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Infinite Computer Solutions (India) Ltd.Annual report 2013-14

TM

™ Pioneers in PlatformizedFrameworks & Solutions

For IT, Product EngineeringServices and Next-Gen Messaging & Enterprise Mobility

Business Summary

01 Business Overview04 Corporate Overview

Strategic review

07 Managing Director's Statement

Operational review

09 Business Segment Review

12 Board of Directors & Leadership Team

Statutory reports

14 Directors’ Report21 Corporate

Governance Report36 Management

Discussion & Analysis

Financial statements

42 Consolidated Financial Statements

61 Statements under Section 212 of Companies Act, 1956

63 Standalone Financial Statements

84 AGM Notice

In the past Infinite initiated a journey with its

customers using high risk, high reward and

revenue-share engagement models to cater to

changes in the global business environment,

from niche areas across all its businesses. This

has led to Infinite's pioneering positioning today

distinctly differentiating it from other IT

companies of similar scale as a pioneer in ™Platformized Solutions & Frameworks for

businesses.

Life isn't about

finding yourself...

Life is about

creating yourself.

Infinite, pioneers in ™Platformized Solutions & Frameworks

Annual Report 2013-14Business Overview

01

TM

If you can't

re-invent yourself…

You might as well

stop living. The global business environment has seen

buyers of IT services move from the IT

department to the business unit, with an

increasing expectation for IT suppliers to cater to

business objectives within a partnership

framework. This is more fruitful for both the

customer and the solutions provider.

Infinite's pioneering position the past few years in

partnership-style engagements through

revenue-share models has resulted in continued

growth in such engagements through our

Mobility & Messaging and Product Engineering

Businesses both of which currently contribute

close to and is expected 30% of annual revenues

to rise to about 50% of revenues over the

forthcoming future.


Annual Report 2013-14Business Overview

02

Infinite Computer Solutions (India) Limited

Infinite's investments earlier in the past year in

niche-capability Centers of Excellence (CoEs) and ™Platformized IT Solutions has already resulted in

a large multi-million dollar, multi-year contract

with one of its existing customers based on

collaboration across niche services developed,

thus supporting Infinite's current positioning in

the market as against other IT companies.

Take control of your

circumstances…

And reinvent

yourself!


03Annual Report 2013-14

Business Overview

TM

Corporate

Overview

Maximize value for customers by delivering high quality solutions and services; driven by Intellect, Innovation and Integrity; in a fun and healthy environment.

Values: INFICS

Ignite Thought-leadership, passion and innovation.

Nurture A positive and creative environment for holistic development of human capital.

Foster Freedom of thought, expression and action.

Inspire Integrity and strength of character in interactions with customers.

Challenge 'I' the individual and 'we' the team, to achieve excellence.

Support Social causes through compassion and collaboration.

Mission

Delighted Customers… Proud Employees!Vision

Our Presence16 Offices|8 Delivery Centers - Bangalore, Boston, Chennai, Chicago, Hyderabad, New Delhi, Gurgaon & Rockville.

Publicly listed in 2010 in the Indian Stock Exchanges.

Our RevenueFY 2014: USD 287M EBITDA: USD 30.7M5 Year Revenue CAGR at 21%.

Our People5000 Employeesworldwide, 3400 in India.

Established in 1999, headquartered in Bangalore, India.

Our Customers 73 Active Customers. Long Standing Relationships with Fortune

1000 Companies. Telecom, Healthcare, Media & Content,

Energy & Utilities and Financial Services .

Our CertificationsTl9000 R5.0, ISO 27001:2005, ISO 9001:2008 and SEI CMMI v1.3 ML 5 for (DEV + SVC +SSD).

04Annual Report 2013-14Corporate Overview


Awards &

Recognitions

Our Service Offerings

Over the years, Infinite has been recognized globally by

various industry bodies. The most recent ones include

Unified Communications Product of the Year Award, Gold

Stevie for Relationship Management Solutions, TMC

CRM Excellence Award, Fierce Innovation Award and

Innovative 100 Award by Inc. India.

