Infinite Computer Solutions India Ltd Directors Report.

To the Members,

Your Board of Directors have pleasure in presenting their 18 Annual Report on the business and operations of the Company together with the audited financial statements for the Financial Year ended March 31, 2017.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company has adopted Indian Accounting Standards (Ind AS) from April 01, 2016 and accordingly, the financial results have been prepared in accordance with the Accounting Standards (Ind AS) as prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

The financial performance of your Company for the year ended March 31, 2017 along with previous years figures is given hereunder:

Consolidated Financials of the Company

Rs in Million

Particulars Year ended March 31, 2017 Year ended March 31, 2016
Total Sales and Income 23,782.62 21,241.00
Total Expenses 21,753.84 19,179.82
Total Income before Tax & Depreciation 2,028.78 2,061.18
Depreciation 377.25 477.47
Profit/(Loss) before Tax (PBT) 1,651.53 1,583.71
Profit/(Loss) after Tax (PAT) 1,208.84 1,210.34
Total Comprehensive Income 1,223.05 1,219.70

Standalone Financials of the Company

Rs in Million

Particulars Year ended March 31, 2017 Year ended March 31, 2016
Total Sales and Income 3,928.12 4,425.68
Total Expenses 2,603.65 3,126.97
Total Income before Tax & Depreciation 1,324.47 1,298.71
Depreciation 144.11 157.62
Profit/(Loss) before Tax (PBT) 1,180.36 1,141.09
Profit/(Loss) after Tax (PAT) 918.11 950.03
Total Comprehensive Income 926.38 947.96

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

Consolidated Accounts

Consolidated revenue for the fiscal year 2017 was 23,782.62 Million which was increased by 11.97% in compared to the previous year. Net Profit before tax was 1,651.53 Million (previous year 1,583.71 Million) and Net Profit after tax was 1,208.84 Million, which was

decreased by 0.12% over the previous year.

The Consolidated financial statements of your Company for the financial year 2016-17, 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 Accounts

Standalone revenue for the fiscal year 2016-17 was 3,928.12 Million (previous year 4,425.68 Million). Profit before tax was 1,180.36 Million, which has increased by 3.44% compared to the previous year and Net Profit after tax was 918.11 Million.

a. Subsidiaries

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 upto 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 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. 17) 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, 2017, 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. 18)

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, 2017. 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.

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 October 12, 2016 approved the proposal for Buy-back of upto a total consideration not exceeding 150 Crores at a price not exceeding 270/- per equity share of face value 10/- each through the stock exchanges under Tender Offer route. The shareholders of the company approved the aforesaid Buy-back through Postal Ballot, the result of which were announced by the Company on December 09, 2016.

The Buy-back opened on February 10, 2017 and closed on February 23, 2017 and the settlement was made by Bombay Stock Exchange (BSE) on March 06, 2017. The number of equity shares bought back under the scheme was 5,660,000 at a price of 265/- per equity, utilizing a total amount of 149.99 Crores.

The paid-up equity share capital of the Company after the extinguishment of shares bought back stood at 330.46 Million comprising of 33,046,459 equity shares of 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 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 and the date of the report.

Change in the Nature of Business

During the financial year ended March 31, 2017, 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. Sanjay Govil will retire at the ensuing Annual General

Meeting and being eligible, offers himself for re-appointment. th

Brief resume and other details relating to Mr. Sanjay Govil, who is to be re-appointed is furnished in the Notice convening the 18

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, are the Key Managerial Personnel (KMP) as per the provisions of section 203 of the Companies Act, 2013.

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, which was further amended on February 14, 2017 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.

COMPOSITION OF BOARD/COMMITTEE & MEETINGS

The details of the composition of the Board and its Committees along with details of the number of meetings and attendance thereon, are provided in the Corporate Governance Report which forms an integral part of the Annual Report. The Company has accepted all recommendations of the Audit Committee during the year.

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. 26). As on March 31, 2017, the total outstanding options was NIL.

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, 2017 is provided as the Annexure E of this Annual Report. (Page No. 28)

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 15 Annual General Meeting of the Company held on September 24, 2014,subject to ratification of appointment at every Annual General Meeting.

Since the term of M/s. Amit Ray & Co; Chartered Accountants is valid upto the date of 18 AGM of the Company to be held in 2017, the Board of Director of the Company have recommended for the approval of shareholders at the 18 AGM of the company, the appointment of M/s. HDSG & Associates, Chartered Accountants, as Statutory Auditors of the company, for a period of 5 years w.e.f. the date of 18 AGM till 23 AGM of the Company to be held in the year 2022.

M/s. HDSG & Associates, Chartered Accountants, have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if ratified by the shareholders at every Annual General meeting of the Company and as per the applicable provisions of the Companies Act, 2013.

Further the Auditors Report being self-explanatory does not call for any further comments by the Board of Directors. No fraud was detected by the Auditors during the year under review.

b. Secretarial Auditors & its Report

Your Company had appointed M/s. HBP & Co., Company Secretaries, Bengaluru to conduct Secretarial Audit of your Company for the year 2016-17, 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. 35). It does not contain any adverse remarks or qualifications.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In terms of section 135 and Schedule VII of the Companies Act, 2013, your Company have 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 are contained in the Annual Report on the CSR activities as provided under Annexure G. (Page No. 38).

INTERNAL CONTROL SYSTEMS AND 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.

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 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 are undertaken and thereby strengthen the controls. Significant audit observations and action plan are presented to the Audit Committee of the Board on quarterly basis.

RISK MANAGEMENT POLICY

The Board of Directors at their meeting held on November 13, 2014, approved the Risk Management Policy of the Company. The policy framed to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimum adverse impact on the business objectives and enhance the Companys competitive advantages. The Company has identified various risks and also has mitigation plans for each risk identified.

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. 40)

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 the 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 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 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.

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 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 19 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 28 (O) of the Notes to Accounts to the Balance Sheet.

ACKNOWLEDGMENTS

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/-
Upinder Zutshi Ajai Kumar Agrawal
Managing Director & CEO Director Place : Bengaluru
(DIN:01734121) (DIN: 00619358) Date : May 23, 2017