation and company law and is an additional Non-Executive Independent Board Member of the Company. He is not holding any shares in the Company.

4. Mr Jaffer Sadiq Ameer was appointed as a Non-Executive Independent Director of the Company. He is a M. Com graduate and has over 12 years of experience in the areas of relationship management and business development. He is also successful recruiter and trainer for sales and marketing personnel for IT industries and is an additional Non-Executive Independent Board Member of the Company. He is not holding any shares in the Company.

5. Mr. Pramod Manoharlal Jain was appointed as a Non-Executive Director of the Company w.e.f May 13, 2014. He is an entrepreneur in Capital Markets has more than two decades of experience in business development and capital markets especially secondary market & commodities. He joined the Board of Directors on May 13, 2014 as an additional director. He is 000.not holding any shares in the Company.

6. The Board has reappointed Mr. A. S. Giridhar as Manager in terms of Section 269 read with Schedule XIII to the Companies Act, 1956 with effect from April 1, 2014 to March 31, 2015. He has over two and half decades of experience in Marketing & Sales. Has gained vast experience in Advertising and handled top groups and has been responsible for major campaigns. He is excellent in Client Relations Management and excels in inter personal skills. He is a Media Consultant and has been organizing Events. He has produced documentaries for television channels and individual clients. He is not holding any shares in the Company.

7. The Board has appointed Mr. Ajay K Mehta, as Company Secretary and Compliance Officer of the Company w.e.f May 13, 2014. He is a Fellow Member of the Institute of Company Secretaries of India (ICSI) and qualified Chartered Accountant has tremendous hands-on experience in Mergers & Acquisitions, Corporate Governance and Compliances. He is not holding any shares in the Company.

RETIREMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Pramod Manoharlal Jain was appointed as an Additional Director w.e.f. May 13, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Pramod Manoharlal Jain for appointment as a Director.

Mr. K Chandrasekaran has resigned as Director of the Company w.e.f May 13, 2014. The Board places on record its deep sense of appreciation and gratitude for the significant contributions made by him to the company.

The Board of Director has appointed Mr. Ajay K Mehta as Company Secretary & Compliance Officer of the Company with effect from May 13, 2014 pursuant to the provisions of Section 203 of the Companies Act, 2013.

Mr. ANL Madhavann, Director, shall retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

At present, your Company has 3 (Three) Non-Executive Directors who are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

During this Annual General Meeting, it is proposed to confirm the appointment of all the present Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013, the period of appointment of Independent Directors shall be 5 (Five) consecutive years from the date of their appointment at Annual General Meeting and they are not liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) proposing appointment of 3 (Three) Non-Executive Directors who are Independent Directors of the Company at the ensuing Annual General Meeting. Consequent to appointment as a Director, they will occupy the position of Directors of your Company.

The information on the particulars of Directors eligible for appointment / re-appointment in terms of Clause 49 of the listing agreement has been provided in annexure to the notice convening the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 ("Act") and based on the representations received, the Directors hereby confirm that:

1. In the preparation of annual accounts for the year 2013-2014, the applicable Accounting Standards have been followed and there are no material departures;

2. They have selected such accounting policies in consultation with statutory authorities 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 the financial year;

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. K. S. Reddy Associates, Chartered Accountants (FRN. 009013S), Chennai, India who is the Auditor of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and they have expressed their willingness to be appointed as Statutory Auditor of the Company at the ensuing Annual General Meeting.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section

141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Audit Committee has recommended their re-appointment as Statutory Auditor of the Company. The necessary resolution is being placed before the shareholders for approval. The Board has duly reviewed the Statutory Auditor Report on the accounts. The notes forming part of the accounts referred to in the Auditors'' Report of the Company are self explanatory and do not call for any further explanation.

With reference to observations of Statutory Auditors in point no. xi of annexure to the Auditor''s Report, Management comments are as given below:-

AUDITOR OBSERVATION

Based on my audit procedures and on the information and explanations given by the management, the company has defaulted in repayment of dues to Axis Bank Limited, Anna Salai Branch, Chennai.