IT Services

Product Engineering

Centers of Excellence

Mobility & Messaging

® 2012Runner-Up

Mobile Merit Best Service 2012

Our service offerings include Information Technology (IT)

services, Product Engineering Solutions and Mobility and

Messaging products and services with focus on the

Telecom, Healthcare, Media & Content, Energy & Utilities

and Banking & Finance verticals.

20122013

2013 2013 2013 2013 2013 2013

DQTOP202010

2014 2014 2014

Annual Report 2013-14Corporate Overview 05

TM

20112014

Recognitions

#5 Ranking in the IDC-DQ Best Employer Survey 2010.

Finalists in CTIA Emerging Technology Awards and Network Products Guide's Hot Companies and Best Products Awards.

Forbes Asia 200 Best Under a Billion Listing.

NASSCOM Top 20 Players in IT Services Listing.

CRM Excellence Awards by CUSTOMER Magazine in 2013 and 2014.

Red Herring Top 100 North America and Global Awards.

Fierce Innovation Award Winner.

Innovative 100 Award by Inc. India Magazine.

Gold Stevie for Relationship Management Solution and a Silver Stevie for Marketing Solution, both for Enterprise Messaging Service.

2014 Unified Communications Product of the Year Award.

Certifications

TL9000 R5.0; ISO 27001:2005; and ISO 9001:2008.

Growth

Launched Industry's First GSMA RCS Personal Messaging Cloud Synchronization and Storage Solution for Mobile Operators.

Launched cloud based Enterprise Messaging Service (EMS) globally.

Launched messaging product suite in the US Public Safety market.

Invested in growth. Set up Centres of Excellence (CoEs), Labs and invested in Global Sales and Marketing.

Set up SEZ facility in Bangalore and entered APAC market for messaging with a Japanese service provider.

Recognitions Deloitte Technology Fast 500

Asia Pacific Winners list. Top 20 Best IT Employer by

Dataquest. Top 100 Global Outsourcing

Professionals (IAOP). Top 10 Global Telecom

Outsourcing Providers (IAOP).

Certifications Certified for ISO 27001:2005

and assessed at SEI CMMi v1.2 Level 3.

Growth IPO in 2010 with a listing on

both Bombay Stock Exchange and National Stock Exchange, one of the most successful IPOs of the year, with a historic opening over-subscribed manifold.

Acquired Comnet International, a US-based telecom solutions provider.

Introduced Risk-reward, revenue share engagement models to customers.

Began a development center in Hyderabad followed by Gurgaon.

20052010

Recognitions NASSCOM's Top 20 Indian IT

Companies. Deloitte and Touché Fast 50

Award. Sanjay Govil, Founder &

Chairman receives E&Y “Entrepreneur of the Year Award” in Washington.

Certifications Assessed at SEI CMM Level 3,

SEI CMM Level 5, CMMi v 1.1 Level 5 and ISO 9001:2000.

Growth Inauguration of a 4.48 acre

campus in Bangalore. Funding of USD 6 million from

White Rock Investments. Began operations in Delhi

followed by USA, Development Centre in Bangalore, operations in UK, Malaysia and China.

Our

Journey...

19992004

Annual Report 2013-14Corporate Overview06


I am proud of what the teams here at your Company have accomplished in terms of business and customer delight this past year. The power of our innovative outlook towards setting up Centers of Excellence (CoEs), our solid customer relationships, our emphasis on high quality execution and our capabilities in Mobility & Messaging as well as Product Engineering Services have enabled us to overcome an uneven global economy in a highly competitive market space. This year your Company grew in revenue by 24.6%.

At this point, I would like to focus on the transformational journey your Company has had that has currently positioned it as pioneers in the mid-segment IT space. As you might already be aware your Company had initiated a journey that continues to show a progressive movement towards drawing a higher portion of revenue from niche areas highlighted here.

