To the Members,
The Board of Directors ("the Board") hereby submits the report on the
business and operations of Infinite Computer Solutions (India) Limited ("the
Company") along with the Audited Financial Statements (Standalone and
Consolidated) for the Financial year ended March 31, 2021.
FINANCIAL HIGHLIGHTS
The Financial Statements of the Company are prepared in accordance with the Companies
(Accounting Standards) Rules, 2006 notified under Section 133 of the Companies Act, 2013 ("the
Act") and other relevant provisions of the Act. The Financial highlights for the
year under review, compared with the previous Financial year, are given below:
Summary - Consolidated Financials
Rs. Million
| Particulars |
Year ended March 31, 2021 |
Year ended March 31, 2020 |
| Total Sales and Income |
38,541.44 |
35,124.59 |
| Total Expenses |
36,176.13 |
33,116.88 |
| Total Income before Tax & Depreciation |
2,365.31 |
2,007.71 |
| Depreciation |
567.68 |
519.99 |
| Profit/(Loss) before Tax (PBT) |
1,797.63 |
1,487.72 |
| Profit/(Loss) after Tax (PAT) |
1,353.32 |
1,129.04 |
Summary - Standalone Financials
Rs. Million
| Particulars |
Year ended March 31, 2021 |
Year ended March 31, 2020 |
| Total Sales and Income |
5,959.26 |
6,058.10 |
| Total Expenses |
5,158.84 |
4,881.44 |
| Total Income before Tax & Depreciation |
800.42 |
1,176.66 |
| Depreciation |
270.01 |
209.96 |
| Profit/(Loss) before Tax (PBT) |
530.41 |
966.70 |
| Profit/(Loss) after Tax (PAT) |
614.15 |
732.65 |
COMPANYS PERFORMANCE
On a Consolidated basis, the revenue for FY 2020-21 was t 38,541.44 Million which was
increased by 9.73% in comparison to the previous year. Net Profit before tax was t
1,797.63 Million (previous year t 1,487.72 Million) and Net Profit after tax was t
1,353.32 Million (previous year t 1,129.04 Million), which increased by 19.86 % over the
previous year.
On a standalone basis, the revenue for FY 2020-21 was t 5,959.26 Million (previous year
6,058.10 Million). Profit before tax was t 530.41 Million and Net Profit after tax was t
614.15 Million.
CHANGES IN THE NATURE OF BUSINESS
During the Financial year ended March 31, 2021, there has been no material change in
the nature of the business of the Company.
SHARE CAPITAL
The Authorized Capital of the Company as on March 31, 2021 was t 500 million divided
into 50,000,000 (Fifty Million Only) Equity Shares of t 10 (Rupees Ten only) each.
The Issued and Paid-up Capital of the Company as on March 31, 2021 stood at t 333.56
million divided into 33,355,514/- (Thirty-Three Million Three Hundred Fifty-Five Thousand
Five Hundred Fourteen Only) equity shares of t 10 (Rupees Ten only) each.
During the year under review, the Company has not issued any shares, nor granted any
stock option or equity shares with differential voting rights.
DIVIDEND
In order to conserve resources and keeping in view future strategic initiatives, the
Board has not recommended any dividend on the equity shares for the FY ended March 31,
2021
TRANSFER TO GENERAL RESERVES
No amount is proposed to be transferred to the General Reserve.
DEPOSITS
Your Company has not accepted any deposits within the meaning of section 73 and 74 of
the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the year under
review.
SUBSIDIARY COMPANIES, ASSOCIATES AND JOINT VENTURES
At the beginning of the financial year, the Company had 19 direct subsidiaries (wholly
owned) and 2 step-down subsidiaries (wholly owned). During FY 2020-21, the Company has
closed its subsidiary company in China. Further, the wholly owned subsidiary company in
USA namely Infinite Company Solutions Inc. acquired 100% stake in Pioneer Holdbull Inc, a
Company incorporated in USA, w.e.f. Jan 1, 2021, to make the later as its wholly owned
subsidiary. The name Pioneer Holdbull Inc was later changed to Infinite Talent Inc.in July
2021.
As on March 31, 2021, the Company has 21 subsidiaries including 18 direct subsidiaries
(wholly owned) and 3 step-down subsidiaries (wholly owned).
There has been no material change in the nature of the business of the subsidiaries.
The Company has one Associate Company, namely MC Data Services Private Limited. The
Company does not have any Joint Venture.
Additional investments in subsidiaries / associates, as applicable, have been
adequately disclosed in the Financial Statements.