MANAGEMENT REPLIES

The bank has preferred a claim through DRT (Debt Recovery Tribunal) and there would be an amicable settlement.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COMMITTEES OF THE BOARD

During the year under report, the Board of Directors of your Company had re-constituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.

CONSERVATION OF ENERGY OR TECHNOLOGY ABSORPTION

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosure 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. The Company''s current operations do not require high energy consumption and the company continues its drive in taking up various measures to optimise energy usage, for example, a) Consolidation of operations through reduction in the number of Delivery centres. b) Reduced number of network devices for multiple clients'') replacement of flat monitors in the place of CRT monitors. d) Switching off the air conditioners on a budgeted hours basis.

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.

PARTICULARS OF EMPLOYEES

During the year under review, there is no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employees) Rules, 1975 and amendments thereto.

PERSONNEL

* It is a well known fact that the IT industry operates in an exciting yet complex and demanding environment. In such an industry, it is the skill and competency of the workforce that makes the difference. Our employees are our key strength and we value them as our key assets. It has always been our endeavour to maximize the potential of this human asset. As on May 30, 2014 the Info-Drive family consists of over 206 talented professionals based at various locations worldwide. We have shared an excellent employer employee relationship based on trust, mutual respect, aspirations and a performance based culture of meritocracy. At InfoDrive, we consider employees as partners in our journey towards excellence. Recruiting talented employees, managing them, inspiring them to do well consistently is one of our main focus areas.

* As a global organization, we feel proud of our varied workforce. An open mindset, panache for diverse cultures and the quest for excellence in performance is highly valued at InfoDrive. Employee contribution, strong values and teamwork are instrumental in our success and have helped us traverse this challenging path. We strongly believe that our able workforce will go a long way in partnering the organization in its journey towards achieving greater heights.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated service of all employees, which contributed to the continuous growth and consequent performance of the Company. Your Directors wish to place on record their gratitude for the valuable assistance and co-operation extended to the Company by the Central Government, State Governments, Banks, Institutions, Investors and Customers.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Chennai V N Seshagiri Rao ANL Madhavann Date: 30.05.2014 Director Director Finance & Projects


Mar 31, 2013

TO THE MEMBERS,

The Directors are pleased to present the 25th Annual Report on the business & operations of Info-Drive Software Limited (hereafter referred to as ''InfoDrive'') together with Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL RESuLTS

The highlights of Consolidated Financial Results of your Company and its Subsidiaries are as follows:

Rs. Lacs

Consolidated 2013 2012

Turnover / Income from operations 8,002.71 11,540.72

Other Income 274.38 239.49

Exchange Fluctuation Gain/(Loss) 199.76 442.61

Interest and finance charges 314.07 311.01

Profit after Tax (after Minority Interest adjustment) carried to Balance Sheet 74.83 395.12

Rs. Lacs

Stand Alone 2013 2012

Turnover / Income from operations 2,119.90 2,294.61

Other Income 265.06 265.42

Exchange Fluctuation Gain/(Loss) 192.87 439.76

Interest and finance charges 142.52 199.90

Profit after Tax carried to Balance Sheet 85.95 72.14

BuSINESS OvERvIEw:

During the financial year ended 31 March 2013, your company recorded revenues of Rs. 257.78 million as compared to Rs. 299.98 million in the previous financial year. The profit was Rs. 8.6 million as compared to Rs. 7.2 million in 2012.

A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Management Discussion and Analysis (MDA) section, which forms a part of this annual report.

DIvIDEND

Keeping the company''s growth plans in mind, no dividend was recommended by the Board of Directors for the year.

BRANCH

Info-Drive Software Limited (Singapore Branch) was incorporated in November 2007 to expand its business in hardware sales & support services business in Singapore.

SuBSIDIARIES

As on 31st March 2013, the Company had the following subsidiaries/associates:

Name of Subsidiary/ Associate* Country of Incorporation

Info-Drive Software Inc. United States of America

Info-Drive Systems Sdn.Bhd. Malaysia

Info-Drive Software LLC United Arab Emirates

Infodrive Enterprises Pte Ltd

Singapore (formerly known as Info-Drive Software Pte. Ltd.)