FY 2013-14 saw your Company's revenues grow to INR 1733 Cr. substantiating its position in the mid-tier IT services space; having grown at a Compounded Annual Growth Rate (CAGR) of about 21% over the past 5 years. The Company's 3 lines of businesses continue to witness strong growth: IT Services having grown at a 5 Year CAGR of 18%, Product Engineering Solutions having grown at a 5 Year CAGR of 17% and Mobility & Messaging business having grown at a 4 Year CAGR of 25%.

In the coming years, I am encouraged by both global macro trends and the significant momentum we have generated over the past five years. During the next fiscal, we will continue to deliver greater value for shareholders through an intense focus on our strategic priorities:

Next-Gen Mobility & Messaging Solutions and Products: Extend our leadership position across high-value, technology-driven solutions and products in the Enterprise Mobility space.

™ Pioneer in transformational new Platformized Solutions and Frameworks for businesses, based on our global capabilities and experience.

Innovation and Thought Leadership through CoEs: Strengthen and grow our position in differentiated and niche business areas by leveraging new technologies.

Flexible High Return Engagement Models: Continue to build partnerships with customers by building solutions that drive down their costs, enabling new business competencies and contributing to increased revenues for both your Company and the customer.

FY 2013-14 for your Company was a year that saw major investments, creating compelling value propositions in each business line thereby increasing value for its customers. Furthering the overall strategy, the year saw significant investments in niche-capability Centers of Excellence (CoEs), Labs & Delivery Platforms. In order to continue to have a competitive advantage in a rapidly evolving technology and business landscape, your Company consistently increased its niche technology expertise and brought this together in the form of Platformized™ Solutions and Frameworks across areas including Healthcare, Data Analytics, Mobility, Service-Oriented Architecture, Agile Development and Broadband Networking. This year your Company has built multiple platformized solutions including Patient-care Platform Recommendation Analytics Engine Publishing Industry Platform, and a for the Healthcare industry vertical, a Social Media Sentiment Analytics Platform platforms for Messaging Remote Infrastructure Management. and added to existing and

These key investments earlier in the year have already resulted in a with one of its existing customers large multi-million, multi-year contractbased on collaboration across niche services developed. Other key client wins for your Company include a high-end IT professional services deal for one of its existing financial services client, multiple integration deals, key deals for Rich Communications Services (RCS)enablement and operations with a global telecom service provider utilizing your Company's Mobility and Messaging Platform. These deals were in addition to several others across business units highlighted in detail under Business Segment Review of this report.

Managing Director's Statement

Dear Shareholders,

Upinder ZutshiManaging Director & CEO

TM

Annual Report 2013-14Managing Director's Statement 07

The year saw multiple industry recognitions come your Company's way with its newly launched Enterprise Messaging Service winning awards for both, New Relationship Management Product New Product Launch as well as in the Technology Category at the for Sales and Customer Service. Stevie AwardsApart from this, Infinite was listed as the winner in the Red Herring 100 Global awards, Red Herring 100 North America the awards, Fierce Innovation awards Innovative 100 award, and the being recognized as a leading company for innovations and technologies. Additionally your Company's RCS product won the CRM Excellence Award 2014. Earlier in the fiscal, your Company was recognized for its contribution in providing Healthcare IT Solutions and as your Company's Managing Director & CEO, I was honored with the award for Business Leader of the YearHealthcare IT Services at an Industry Event & Awards Program.

During the last decade, India became the hub of IT Services companies which raised a dire need to be a deeply process-based organization in order to successfully compete as an IT Service provider. This year your Company has continued its focus on achieving excellence through quality and process certifications. Today your Company holds itself to the highest Corporate Governance standards, ensuring high levels of transparency to keep all stakeholders informed of its operations and future plans. I am happy to share with you that in addition to some of the highest global standards your Company has been certified in; very recently it was also appraised at Capability Maturity Model Integration CMMI v1.3 ML 5 for (DEV + SVC +SSD) by the CMMI Institute. With this, your Company becomes the third company in the world to have achieved this milestone.

