Notes to Accounts of Infronics Systems Ltd.

Mar 31, 2015

1. Company overview

Infronics Systems Ltd a technology-enabled IT solutions company, foreseeing future needs & exigencies, delivering excellent products of high quality and reliability with unflinching commitment and having emphatic global market presence. Infronics specializes in industry-specific software and hardware solutions, with proven reputation for delivering high quality solutions to a broad spectrum of industry verticals.

2. Particulars of Employees required in pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Nil.

3. Contingent Liabilities not provided for:

Particulars 2014-15 2013-14 Rs. Rs.

Bank Guarantees 1900000 6243500

4. Segment Reporting

There are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - 'Segment Reporting' issued by the Institute of Chartered Accountants of India. ,

5. Transactions with the Related Parties pursuant to Accounting Standard 18

a) List of Related Parties

Subsidiary Companies - Infronics Inc., USA

Associate Companies controlled by - Mobiprise Systems Limited key management personnel / relatives - Biomorf Systems Limited who are substantially interested - Biomorf Inc., USA

Key managerial personnel K. Sambasiva Rao, Director

M. Madhusudan Raju,

Managing Director

6. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31,2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. Deferred Tax

In compliance with the Accounting Standard "AS-22 Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, the company has recognized Rs.86,05,167/- towards net deferred tax asset in the year 2014-15 and an amount of Rs 2,08,66,193/- has been adjusted in opening balance due to change in accounting policy of fixed assets (see Note No:33). The major components of deferred tax asset / liability is on account of timing differences in carried forward losses and depreciation.

8. Pursuant to the Schedule II of Companies Act, 2013 effective from 1st April, 2014, the company has charged depreciation on the remaining useful life of the fixed assets w.e.f April 1.2014. An amount of Rs.466.62 Lakhs representing the carrying amount of the assets with revised use full life as nil has been adjusted against the opening balance of retained earnings and Depreciation for the current year is higher by Rs.202.70 Lakhs.

9. Operation and other expenses include stocks and work in process of Rs. 361.28 Lakhs which have become obsolete due to change in technology and sundry receivables of Rs. 36.23 Lakhs which are pending for long period and not realizable are debited to profit & loss account.

10. Project expenses include Rs. 135.45 Lakhs being products under development transferred to profit & loss account.

11. Exceptional item includes Rs. 909.15 Lakhs being loss on sale of investments held in various companies.

12. Previous year figures have been regrouped wherever if thought necessary in conformity with the current year groupings. Paise have been rounded off to the nearest rupee.

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Mar 31, 2014

Terms attached to equity shares

The company has one class of equity shares having a par value of Rs.5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings.

NOTE NO. 1

Particulars of Employees required in pursuant to the Provisions of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 - Nil.

NOTE NO. 2

Contingent Liabilities not provided for:

Particulars 2013-14 2012-13 Rs. Rs.

Bank Guarantees 7457000 7838000

NOTE NO. 3

Segment Reporting

There are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - ''Segment Reporting'', notified in the companies (Accounting Standards) Rules 2006.

NOTE NO. 4

Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE NO. 5

Deferred Tax

In compliance with the Accounting Standard "AS-22 Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, the company has recognized Rs. 38,53,087/- towards deferred tax asset in the year 2013-14. The major components of deferred tax asset / liability is on account of timing differences in carried forward losses and depreciation

NOTE NO. 6

Sundry Debtors, Sundry Creditors and advances are subject to confirmation with the respective parties.

NOTE NO. 7

Previous year figures have been regrouped wherever if thought necessary in conformity with the current year groupings. Paise have been rounded off to the nearest rupee.

Notes on financial statements, Cash Flow Statement and statement on accounting policies form an integral part of the balance sheet and profit and loss statement.

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Mar 31, 2013

NOTE NO. 1

Particulars of Employees required in pursuant to the Provisions of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 - Nil.

NOTE NO. 2

Contingent Liabilities not provided for:

Particulars 2012-13 2011-12 Rs. Rs.

Bank Guarantees 7838000 6257000

NOTE NO. 3

Segment Reporting

There are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 – ''Segment Reporting'', notified in the companies (Accounting Standards) Rules 2006.

NOTE NO. 4

Transactions with the Related Parties pursuant to Accounting Standard 18

NOTE NO. 5

Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE NO. 6

Deferred Tax

In compliance with the Accounting Standard "AS-22 Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, the company has recognised Rs.1,27,23,582/- towards deferred tax asset in the year 2012-13. The major components of deferred tax asset / liability is on account of timing differences in depreciation

NOTE NO. 7

Sundry Debtors, Sundry Creditors and advances are subject to confirmation with the respective parties.

NOTE NO. 8

Previous year figures have been regrouped wherever if thought necessary in conformity with the current year groupings. Paise have been rounded off to the nearest rupee.

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Mar 31, 2012

NOTE NO. 1

Particulars of Employees required in pursuant to the Provisions of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 - Nil.

NOTE NO. 2

Contingent Liabilities not provided for:

Particulars 2011-12 2010-11 Rs. Rs.

Bank Guarantees 6257000 3938800

NOTE NO. 3

Exceptional Items:

During the year, the company has written off investment made in UK based subsidiary company Infronics Technologies Limited as the said company has been closed. Therefore, the investment written off has grouped under the head Exceptional Items in Profit and Loss Statement.

NOTE NO. 4

Segment Reporting

There are no separate reportable segments (business an d/or geogr aphical) in accordance with the requirements of Accounting Standard 17 — Segment Reporting , notified in the companies (Accounting Standards) Rules 2006.

NOTE NO. 5

Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at M arch 31, 2012. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 ha s been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE NO. 6

Income Tax:

a) Current Tax

Provision for current tax has been made as per the provisions of Sec. 115JB of the Income Ta x Act, 1961.

b) Deferred Tax

In compliance with the Accounting Standard AS'22 Accounting for Taxes on Income issued by the Institute of Chartered Accountants of India, the company has additionally provided Rs.56,89,410/ - towards deferred tax liability in the year 2011-12. T he major components of the net deferred tax liability is as follows.

NOTE NO. 8

Sundry Debtors, Sundry Creditors and advances are subject to confirmation with the respective parties.

NOTE NO. 9

These financial statements have been prepared in the format prescribed by the Revised Schedule Vi to the Companies Act, 1956. Previous year figures have been regrouped wherever if thought necessary in conformity with the current year groupings. Paise have been rounded off to the nearest rupee.