Info-Drive Software Limited Canada

Infodrive Mauritius Limited Mauritius

Infodrive Technologies Co., Ltd.* Thailand*

The Ministry of Corporate Affairs, Government of India has issued a Circular No. 2 /2011 dated 8th February 2011 granting general exemption to Companies under Sec 212(8) from attaching the documents referred to in Sec 212 (1) pertaining to its subsidiaries, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report. The Board of Directors of the Company have accordingly decided to dispense with the requirement of attaching to its Annual Report the annual audited accounts of the Company''s subsidiaries.

Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company, its subsidiaries and an associate. The Annual Accounts of these subsidiary companies, along with the related information, is available for inspection at the Company''s registered office and copies shall be provided on request. The statement pursuant to the approval under section 212(8) of the Companies Act, 1956, is annexed together with the Annual Accounts of the Company. The same will also be available on our web-site www.infodriveservices.com.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the company prepared as per Accounting Standard AS 21 and Accounting Standard AS 23, consolidating the company''s accounts with its subsidiaries and an associate have also been included as part of this Annual Report.

MATERIAL NON-LISTED SuBSIDIARy COMPANy

As per Clause 49 of the Listing Agreement, your Company has no material non-listed subsidiary company in India, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year.

CAPITAL STRuCTuRE

During the year under review, the share capital of your Company remained unaltered.

FIXED DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The particulars of loans / advances and investment in its own shares by listed Companies, their subsidiaries, associate, etc., required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement are furnished separately.

DIRECTORS AND MANAgER

1. Mr. V.N. Seshagiri Rao is a Non-Executive Director since 2008. He has an experience of over 38 years in the field of Management. He is a Chartered Accountant by qualification and has held several senior management positions involving Finance and Business management. He is an expert in the field of Finance, Company Law and related areas. He has held advisory positions for many senior businessmen and in large business houses. He has worked alongside reputed consultants and served many Companies'' Boards. His knowledge and guidance will be an asset to the Company in its growth and expansion plans. He is a member of Audit Committee. He is not holding any shares in the company.

2. Mr. K. Chandrasekaran is a promoter Director of the company since 2007. He is a qualified Chartered and Cost Accountant and has over twenty four years of experience in the Corporate Sector both in India & abroad. He has handled large Merger & Acquisition deals of IT Companies and also companies in other domains.. He is spear-heading the corporate think tank, governance, vision and business strategy. He is holding 15,38,098 shares in the company as on 30th September, 2013.

3. Mr. ANL Madhavann, Chartered Accountant and Company Secretary has well over 28 years of experience of Corporate Mergers & Acquisitions, Strategic Management Solutions, Healthcare Business Analytics, Hospital and Pharmacy Chains both in India and Abroad, extensive corporate experience includes inter alia financial closures for large corporates, strategic funding and business development. Associated with Goldman Sachs and IFC Washington served on the Board of leading corporates. As a Director adds value to the vision on credit society solution by supplementing funding strategies and as Company Secretary to Corporate Governance. He is not holding any shares in the company.

4. Mr. N Viswanathan was appointed as a Non-Executive Independent Director of the Company on 12th March 2013. He is a practicing Chartered Accountant and has over two decades of professional experience in areas of external /internal audits, taxation and company law and is an additional Non-Executive Independent Board Member of the Company. He is not holding any shares in the company.

5. Mr Jaffer Sadiq Ameer was appointed as a Non-Executive Independent Director of the Company on 12th March 2013. He is a M. Com graduate and has over 11 years of experience in the areas of relationship management and business development. He is also successful recruiter and trainer for sales and marketing personnel for IT industries and is an additional Non-Executive Independent Board Member of the Company. He is not holding any shares in the company.

6. The Board has reappointed Mr. A. S. Giridhar as Manager in terms of Section 269 read with Schedule XIII to the Companies Act, 1956 with effect from 1st April 2013 to 31st March 2014. He has over two and half decades of experience in Marketing & Sales. Has gained vast experience in Advertising and handled top groups and has been responsible for major campaigns. He is excellent in Client Relations Management and excels in inter personal skills. He is a Media Consultant and has been organizing events. He has produced documentaries for television channels and individual clients. He is not holding any shares in the company.