Looking forward, your Company will continue to focus on expanding its margins on a long-term basis, adding value to its stakeholders through organic routes by incrementally expanding revenue contribution from higher-margin areas across Business Units. In addition your Company will continue to focus on developing relevant delivery platforms that integrate newer, niche technologies on a cloud-based framework further strengthening our positioning as pioneers in Platformized™ Solutions & Frameworks. Further your Company intends to launch platforms developed over the year in the Healthcare Industry Vertical in addition to its Sentiment Analytics Engine, Recommendations Engine, Ratings Engine and Fraud Detection Engine along with further launches in the area of Mobility & Messaging.

Finally, I would like to place my gratitude toward customers, shareholders and employees who have supported us at every stage of our journey, with the expectation that this support will continue as we move forward in the market place positioned as the

™pioneers in Platformized Solutions & Frameworks in our segment.

Regards,Upinder Zutshi

Managing Director & CEO

08Annual Report 2013-14Managing Director's Statement


Infinite Mobility & Messaging Services

Infinite's Mobility and Messaging Business continues to

demonstrate strong growth, scaling to about INR 241 Cr in FY

2013-14 having grown at a CAGR of 25% since acquisition from

Motorola (now a part of Nokia Siemens) 4 years ago. Since then,

we have upgraded the platform for compatibility across newer

technologies such as 4G/LTE and launched Next-Gen products

(including RCS, EMS and PCS) in the global markets.

This year saw our Mobility & Messaging business launching key

new products in the global market including Multimedia

Messaging for Enterprises and Industry's First GSMA RCS

Personal Messaging Cloud Synchronization and Storage Solution

for Mobile Operators. Further Infinite's Rich Communication

Suite was accredited with GSMA certification, reinforcing

Infinite's commitment to telecom industry standardization,

world-class mobile messaging solutions and seamless

interoperability between mobile carriers. Earlier in the year,

Infinite partnered with Neusoft in the US to offer enhanced Rich

Communication capabilities to Wireless Operators.

The Mobility & Messaging business this year closed contracts for

the RCS platform and addendum services with clients in the NAM

and ME geographies:

Successfully completed pilot projects with a leading US

Telecom Carrier; product deployment expected shortly

which will further strengthen our leadership position in

this space.

Successfully completed pilot projects with a leading

Lebanese Telecom Carrier; product deployment also

expected shortly.

This year saw our Mobility & Messaging business continue to win

multiple accolades from the industry including Stevie Awards -

Relationship Management Product, Stevie Awards - New

Product Launch, Fierce Innovation Award, CRM Excellence

Award, Unified Communications Product of the Year Award and

Innovative 100 Award.

TM

Annual Report 2013-14 Business Segment Review 09

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Infinite Convergence and Neusoft Partner to Offer Enhanced Rich Communication Capabilities to Wireless Operators May 19, 2014

“We are excited about this partnership and the differentiation that we can now deliver to Mobile Network Operators. A comprehensive end-to-end offering makes the technology implementation easy for the Operators and guarantees high quality end-user service for their customers.”

Markus Jakobsson, RCS Product Manager at Neusoft

Product Engineering Services (PES)

Infinite's Product Engineering Services (PES) business has grown over the past 5 years at a CAGR of 17% and now stands at INR 243 Cr. PES was set up due to the need to move away from conventional services to carve a niche in the highly competitive IT services space. The efforts took flight with the acquisition of a telecom products company in 2007, Comnet International and resulted in the acquisition of Motorola's Messaging platform in 2012. Investment in this high growth business through acquisition of key Intellectual Property in wireless technology continues ensuring maximum synergies and return.

In addition to helping Infinite become strategic partners to multiple Tier-1 Telecom OEMs this business has also enabled us to be pioneers in risk-reward and revenue-share engagement models across all businesses.

We are a trusted long-term partner to our clients and ensure return on their investments through innovation, domain expertise and excellence in service delivery. We are one of the very few mid-sized companies with the ability to test, design and deliver six nines (99.9999%) availability in demanding environments with guaranteed delivery.

In addition to our Product Engineering strengths in the Telecom Domain, we have successfully been able to leverage cross synergies and build our portfolio in the Healthcare, Media and Content and Life-science verticals.

