Infinite Computer Solutions India Ltd Directors Report.
To the Members,
Your Board of Directors (Board) have pleasure in presenting their 17th Annual Report on the business and operations of the Company together with audited financial statements for the Financial Year ended March 31, 2016.
Financial Performance of the Company
The financial performance of your Company for the year ended March 31, 2016 along with previous years figures is given hereunder: Consolidated Financials of the Company
Rs. in Million
|Particulars||Year ended March 31, 2016||Year ended March 31, 2015|
|Total Sales and Income||21,241.01||17,442.63|
|Total Income before Tax & Depreciation||2,058.24||1,957.52|
|Profit /(Loss) before Tax (PBT)||1,580.77||1,441.52|
|Profit /(Loss) after Tax (PAT)||1,208.41||1,128.83|
Standalone Financials of the Company
Rs. in Million
|Particulars||Year ended March 31, 2016||Year ended March 31, 2015|
|Total Sales and Income||4,425.68||4,311.61|
|Total Income before Tax & Depreciation||1,295.54||1,407.69|
|Profit /(Loss) before Tax (PBT)||1,137.91||1,258.03|
|Profit /(Loss) after Tax (PAT)||947.96||1,035.50|
Overview of Companys Financial Performance
Consolidated revenue for the fiscal year 2016 was Rs. 21,083.01 Million which was increased by 21% in compared to the previous year. Net Profit before tax was Rs. 1,580.77 Million and Net Profit after tax was Rs. 1,208.41 Million, a growth of about 7% over the previous year.
The Consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 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 revenue for the fiscal year 2016 was Rs. 4,285.45 Million. Net Profit before tax was Rs. 1,137.91 Million and Net Profit after tax was Rs. 947.96 Million.
Subsidiaries, Associate & Joint Venture
During the year under review, your Company have incorporated 3 (three) Wholly Owned Indian Subsidiary Companies, namely, Infinite Techmind Limited, Infinite Techdata Limited, Infinite Tech Ventures Limited and one step down subsidiary in Canada in the name of Infinite Computer Solutions Canada Inc. A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms 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. 16). 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.
b. Associate & Joint Venture
As on March 31, 2016, the Company doesnt have any associate or joint venture.
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 on the operations, performance, future outlook of the Company and its business, internal controls and risk management, which is given as Annexure - B (Page No. 17)
Dividend & Transfer to Reserves
After careful assessment of the funds required by the Company for expansion, your Directors have not recommended any dividend for the Financial Year ended March 31, 2016. Accordingly, during the said year, no amount has been transferred to the Reserves.
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.
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 under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Changes in Capital Structure
a. Buy Back of Securities
The Board of Directors of the Company in their meeting held on June 23, 2015 approved the proposal for Buy-back of upto a maximum of 14,50,000 Equity Shares for a total consideration not exceeding t 31 Crore and at a price not exceeding t 220/- per equity share of face value t 10/- each from the open market through the stock exchanges. A Public Announcement to the same effect was published on June 27, 2015, in all Editions of "Business Standard" (English & Hindi).
The Buy Back commenced on July 7, 2015 and closed on August 22, 2015. The number of equity shares bought-back under the scheme was 14,50,000 at an average price of t 197.82 per equity.
The paid-up equity share capital of the Company after the extinguishment of shares bought back stood at t 387.06 Million comprising of 38,706,459 equity shares of t 10/- each.
b. Allotment of Shares
Your Company has not allotted any shares during the year under review.
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
There has been no material change affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
Change in the Nature of Business
During the Financial Year ended March 31, 2016, there has been no material change in the nature of the business of the Company.
Directors and Key Managerial Personnel
a. Appointment/ re-appointment
As per the provisions of section 152(6) of the Companies Act, 2013, Mr. Narendra Kumar Agrawal will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Brief resume and other details relating to Mr. Agrawal who is to be re-appointed is furnished in the Notice convening the Seventeenth (17th) Annual General Meeting of the Company.
b. Key Managerial Personnel
Mr. Upinder Zutshi, Managing Director & CEO, Mr. Sanjeev Gulati, Executive Vice President & CFO and Mr. Rajesh Kumar Modi, Company Secretary of the Company, were designated as Key Managerial Personnel (KMP) as per the provisions of section 203 of the Companies Act, 2013.