RETIREMENT, REAPPOINTMENT AND RESIgNATION OF DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. K Chandrasekaran, Director of the Company retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend re-appointment of Mr. K Chandrasekaran as Director on the Board of the company.

During the year under report, Mr. V. Gopal Rao, Mr. N.T. Shivkumar, Mr. A. T. Krishnakumar and Mr. S. Sriraman resigned as Directors of the Company. The Board places on record its deep sense of appreciation and gratitude for the significant contributions made by them to the company.

During the year under report, Mr. Singanallur Narayanan has resigned from the Board on 12th March 2013 and consequent to his resignation Mr. Mohan Ranganathan vacated as Alternate Director to him with effect from 12th March 2013. The Board places on record its deep sense of appreciation and gratitude for the significant contributions made by them to the company.

Mr. ANL Madhavann was inducted as an Additional Director by the Board of Directors on 14th February 2013. A resolution confirming his appointment as a director liable to retire by rotation is proposed at the Annual General Meeting. The Company has received notices from member under Section 257 of the Companies Act, 1956, proposing his candidature for the office of Director of the company.

Mr. N Viswanathan and Jaffer Sadiq Ameer were inducted as Additional Directors by the Board of Directors on 12th March 2013. The resolutions confirming their appointment as Directors liable to retire by rotation are proposed at the Annual General Meeting. The Company has received notice from members under Section 257 of the Companies Act, 1956, proposing their candidature for the office of Directors of the Company.

During the year under report, Mr. Navamani V Dhanasingh was appointed as an Additional Director and CEO on 5th December 2012 and subsequently he had stepped down from this position on personal grounds.

The information on the particulars of Directors eligible for appointment / re-appointment in terms of Clause 49 of the listing agreement has been provided in annexure to the notice convening the Annual General Meeting.

None of the company''s directors are disqualified from being appointed as a director as specified in Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS'' RESPONSIBILITy STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 ("Act") and based on the representations received, the Directors hereby confirm that:

1. In the preparation of annual accounts for the year 2012-2013, the applicable Accounting Standards have been followed and there are no material departures;

2. They have selected such accounting policies in consultation with statutory authorities 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 the financial year;

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the Annual Accounts on a going concern basis.

AuDITORS

M/s. K. S. Reddy Associates, Chartered Accountants (FRN. 009013S), Chennai, India who is the Auditor of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and they have expressed their willingness to be appointed as Statutory Auditor of the Company at the ensuing Annual General Meeting.

The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956 to act as the Auditors of the Company along with the confirmation that they have a valid certificate issued by the "Peer Review Board" of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee has recommended their re-appointment as Statutory Auditor of the Company. The necessary resolution is being placed before the shareholders for approval. The Board has duly reviewed the Statutory Audit Report on the accounts. The notes forming part of the accounts referred to in the Auditors'' Report of the company are self explanatory and do not call for any further explanation.

COMMITTEES OF THE BOARD

During the year under report, the Board of Directors of your Company had re-constituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance forming part of this Annual Report.

CORPORATE gOvERNANCE REPORT AND MANAgEMENT DISCuSSION AND ANALySIS STATEMENT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.

CONSERvATION OF ENERgy OR TECHNOLOgy ABSORPTION

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosure 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. The Company''s current operations do not require high energy consumption and the company continues its drive in taking up various measures to optimise energy usage, for example, a) Consolidation of operations through reduction in the number of Delivery centres. b) Reduced number of network devices for multiple clients''. c) replacement of fat monitors in the place of CRT monitors. d) Switching off the air conditioners on a budgeted hours basis.

PARTICuLARS OF EMPLOyEES

During the year under review, there is no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975 and amendments thereto.

PERSONNEL

- It is a well known fact that the IT industry operates in an exciting yet complex and demanding environment. In such an industry, it is the skill and competency of the workforce that makes the difference. Our employees are our key strength and we value them as our key assets. It has always been our endeavour to maximize the potential of this human asset. As on 30th September 2013 the InfoDrive family consists of over 138 talented professionals based at various locations worldwide. We have shared an excellent employer employee relationship based on trust, mutual respect, aspirations and a performance based culture of meritocracy. At InfoDrive, we consider employees as partners in our journey towards excellence. Recruiting talented employees, managing them, inspiring them to do well consistently is one of our main focus areas.