The year has seen investments in building expertise in wireless broadband technologies including the set-up of a CoE in this area. Also, Infinite has further expanded the PES Sales and Marketing engine, deploying a team of 25 personnel towards new business acquisition and expansion in existing accounts.

FY10

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Adding further impetus to Infinite's growth in the Product Engineering space includes a major deal with an Industrial Control & Automation major in the Life-sciences Vertical which involves complete embedded device UI development (with a touchscreen display). This has provided Infinite with niche experience due to the involvement of both hardware and software elements and opens up newer, exciting possibilities for our future.

Annual Report 2013-14Business Segment Review10


IT Services

Airwatch and Maas360 enabling comprehensive offerings and developed Apps such as Healthcare Assessment, Symptom Checker, BMI Calculator and M2M for the healthcare industry. This has enabled Infinite to win contracts with a US based Fast Food Chain and the consumer banking arm of a Global Business House amongst others.

Service-oriented Architecture (SoA) CoE

ADIGT based SoA Framework developed including SoA Readiness Framework, SoA Diagnosis Framework and SoA Maturity Assessment Framework targeted at the Insurance, Banking, Telecom and Healthcare Industries.

Healthcare CoE

Developed Infinite Collaborative Care Management Framework which includes Wellness Management, Advanced Care Management and Virtual Hospital Platforms targeted at Healthcare Providers & Payers.

Quality Assurance CoE

Developed iTAP (Infinite Test-Automation Platform) targeted at the Banking & Financial Services, Insurance, Telecom, Media & Content and Healthcare Industries.

Agile Development CoE

Developed Infinite Agile Assessment Tool (IAAT) and Enterprise Agile Framework targeted at large-scale distributed delivery.

Tech-Support CoE

Infinite Tech-Support-as-a-Service (iTaaS) which was launched in the last fiscal was successfully implemented for a Singapore-based arm of a leading Global IT Services player.

Infinite's planned investments earlier in the year to build expertise in niche technology areas by setting up Centers of Excellence (CoEs) saw swift progress positioning Infinite as a pioneer in Platformized™ Solutions & Frameworks. The IT Services business grew at a 5 Year CAGR of 18% and stands at INR 1249 Cr.

The IT Services business turned around an outgoing top 5 client in the Healthcare vertical with a wider-scope contract win with a minimum guaranteed TCV USD 100 Million. The business also turned around another top 10 client in the financial services vertical, signing multiple contracts including 4 partner integration deals, multiple high end professional services assignments, a multimillion dollar GUI project and a very large deal for Testing-as-a-Service. Infinite has strengthened its sales and marketing engine with the hiring of Key Sales Personnel across geographies. Infinite's strength in Healthcare won accolades from the industry with Infinite being awarded India's Most Admired Company in Healthcare IT Solutions and Upinder Zutshi, Managing Director & CEO of Infinite winning the Business Leader of the Year – Healthcare & IT at the 6th Annual Pharmaceutical Leadership Summit and Pharmaleaders Awards 2013.

Achievements of the newly setup CoEs:

Enterprise Analytics CoE

Developed Infinite's Sentiment Analytics and Predictive Analytics platforms targeted at the Insurance and Healthcare Verticals.

Enterprise Mobility CoE

Developed Infinite's CCC framework along with App Performance and Benchmark Tools, Consultancy Assessment Tools and Quark Tools targeted at the Telecom, Healthcare and Education Industries amongst others. Key partnerships signed with

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Annual Report 2013-14 Business Segment Review

11

Board of Directors

Sanjay GovilChairman


Ajai Kumar AgrawalIndependent Director

Narendra Kumar AgrawalNon-Executive Director

Annual Report 2013-14Board of Directors

12


Ravindra Rama Rao TuragaIndependent Director

Leadership Team


Anurag LalCEO – Infinite Convergence

Amit Srivastav President – IT Services

KS RaoEVP – Product Engineering Services

Sanjeev GulatiEVP & CFO

Ashoka TankalaEVP & Head – US Finances & Operations

Pankaj JaiswalSVP & Business Head – APAC

Vamsee CheppurSVP & Head – Customer Advocacy, North America

Subbarao BadetiSVP & Head – Portal Business, Global

Sheppard Lyngdoh SVP – Delivery, IT Services

Ravi NimmagaddaSVP & Head – Client Acquisition, North America & Europe

Srirama SrinivasanSVP & Client Partner, Media and Healthcare, North America & Europe