The annual accounts of the subsidiary companies are available for inspection of the
Members at the registered office of the Company during normal business hours by giving an
advance notice of atleast 2 working days. A copy of the same shall be provided to a member
upon request.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of Financial Statements of the Companys subsidiaries in Form AOC-1 forms
part of the Financial Statements of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Act read with Section 134(3)(a) of
the Act, the Annual Return as on March 31, 2021 is available on the Companys website at
the link: https://www.infinite.com/annual-return.
ONGOING SCHEME OF ARRANGEMENT
During the year the Company (as "Transferee Company") has entered into
a Scheme of Arrangement ("Scheme") with two Promoter Group entities
namely MC Data Systems Private Limited ("Transferor Company 1") and
Inswell IT Applications Private Limited ("Transferor Company 2").
This Scheme is being undertaken as part of the restructuring plan to simplify the
holding structure through consolidation and to reduce the paid-up share capital of the
Transferee Company held by the Relevant Shareholders (who are the remaining Public
shareholders).
As per the Scheme, the Transferor Company 1 and Transferor Company 2 will merge into
the Company subject to approvals of shareholders and other regulatory approvals.
The Company shares were delisted in the year 2018. Post delisting, the Companys equity
shares cannot be traded on any of the stock exchanges in India and hence, the remaining
public shareholders do not have many avenues to monetize or liquidate their shareholding.
The Scheme provides liquidity and exit route to these public shareholders in a fair and
transparent manner by way of reduction of capital.
Upon First Motion Application filed by the Company, the National Company Law Tribunal,
Chandigarh Bench has vide order dated August 04, 2021 directed for calling of a meeting of
equity shareholders of the Company via Video Conferencing / Other Audio-Visual Means on
September 25, 2021. The Company is in the process of intimating the shareholders about
such a meeting. The shareholders of the Company are requested to vote in favour of the
ongoing scheme in their own interest.
CHANGE OF THE REGISTERED OFFICE
Pursuant to approval obtained from the members on November 24, 2019, via Postal Ballot
process and approval obtained from the Regional Director, Northern Region, Ministry of
Corporate Affairs on September 24, 2020, the Company has shifted its registered office
from NCT of Delhi to the State of Haryana for administrative convenience and better
control.
Effective from October 09, 2020, the new registered office address of the Company shall
be as follows:
4th Floor, Plot No. 21, Institutional Area, Sector 44, Gurugram - 122001, Haryana,
India
NUMBER OF MEETINGS OF THE BOARD
The Board met seven (6) times during the Financial year on the following dates: August
18, 2020, August 28, 2020, November 20, 2020, December 21, 2020, December 24, 2020 and
March 17, 2021.
The maximum interval between any two meetings did not exceed the maximum time
prescribed under the Act.
NOMINATION AND REMUNERATION POLICY
The Board has upon recommendation of the Nomination and Remuneration Committee, framed
a Nomination and Remuneration Policy ("NRC Policy"). The salient
features of NRC Policy are:
a. The NRC Policy prescribes the criteria for determining qualifications, competencies,
positive attributes and independence for the appointment of a Director (executive /
non-executive), Key Managerial Personnel ("KMP"), Senior Management and
other Employees.
b. The NRC Policy states the procedure determining the tenure of Director, KMP, Senior
Management and other Employees and also for removal and retirement of them.
c. The NRC Policy prescribes the criteria for determining their remuneration of
Directors, KMP, Senior Management and other Employees.
d. The NRC Policy mentions the criteria for evaluation of the performance of
Independent and Non-Independent Directors and Executive Directors.
e. The Board of Directors may review and amend the NRC Policy upon recommendations from
the Nomination & Remuneration Committee.
There is no change in the NRC Policy of the Company during the last Financial year. The
updated NRC Policy is also available on our website at
https://www.infinite.com/policy/nrc.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following events have happened during the Financial year under review till date:
i. Mr. Upinder Zutshi resigned and stepped down from the position of Managing Director
and Chief Executive Officer effective from April 10, 2020 and now he continues as a
Non-Executive Director on the Board.
ii. As per the provisions of the Act, Mr. Sanjay Govil, being the longest serving
Director and who is liable to retire at this AGM, being eligible, seeks re-appointment.
The Board recommends his re-appointment and the resolution seeking shareholders approval
for his re-appointment forms part of the Notice of the ensuing AGM.
At the year ended March 31, 2021, the Board composition comprised of one Non-Executive
Promoter Chairman, One Non-Executive Director, One Executive Director, and three
Independent Directors including a Woman Director.
Changes in KMP
During the FY under review, Mr. Upinder Zutshi stepped down from the position of
Managing Director & CEO of the Company. In order to fill the vacant Key Managerial
Personnel ("KMP") position, upon recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the Company appointed Mr. Ujjwal Vats as
Manager of the Company in accordance with the position of section 203 of the Companies
Act, 2013 subject to the approval of the members of the Company. The Board of Directors of
the Company recommends the appointment of Mr. Ujjwal Vats as Manager at the ensuing AGM.