- Asa global organization, we feel proud of our varied workforce. An open mindset, panache for diverse cultures and the quest for excellence in performance is highly valued at InfoDrive. Employee contribution, strong values and teamwork are instrumental in our success and have helped us traverse this challenging path. We strongly believe that our able workforce will go a long way in partnering the organization in its journey towards achieving greater heights.

ACkNOwLEDgEMENT

The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to the Central and State Governments, Stock Exchanges, Securities & Exchange Board of India, Reserve Bank of India and other government authorities, banks and customers for their continued support.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their support creditable teamwork with utmost dedication.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Chennai K. Chandrasekaran ANL Madhavann

Date: 13.11.2013 Director Director & Company Secretary


Mar 31, 2012

The Directors are pleased to present the 24th Annual Report on the business & operations of Info-Drive Software Limited (hereafter referred to as 'InfoDrive') together with Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The highlights of Consolidated Financial Results of your Company and its Subsidiaries are as follows:

Rs. Lacs

2012 2011

Turnover/Income from operations 11,540.72 12,819.54

Other Income 239.49 128.81

Exchange Fluctuation Gain/(Loss) 442.61 (107.06)

Interest and finance charges 311.01 454.73

Profit after Tax (after Minority Interest adjustment) carried to Balance Sheet 395.12 578.81

The highlights of Financial Results of your Company as a Standalone entity are as follows:

Rs. Lacs

Stand Alone 2012 2011

Turnover/Income from operations 2,294.61 2,062.93

Other Income 265.42 71.29

Exchange Fluctuation Gain/(Loss) 439.76 (100.26)

Interest and finance charges 199.90 113.03

Profit after Tax carried to Balance Sheet 72.14 195.86

BUSINESS OVERVIEW

In the face of the volatility and uncertainty in the global macro-economic environment during these past 12-18 months, global outsourcing industry had to reinvent and recalibrate several business assumptions around growth targets, profitability and currency exchange variables, target industry verticals, service offerings and pricing models in order to preserve the current book of business and establish the 'new normal' for managing client and investor expectations.

Despite a plethora of moving variables and challenges afflicting providers of all scale and track-record, your company has acquitted itself remarkably well to realign the services portfolio in a seamless and phased manner in order to establish a sustainable, profitable and predictable stream of revenue and operational profits.

In the prior years, your company was predominantly focusing on traditional offerings around IT Services led by Hardware Sales & Maintenance and Systems Integration. The IT Hardware/Systems Integration industry has traditionally been characterized by strong correlation between business uptick through technology adoption and growing economic indicators across the corporate ecosystem. This business segment was most affected on the profitability front as contracting deal flow and downbeat volumes resulted in significant margin erosion across the landscape. Consequently, our business strategy was redefined with emphasis towards 'pure play services' as we took definitive steps to transition out of the hardware-driven business model into a solutions-driven product & services revenue model, thereby negatively impacting our top line but significantly improving the quality of revenues and profitability thereof. Our business strategy has been crafted now to realign our service offerings more closely to the emerging 'white space' opportunities in the market segments we have been operating, thereby resulting in the creation and development of niche practice lines in Enterprise Risk Analytics, Telecom CoE and Media CoE, to name a few. These initiatives have catalyzed significant momentum in terms of capabilities build-out, new client acquisitions, talent retention, IP asset creation, geographical footprint expansion, business model innovation and most importantly, customer delight and annuity revenue buildup that your company is very proud of.

During the year, our consolidated gross profit is Rs. 450.08 Lacs (3.68%) as against Rs. 700.24 Lacs (5.45%) in the previous year. The general and administrative expenses were 6.48% and 5.93% of our revenues during the current year and previous year. We along with our subsidiaries have added 14 new clients this year. Your Company continues to primarily engage in the business of providing IT Services to its customers in the Middle East, Singapore, and India and has recently expanded into African and Far East market.