Brock KillenVP – F&OInfinite Convergence

Jagannath RaoVP – Infinite Convergence

Sanjay KaulVP & Head – India Operations

John PumaVP – Product Management,Infinite Convergence

Anjana AroraVP – Marketing, Infinite Convergence

Chee Leng LoyRegional VP – APME, Infinite Convergence

Rajesh RaoVP - Delivery, IT Services

Harish PaiVP – Solutions & COE

Ram GoelVP – Delivery, IT Services, Government Sector

Jay FaheyVP - Product Development & Support, Product Engineering Services

Samuel SandegrenVP – Delivery, Product Engineering Services

Manish AgarwalVP - Corporate Affairs

Rajat KalraAVP & Company Secretary

Annual Report 2013-14Leadership Team 13

TM

Your Directors take pleasure in presenting the 15th Annual Report and Audited Accounts of the Company for the year ended st31 March, 2014.

Financial Results

Consolidated Financials of the Company and its Subsidiaries

Standalone Financials of the Company

Result of Operations

Consolidated Accounts

Consolidated revenue for the fiscal year 2014 was Rs. 17,403.21 Million, a growth of 24.48% over the previous year. Net Profit before tax was Rs. 1,159.47 Million and Net Profit after tax was Rs. 898.02 Million.

Standalone Accounts

Standalone revenue for the fiscal year 2014 was Rs. 3,720.38 Million. Net Profit before tax was Rs. 657.90 Million and Net Profit after tax was Rs. 579.43 Million.

Dividend

Your directors are pleased to recommend a final dividend of Rs. 2.00 per equity share of the face value of Rs. 10/- for the year ended Mar 31, 2014. The interim dividend of Rs. 2.00 per equity share was paid on March 07, 2014.

The final dividend, subject to the approval of the shareholders in the ensuing AGM will be paid to the shareholders whose names appear in the Register of Members as on the date of book closure.

The total dividend for the financial year 2013-14, including the proposed final dividend, amounts to Rs. 4.00 per equity share and will absorb Rs. 161.92 Million.

Directors' Report

stYear ended 31 Mar, 2014 stYear ended 31 Mar,2013

Total Sales and Income

Total Expenses

Total Income before Tax & Depreciation

Depreciation

Profit/(Loss) before Tax (PBT)

Profit/(Loss) after Tax (PAT)

stYear ended 31 Mar, 2014 stYear ended 31 Mar, 2013

Total Sales and Income 17,403.21 13,980.87

Total Expenses 15,678.34 11,923.30

Total Income before Tax & Depreciation 1,724.87 2,057.57

Depreciation 565.40 433.12

Profit/(Loss) before Tax (PBT) 1,159.47 1,624.45

Profit/(Loss) after Tax (PAT) 898.02 1,307.40

3,720.38 4,528.64

2,933.00 3,167.64

787.38 1,361.00

129.48 115.24

657.90 1,245.76

579.43 1,062.67

Dear Members,

Annual Report 2013-14Directors' Report14


in Million

in Million

Transfer to Reserves

We propose to transfer Rs. 57.94 million to general reserve in accordance with the Companies (Transfer of Profits to Reserves) Rules, 1975. Your company also proposes to retain Rs. 314.69 Million in the profit and loss account.