The KMP of the Company as on March 31, 2021 were:
• Mr. Sanjeev Gulati, Director & Chief Financial Officer,
• Mr. Ujjwal Vats, Manager, and
• Mr. Saurabh Madaan, Company Secretary
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees, and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company.
Independent Directors
During the year, 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 Act and the Rules framed thereunder. In the opinion of the Board, the
Independent Directors are independent of the management and have the integrity, expertise
and experience required for appointed as such.
Further, all the Independent Directors are registered in the online data bank
maintained by the Ministry of Corporate Affairs and the Indian Institute of Corporate
Affairs.
COMMITTEES OF THE BOARD
As on March 31, 2021, the Board had four committees, Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders
Relationship Committee.
Audit Committee
As on March 31, 2021, the Audit Committee comprised of 3 Independent Directors namely:
i. Mr. Ravindra R Turaga - Chairman;
ii. Mr. Ashok Kumar Garg; and
iii. Mrs. Sadhana Dikshit
The Company Secretary acts as the Secretary to the Audit Committee.
The Committee works in accordance with the terms of reference as stipulated by the
Board in accordance with the provisions of the Act. During the year, the Board accepted
all recommendations made by the Audit Committee.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with section 134(3)(c) of the Act, your Directors confirm that:
i. in the preparation of the annual accounts for the Financial year ended March 31,
2021, 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 of the Company for the Financial Year ended
on March 31, 2021 on a going concern basis;
v. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Board of your Company is responsible for establishing and maintaining adequate
financial controls as per the provisions of section 134 of the Act. 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 Companys
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.
The Company has an internal control system, commensurate with the size, scale and
complexity of its operation. The scope and authority of the Internal Audit function is
clearly defined by the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Auditors monitors and evaluates the efficacy and adequacy of the internal
control system of the Company, its compliance with applicable laws/ regulations,
accounting procedures and policies. Based on the report of the Internal Auditors,
corrective action is undertaken and thereby strengthens the controls. Significant audit
observations and action plans are presented to the Audit Committee of the Board on
quarterly basis.
AUDIT & AUDITORS REPORT
Statutory Audit
M/s. HDSG & Associates, Chartered Accountants, New Delhi were appointed as the
Statutory Auditors of your Company in the AGM held on September 28, 2017 for a term of
five years until the conclusion of the Twenty Third AGM of the Company to be held in the
year 2022. The requirement to place the matter relating to appointment of auditors for
ratification by members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from May 7, 2018. Accordingly, no resolution has been proposed for
ratification of appointment of statutory auditors at the ensuing AGM.
The Auditors Report read along with notes to accounts is self-explanatory and
therefore does not call for further comments. The Auditors Report does not contain any
qualification, reservation or adverse remark.
Secretarial Audit
Your Company had appointed M/s. BMP & Co. LLP (LLPIN: AAI-4194), Company
Secretaries, Bangalore to conduct a Secretarial Audit of your Company for the financial
year 2020-21.
The Secretarial Audit Report is enclosed herewith as Annexure A to this Annual
Report. It does not contain any adverse remarks or qualifications.
Cost Records And Cost Audit
Provisions related to maintenance of Cost Records and requirement of Cost Audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
RISK MANAGEMENT POLICY
The Company has established a Risk Management Policy which sets out the Companys
principles and processes with regard to identification, analysis and management of
applicable risks. The Policy helps to identify, evaluate business risks and opportunities.
The Policy mandates the ways in which respective risks are expected to be mitigated and
monitored.
CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES
The brief outline of the CSR Policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year under review along with other necessary
details are set out in Annexure B of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.
The Company has a CSR Committee comprising of a majority of Independent Directors. The
CSR Policy of the Company is available on our website at
https://www.infinite.com/policv/csr.
PARTICULARS OF EMPLOYEES
The information pursuant to section 197(12) of the Act read with the provisions of Rule
5(2) of Chapter XIII viz. The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as Annexure C to this report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES & DIRECTORS
During the year, pursuant to the provisions of the Act, following evaluations were
carried out:
i. The members of Nomination and Remuneration Committee carried out an annual
evaluation of each Directors performance;
ii. The Board of Directors in the meeting carried out an annual evaluation of the Board
Committees; and
iii. In a separate meeting, the Independent Directors evaluated the performance of
Non-Independent Directors i.e. Executive Directors, the Board as a whole and the Chairman
of the Company.