DIVIDEND

The company has rewarded its shareholders in the past by paying dividends. However this year we intend to retain any future earnings to fund ongoing operations and finance the growth and development of our business. Any future decision to declare or pay dividends will be dependent upon our financial conditions, results of operations, capital requirements, acquisitions and such other factors as the Board of Directors deems relevant.

The Directors have recommended that no dividend be paid for the year under review.

GEOGRAPHICAL REACH

Your Company has established a strong client footprint across all the major emerging market segments in Far East, Middle East, North Africa and USA, with offices in six countries. All major support functions for Sales/Marketing & Service Delivery are consolidated through the hub offices in each geography and an optimal offshore-onsite mix enables client centricity alongside cost optimization on the SG&A front, given the high sensitivity to the prevailing economic environment.

BRANCH

Info-Drive Software Limited (Singapore Branch) was incorporated in November 2007, to expand its business in Hardware Sales & support services business in Singapore.

SUBSIDIARIES

The Company has 6 direct subsidiaries as mentioned below:

Subsidiary Country of Incorporation

Info-Drive Software Inc. United States of America

Info-Drive Systems Sdn.Bhd. Malaysia

Info-Drive Software LLC United Arab Emirates

Info-Drive Software Pte. Ltd. Singapore

Info-Drive Software Limited Canada

InfoDrive Mauritius Limited Mauritius

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs (MCA) vide its circular No. 5/12/2007-CL-Ill dated February 8, 2011 had granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on August 14, 2012 noted the provisions of the circular of the MCA and passed the necessary resolution granting the requisite approvals for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors of each of the Subsidiary Companies to the accounts of the Company. A statement of summarized financials of all subsidiaries of your Company, pursuant to Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request and will also be available for inspection for any member at its Registered Office. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements presented by your Company includes the financial information of all its subsidiaries.

Material Non-Listed Subsidiary Company

As per Clause 49 of the Listing Agreement, your Company has no material non-listed subsidiary company in India, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of your Company and its subsidiaries in the immediately preceding accounting year

FIXED DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The particulars of loans/ advances and investment in its own shares by listed Companies, their subsidiaries, associate, etc., required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement are furnished separately.

DIRECTORS AND MANAGER

1. Mr. V. N. Seshagiri Rao was reappointed as a Non-Executive Promoter Director at the Annual General Meeting held on September 23, 2008. Mr. V. N. Seshagiri Rao has an experience of over 37 years in the field of Management. He is a Chartered Accountant by qualification and has held several senior management positions involving Finance and Business management. He is an expert in the field of Finance, Company Law and related areas. He has held advisory positions for many senior businessmen and in large business houses. He has worked alongside reputed consultants and served many Companies' Boards. His knowledge and guidance will be an asset to the Company in its growth and expansion plans. He is a member of Audit Committee. He is not holding any shares in the Company. (He is not a promoter director as he does not hold any shares and has declared so).

2. Mr. A. T. Krishnakumar has been reappointed as a Director at the Annual General Meeting held on September 23, 2007. He is an MBA Professional, highly experienced in the field of Consultancy, Corporate Finance and Planning. He is not holding any shares in the Company.

3. Mr. Singanallur Narayanan has been reappointed as a Director at the Annual General Meeting held on September 23, 2009. He is a Bachelor of Technology from IIT, Chennai, India, M.B.A from Columbia University School of Business and M.S. in Computer Science from University of Texas. He is a partner of M/s. Kuberon Capital LLC, New York, a hedge fund with macro long / short equity strategy. He has around 19 years of experience in Equity Research and Derivative Strategies. He is not holding any shares in the Company.

4. Mr. K. Chandrasekaran is a promoter Director of the company (PAC) who had been appointed as Managing Director & Chief Executive Officer w.e.f. September 28, 2007 for a period of 3 years and further he has also been re-appointed as Managing Director & CEO of the Company for a further period of 5 years i.e. from September 28, 2010 to September 27, 2015, subsequently he had demited his office as a Managing Director of the Company on July 21, 2011 and continues as Director & Chief Executive Officer of the Company. He is a qualified Chartered and Cost Accountant and has over twenty three years of experience in the Corporate Sector both in India & abroad. He has handled large Merger & Acquisition deals of IT Companies and also companies in other domains.. He is spear-heading the Corporate think tank, governance, vision and business strategy. He is holding 15,38,098 shares in the Company as on June 30, 2012.