Buyback of Equity Shares

The Board of Directors of the Company in their meeting held on June 05, 2013 approved the proposal for buyback of upto a maximum of 30,00,000 Equity Shares for a total consideration not exceeding Rs. 30 Crore and at a price not exceeding Rs. 120/- per equity share of face value Rs. 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 buyback commenced on June 20, 2013. The cumulative number of equity shares bought back by the Company till March 31, 2014 were 2,116,836 at an average price of Rs. 107.96 per equity share for a total consideration of Rs. 228.54 Million, being 76.18% of the maximum buyback offer size of Rs. 3,000 lakhs and 70.56% of the maximum no. of shares.

Subsequent to March 31, 2014 and till the date of this report, no shares have been bought back by the Company under its buyback offer.

The paid-up equity share capital of the Company after the extinguishment of shares bought back stood at Rs. 404.43 Million comprising of 40,443,159 equity shares of Rs. 10/- each.

Closure of Subsidiary Companies

As a process of rationalization of subsidiary companies, Infinite Computer Solutions Ltd., BVI and Infinite Data Systems UK Limited were closed.

Particulars required as per section 212 of the Companies Act, 1956

A statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is attached to the accounts. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated February 08, 2011, the audited accounts and Report of Board of Directors and Auditors of the Company's subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard-21 issued by the Institute of Chartered Accountants of India forming part of this Annual Report include the financial information of the subsidiary companies.

Director(s)

Mr. Ravindra Rama Rao Turaga and Mr. Ajai Kumar Agrawal, Independent Directors of the Company, have affirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. Pursuant to the provisions of the Companies Act 2013, they are proposed to be appointed as Independent Directors for a term of five years at the ensuing Annual General Meeting. Mr. Narendra Kumar Agrawal, who is an Independent Director in terms of the provisions of the Listing Agreement , has informed the Board of Directors that he does not fully meet the eligibility criteria of independence as specified under the Companies Act, 2013 (being the date of notification of the relevant provisions of the Companies Act, 2013). Accordingly, Mr. Agrawal ceased to be an Independent Director on the Board of the Company w.e.f. April 01, 2014. He, though, continues to be a Non-Executive Director, whose term of office will be liable to be determined by rotation.

In terms of the provisions of Section 149 of the Companies Act, 2013 an Independent Director can hold office for a term of upto 5 consecutive years on the Board of the Company and would not be liable to retirement by rotation. In view of the same, your Directors are seeking appointment of Mr. Ravindra Rama Rao Turaga and Mr. Ajai Kumar Agrawal as Independent Directors for a period of five consecutive years upto Mar 31, 2019.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Narendra Kumar Agrawal 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 re-appointed as stipulated under Clause 49(IV) (G) of the Listing Agreement is furnished in the Notice convening the Fifteenth Annual General Meeting of the Company.

Corporate Governance

The report on Corporate Governance is given as a separate section titled “Report on Corporate Governance” which forms part of this Annual Report.


Directors' Report

TM

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with the Corporate Governance Report.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

Fixed Deposits

Your Company has not accepted any deposits during the year under review and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Employee Stock Option Plan

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure and forms an integral part of this report.

Directors' Responsibility Statement

In compliance with Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

b. 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 of the Company for that period.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going concern basis.

Auditors

M/s. Amit Ray & Co., Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

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

Information Pursuant to Section 217(2A) of the Companies Act, 1956

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure and forms an integral part of this report.

Conservation of Energy and Technology Absorption

In view of the nature of activities that are being carried on by your Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively are not applicable to your Company. 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 14 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for furthering the company's sales to overseas customers.

ii. Foreign Exchange earnings and outgo

The information on Foreign Exchange earnings and outgo is included in Note 19&20 of the Notes to Accounts to the Balance Sheet.

Acknowledgment

Your Directors gratefully acknowledge the contributions made by employees towards the success of your company. Your Directors are also thankful for the co-operation and assistance received from its customers, vendors, bankers, regulatory and Governmental Authorities in India and abroad and its shareholders.