Mr. Rajat Kalra resigned from the Company on June 11, 2015. Mr. Nitin Sharma who was appointed as Company Secretary of the Company on August 13, 2015 also resigned on October 12, 2015. Mr. Rajesh Kumar Modi was appointed as Company Secretary of the Company on February 12, 2016.
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 SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, 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. 24).
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 along with attendance of Directors 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 thereunder as well as the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.
Performance Evaluation of the Board, Its Committees & Directors
Your Company conducted the performance evaluation of the Board, its Committees and Director. The details of which are provided under Corporate Governance Report which form a 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) Regulations, 2014 are set out in the Annexure - D and forms an integral part of this Annual Report (Page No. 27).
During the Financial Year ended March 31, 2016, no change has been made in the ESOP Scheme and further the ESOP Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.
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, 2016 is provided as the Annexure - E of this Annual Report(Page No. 29).
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 at every Annual General Meeting.
M/s. Amit Ray & Co. have confirmed their eligibility and willingness to accept the office of the Auditors for the Financial Year 2016-17, if ratified by the shareholders in the ensuing Annual General meeting. The Board recommends the ratification of the Statutory Auditors at the ensuing Annual General Meeting of the Company
The Auditors Report is without any qualification, adverse remark, reservation or disclaimer. The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.
Further, Statutory Auditors of the Company has not reported incident related to fraud during the Financial Year to the Audit Committee or Board of Directors u/s 143(12) of the Companies Act, 2013.
b. Secretarial Auditors & its Report
Your Company had appointed Mrs. Mangala Rohith, 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. 36). It does not contain any adverse remarks or qualifications and therefore needs no explanation.
Corporate Social Responsibility Initiatives
In terms of section 135 and Schedule VII of the Companies Act, 2013, your Company has constituted a CSR Committee comprising of majority of Non - Executive Independent Director. With a view to help growth of the society and the company at large, your company has adopted Corporate Social Responsibility (CSR) policy as a tool for sustainable growth of the society. Pursuant to the 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 per the CSR Policy and details of which, are contained in the Annual Report on the CSR Activities as provided underAnnexure - G (Page No. 39).
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 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.
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. 41).
The Policy on materiality of related party transactions as approved by the Board is uploaded on the website of the Company (http://www.infinite.com/investors/policies/)
Related Party disclosures have been disclosed in notes to the Standalone Financial Statements forming integral part of Annual Report.
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 notes to the standalone Financial Statements forming integral part of the Annual Report.
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 in line with Regulation 22 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015. 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. During the year, access to Audit Committee was not denied to any employee.
The Whistle Blower Policy as adopted by the Company can be accessed through the following:
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 thereto 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 strives to conserve energy on a perpetual basis. Your Company has procured various energy saving devices and systems, which help in conserving energy. Bulk of the electric fixtures is equipped with electronic ballast which has resulted into a significant savings in the energy cost. Your Company has reduced excessive illumination levels in all common areas by using switching or delamping and aggressively controlled lighting with new sensor technologies. Apart from this, your company has installed LED lighting in common areas and other places wherever possible. Efforts were made to ensure that there is no cool air leakage from its premises and have adopted measures to ensure optimum usage of air conditioners throughout its premises.
As your Company has not entered into technical collaboration with any entity, there are no particulars relating to technology absorption. 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 16 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for furthering the companys sales to overseas customers.
ii. Foreign Exchange earnings and outgo
The information on Foreign Exchange earnings & outgo is included in Note 17 of the Notes to Accounts to the Balance Sheet.
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 looks forward the same in the future.
For and on behalf of the Board of Directors
|Upinder Zutshi||Ajai Kumar Agrawal|
|Managing Director & CEO||Director||Place : Bengaluru|
|(DIN:01734121)||(DIN: 00619358)||Date : May 19, 2016|