5. Mr. N. T. Shivkumar is a promoter Director of the Company (PAC), He is an alumnus of BITS Pilani (India) & Harvard Business School and has over two decades of experience in the IT/IT Outsourcing & BPO sector. He had an outstanding tenure as the head of global sales & marketing at Oakhill Capital's portfolio firm EXL Service after his 16 year association with HCL group where he had the distinction of successfully leading several pioneering initiatives to fuel the organic and inorganic growth of HCL America. He is holding 6,00,000 shares in the Company as on June 30, 2012.

6. Mr. S. Sriraman was appointed as a Director at the Annual General Meeting held on September 23, 2008. He is a qualified Banker with CAIIB from Indian Institute of Bankers. He is an MBA from Madurai Kamaraj University, with specialization in Finance and Marketing. In addition, he holds a Masters qualification in Economics from University of Madras and a Doctorate of Business Administration from University of South Australia, Adelaide, Australia. He has around 28 years of experience in Banking, Fund Management and in Corporate Sector. His stints include organizations like Canara Bank, Canbank Mutual Fund, Wipro Finance Ltd, IL&FS Venture Corporation Limited and Silk Route Indchem Limited. He has an impressive track record of mentoring start ups as part of venture capital initiatives till they are listed. At present he is involved in the operations of a fund management company in Chennai, with focus on venture capital, private equity, mergers and acquisitions. He is not holding any shares in the Company

7. Mr. V. Gopal Rao, Company Secretary since December 2006 was appointed as a 'Director' at the Annual General Meeting held on September 30, 2010. He is a fellow member of The Institute of Company Secretaries of India and a Law Graduate from Madras University. He has rich and varied experience of 47 years in the Blue Chip Corporate World of Indian business and has served on the board of Essar Group and Tamil Nadu Mercantile Bank. He was also associated with Kothari Group for a brief period. He has tremendous hands-on experience in Merger & Acquisition and Corporate Governance Compliance and is a reputed authority in this field. He is not holding any shares in the Company.

8. The Board has appointed Mr. Mohan Ranganathan as an alternate to Mr. Singanallur Narayanan with effect from February 13, 2007. He is being reappointed from time to time as required by the Companies Act 1956. He is a Chartered Accountant by profession. With 26 years of experience in the field of management, his immense ability to understand the business environment quickly coupled with financial & accounting background is his core competence. He has vast experience of handling Audits, Company Law Matters, Corporate and Financial Restructuring, Valuations, Statutory Audit and Tax Audit of Corporate leaders especially in IT industry. He is not holding any shares in the Company

9. The Board has appointed Mr. A. S. Giridhar as Manager in terms of Section 269 read with Schedule XIII to the Companies Act, 1956 with effect from April 01, 2012. He has over two and half decades of experience in Marketing & Sales. Has gained vast experience in Advertising and handled top groups and has been responsible for major campaigns. He is excellent in Client Relations Management and excels in inter personal skills. He is a Media Consultant and has been organizing Events. He has produced documentaries for television channels and individual clients. He is not holding any shares in the Company.

RETIREMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Singanallur Narayanan, and Mr. V. Gopal Rao, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend re-appointment of Mr. Singanallur Narayanan, and Mr. V. Gopal Rao as Directors on the Board of the Company

Mr. K. Shivakumar resigned as Joint Managing Director and Director of the Company with effect from April 01, 2012 and April 10, 2012 respectively. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by him to Info- Drive Software Limited.

The information on the particulars of Director eligible for appointment/re-appointment in terms of Clause 49 of the listing agreement has been provided in annexure to the notice convening the annual general meeting.

None of the Company's directors are disqualified from being appointed as a director as specified in Section 274 of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 ("Act") and based on the representations received from the operating management, the Directors hereby confirm that:

1. In the preparation of annual accounts for the year 2011-2012, the applicable Accounting Standards have been followed and there are no material departures;

2. They have selected such accounting policies in consultation with statutory authorities 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 the financial year;

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. K. S. Reddy Associates, Chartered Accountant (FRN. 009013S), Chennai, India who is the Auditor of the Company, hold Office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and they have expressed their willingness to be appointed as Statutory Auditor of the Company, at the said Annual General Meeting.