The evaluation process was based on the criteria mentioned in the given questionnaires,
which set the broad parameters for appraisal of each Director, the Board and its
Committees. The detailed questionnaires are designed in such a way to keep different point
of views for each evaluation.
RELATED PARTY TRANSACTIONS
During the year under review, transactions entered into with related parties during the
financial year were in the ordinary course of business and at arms length basis and were
approved by the Audit Committee. No Material Related Party Transactions, i.e. transactions
exceeding 10% of the annual Consolidated turnover as per the last audited Financial
statement, were entered during the year by your Company. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable.
Further, the detailed disclosure on related parties and transactions done with them
during the year forms part of Notes to the Financial Statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
The particulars of Loans, Guarantees or Investments under section 186 of the Act have
been disclosed in Notes to the Financial Statements.
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Section 124 of the Act read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"),
requires the Companies to transfer dividend that has remained unclaimed for a period of
seven years from the unpaid dividend account to the IEPF. Further, the IEPF Rules require
that the shares on which dividend has not been paid or claimed for seven consecutive years
or more be transferred to the demat account of the I EPF Authority.
The Company sends periodic intimation to the shareholders, advising them to lodge their
claims with respect to unclaimed dividends and shares. During the year, the Company
transferred the following amounts to IEPF:
Amount in Rs..
| FY |
Type of Dividend |
Date of declaration |
Date of Transfer to IEPF |
Amount transferred to IEPF |
| 2012-13 |
Final Dividend |
August 30, 2013 |
October 29, 2020 |
184,020/- |
| 2013-14 |
Interim Dividend |
February 10, 2014 |
April 09, 2021 |
92,000/- |
Shareholders may note that both the unclaimed dividend and corresponding shares
transferred to IEPF, including all benefits accruing on such shares, if any, can be
claimed from IEPF following the procedure prescribed in the IEPF Rules. No claim shall lie
in respect thereof with the Company.
Further, the below table mentions the dividend which shall be eligible to be
transferred to IEPF on the below given date:
| FY |
Type of Dividend |
Date of declaration |
Due date of Transfer to IEPF |
| 2013-14 |
Final Dividend |
September 24, 2014 |
November 23, 2021 |
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE Company
There has been no material change in the nature of business of the Company which has
occurred between the end of the financial year of the Company to which the Financial
Statements relate and the date of the report.
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 the
future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
The operations of the Company are not energy intensive. However, steps taken by the
Company to conserve energy on a perpetual basis include ensuring procurement of energy
saving devices and systems. The endeavor is to identify opportunities for energy saving in
the areas like air-conditioning systems, indoor environment quality improvement,
electrical systems, fire-fighting systems, data centers etc. For water conservation, the
Company follows the approach of rainwater harvesting which helps the environment to
augment the capacity to recharge the groundwater.
Technology Absorption
The Company does not have any technical collaboration arrangements with any business
partners; the issue of absorption of such technologies, therefore, does not arise.
Foreign Exchange Earnings and Outgo
Rs. Million
| Foreign Exchange earnings and outgo |
FY 2020-21 |
FY 2019-20 |
| Foreign exchange earnings |
2,502.58 |
2,772.38 |
| Expenditure in foreign currency |
32.99 |
130.29 |
SECRETARIAL STANDARDS
The Company has complied with applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism and formulated a Whistle Blower Policy
as per the provisions of section 177 of the Act. The policy provides the framework and
processes through which the employees and Directors can express their genuine concerns. It
also provides adequate safeguards against victimization of employees and Directors against
any kind of discrimination, harassment or any unfair practice being adopted against them.
During the year under review, no employee was denied access to the Chairman of the
Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower
Policy during the financial year 2020-21.
The Whistle Blower Policy as adopted by the Company can be accessed through the
following link: https://www.infinite.com/policy/whistle-blower.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place, a policy on prevention, prohibition and redressal of sexual
harassment at the workplace and has a duly constituted Internal Complaints Committee in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("the Act") and the Rules
thereunder. The 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.
OTHER DISCLOSURES
The Statutory Auditors of the Company have not reported incidents related to fraud
during the financial year to the Audit Committee or Board of Directors under section
143(12) of the Act.
Acknowledgements
Your Directors place on record their sincere thanks to our clients, partners, vendors,
bankers, business associates, consultants, and various Government Authorities for their
continued support extended to your Company during the year under review. Your Directors
also acknowledge the grateful support and confidence of the shareholders reposed in the
Company and look forward the same in the future.
For and on behalf of the Board of Directors
| Sd/- |
Sd/- |
| Sanjeev Gulati |
Ravindra Ramarao Turaga |
| Director & CFO |
Director |
| DIN: 00031711 |
DIN: 01687662 |
| August 05, 2021 |
|
+91-9892691696
