To the Members,

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

Financial Performance of the Company

The financial performance of your Company for the year ended March 31, 2015 along with previous years figures is given here under:

Consolidated Financials of the Company and its Subsidiaries

Rs. in Million
Particulars Year ended March 31, 2015 Year ended March 31, 2014
Total Sales and Income 17,442.63 17,403.21
Total Expenses 15,485.11 15,678.34
Total Income before Tax & Depreciation 1,957.52 1,724.87
Depreciation 516.00 565.40
Profit /(Loss) before Tax (PBT) 1,441.52 1,159.47
Profit /(Loss) after Tax (PAT) 1,128.84 898.02

Standalone Financials of the Company

Rs. in Million
Particulars Year ended March 31, 2015 Year ended March 31, 2014
Total Sales and Income 4,311.60 3,720.38
Total Expenses 2,903.90 2,933.00
Total Income before Tax & Depreciation 1,407.70 787.38
Depreciation 149.66 129.48
Profit /(Loss) before Tax (PBT) 1,258.04 657.90
Profit /(Loss) after Tax (PAT) 1,035.51 579.43

Overview of Companys Financial Performance

Consolidated Accounts

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

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

Standalone Accounts

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

Subsidiaries

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

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

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

Name of the Company Place of Incorporation
1. Infinite Thinksoft Limited India
2. Infinite Techcity Limited India
3. Infinite Techsoft Limited India
4. Infinite Skytech Limited India

Management Discussion and Analysis

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

Dividend & Transfer to Reserves

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

Public Deposits

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

Corporate Governance Report

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

Changes in Capital Structure

a. Buy Back of Securities

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

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

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

b. Allotment of Shares

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

c. Sweat Equity / Bonus Shares

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

Material Changes Affecting the Financial Position of The Company

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

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

Directors and Key Managerial Personnel

a. Appointment(s)

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

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

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

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

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

b. Key Managerial Personnel

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

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

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

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

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Number of Meetings of the Board

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

Declaration of Independence

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

Performance Evaluation of the Board, Its Committees & Directors

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

Employee Stock Option Plan

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

Extract of Annual Return

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

Auditors & Auditors Report

a. Statutory Audit

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

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

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

b. Secretarial Audit

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

Corporate Social Responsibility Initiatives

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

Adequacy of Internal Financial Controls

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

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

Related Party Transactions

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

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

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

Vigil Mechanism

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

The Whistle Blower Policy as adopted by the Company can be accessed through the following:

http://www.infinite.com/downloads/policies/WhistleBlowerPolicy.pdf

Disclosures under Sexual Harassment of Women at Workplace

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

Significant/ Material Orders passed by the Regulators

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

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

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

Foreign Exchange Earnings and Outflows

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

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

ii. Foreign Exchange earnings and outgo

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

Acknowledgments

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

For and on behalf of the Board of Directors

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