The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, along with the confirmation that they have a valid certificate issued by the "Peer Review Board" of the Institute of Chartered Accountant of India (ICAI).

The Audit Committee has recommended their re-appointment as Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The notes forming part of the Financial Statements referred to in the Auditors' Report of the Company are self explanatory and do not call for any further explanation.

AUDIT COMMITTEE

The Company has constituted an Audit Committee as required under the provisions of Section 292A of the Companies Act, 1956. Members of Audit Committee:

Name Category

Mr. K. Chandrasekaran Director & CEO and PAC

Mr. V. N. Seshagiri Rao Non-Executive Director

Mr. A. T. Krishnakumar Non-Executive Independent Director

Mr. Singanallur Narayanan Non-Executive Independent Director

Mr. Mohan Ranganathan Non-Executive Independent Director (Alternate Director to Mr. Singanallur Narayanan)

Mr. S. Sriraman Non-Executive Independent Director

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.

CONSERVATION OF ENERGY OR TECHNOLOGY ABSORPTION

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosure 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. The Company's current operations do not require high energy consumption and the company continues its drive in taking up various measures to optimise energy usage, for example,

a) Consolidation of operations through reduction in the number of Delivery centres.

b) reduced number of network devices for multiple clients',

c) replacement of flat monitors in the place of CRT monitors.

d) Switching off the air conditioners on a budgeted hours basis.

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.

PARTICULARS OF EMPLOYEES

During the year under review, there is no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975 and amendments thereto.

SIGNIFICANT MATERIAL DEVELOPMENT IN HUMAN RESOURCE MANAGEMENT

Your Company believes that "Human Capital" is it's asset. The human resource department and the various business and operational units work closely to ensure effective and timely recruitment to support growing business of the Company.

- Your Company's headcount was 206 as on June 30, 2012.

- Your Company encourages functional and geographical movements to promote employee development and growth thereby helping the Company in it's pursuit of employee recognition and retention.

- The Company believes that a motivated, qualified and skilled employee base is the key to our competitive advantage. The Company through it's participative work environment, skill development activities and values of commitment, integrity, passion, seamlessness and speed ensures a healthy relationship with its employees at all levels. Our consistent growth firmly establishes our remarkable team, their potential and capabilities to deliver.

- Our personnel policies are aimed towards recruiting talented employees, facilitating their integration into our organization and encouraging the development of their skills and expertise. We believe that the skills and diversity of our employees gives us the flexibility to adapt to the challenging needs of our diverse businesses.

- Employee Connect & Relations: Staying connected with employees was utmost requirement during the year as the panic scenarios loomed around due to global crisis. Based on the employee satisfaction index levels, attrition level and business performance; we are quite proud to express our success in staying connected. This has been accomplished by means of thorough and seamless communication amongst senior business management team, ear marking primary spokes person, time-time communications and quarterly business reports on market scenario, business growth opportunities, initiatives to optimize utilization, enablers to convert opportunities, collaborative team work and involvement of employees in each aspect.

- Further, in a knowledge based industry, your Company understands that employees are the main assets of a Company and it is necessary that they feel challenged to use their intellectual skills to the best of their abilities and add value to themselves even as they add value to the Company.

- It has restructured internally its organization levels with a view to maintain individual and organizational productivity at the optimum with minimum possible workforce.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the employees of Info-Drive for their exemplary dedication and the excellence they have displayed in conducting the operations of Info-Drive. The Board also wishes to place on record it's sincere appreciation of the faith reposed in the professional integrity of Info-Drive by customers and investors who have patronized it's services. The Board acknowledges the splendid support provided by bankers, market intermediaries. The Board of Directors also wishes to place on record it's gratitude for the faith reposed in Info-Drive by the Securities and Exchange Board of India, the Reserve Bank of India, Ministry of Corporate Affairs, The Stock Exchanges and the Governments.

Sd/- Sd/-

Chennai K. Chandrasekaran V. Gopal Rao

14.08.12 Director & CEO Director & Company Secretary

 
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