Ravindra Rama Rao TuragaDirector

Place : Bengaluru Date : 15th May, 2014

For and on behalf of the Board


Directors' Report

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Statement Pursuant to Clause 12 'Disclosure in the Directors' Report' of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999

Pursuant to the Resolution passed by the shareholders in their Annual General Meeting held on August 09, 2010 and September 19, 2011, the Remuneration and Compensation Committee of the Directors have granted Stock Options to eligible employees and Directors during the financial year 2013-14. The option holders are entitled to get one equity share per option. The details of the Stock Option granted are given below:

Annexure to the Directors Report

TM

Sr. No. Description Remarks

Options Granted

Option vested

Options exercised

Options lapsed

Money realized by exercise of Options

Total number of Options in force

Details of Options granted to

Pricing formula

1,50,000

8,73,750

Nil

14,90,000

13,20,000

Name No. of options

Nil

The Exercise Price per option shall be the lower of market price as on the date of grant or the average of the one month high and low price of the share preceding the date of grant of option on the stock exchange on which the shares of the company is listed. If the shares are listed on more than one stock exchange then the stock exchange where there is highest trading volume during the aforesaid period shall be considered.

A

C

D

F

H

I

Diluted Earnings per Share (EPS) pursuant to issue of Ordinary Shares on Exercise of Options calculated in accordance with Accounting Standard (AS) 20 'Earning Per Share.'

Rs. 14.02K

J

Total number of Ordinary Shares arising as a result of exercise of Options

NilE

B

The Scheme was partially modified with respect to the eligibility and vesting criteria under the ESOP 2010 for both, the options granted but unvested (as given below) and the un-granted options. The members of the Company approved to remove the condition of achievement of profit targets as one of the condition of vesting and give more emphasis to the performance and contribution of each employee for being eligible for grant of options under the ESOP 2010.

Variation of terms of OptionsG

i. Senior managerial personnel Amit Srivastav 1,50,000

ii. Any other employees who received a grant in any one year of Options amounting to 5% or more of the Options granted during that year.

Nil N.A

iii. Identified employees who were granted Options during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil N.A


Directors' Report


i. Method of calculation of employee compensation cost

iii. The impact of this difference on Profits and on EPS of the Company.

ii. Difference between the employee compensation cost so computed at (i) above and the employee compensation cost that shall have been recognized if it had used the fair value of the Options.

Based on intrinsic value method

The employee compensation cost would have increased by Rs. 122.08 lakhs.

The effect of adopting the fair value method on the net income and earnings per share is presented below:

L

in Lakhs

Net Income as reported 5,794.33

Adjusted Net Income 5,672.25

As reported 14.02 14.02

As reported 13.72 13.72

Add: Intrinsic Value Compensation Cost -

Less: Fair value Compensation Cost (Black Scholes Model) 122.08

Earnings per share

Basic Diluted

A description of the method and significant assumption used during the year to estimate the fair values of Options.

Weighted average exercise price and weighted average fair value of Options granted for Options whose exercise price either equals or exceeds or is less than the market price of the stock.

The fair value of each options estimated using the Black Scholes Options Pricing Model after applyingthe following key assumptions :

Options whose exercise price is less than the market price:Weighted average exercise price: Rs. 108.35 Weighted average fair value: Rs. 51.12

N

M

i. Risk free interest rate 7.42%

ii. Expected life 7.50 years

iii. Expected volatility 44.34%

iv. Expected dividend 3.40%

v. The price of the underlying shares in market at the time of option grant

Rs. 117.80

20Annual Report 2013-14Directors' Report

Infinite's philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and its interaction with its stakeholders including shareholders, employees, lenders and the Government. The Company's philosophy is built on fair and transparent governance and disclosure practices. The Company's essential character revolves around values based on transparency, integrity, professionalism and accountability. At the highest level, the Company endeavors continuously to improve upon these aspects. This is done by adopting innovative approaches for leveraging resources and converting opportunities into achievements through proper empowerment and motivation, thereby fostering a healthy growth and development of its human resources.

I. Board of Directors

A. Composition of Board

Your Company's Board has an optimum combination of Executive, Non-Executive and Independent Directors with considerable experience in their respective fields. Your Company has a Non-Executive Chairman who is also the Promoter of the Company and the number of Independent Directors is three, which is more than half of the total strength of the Board as required under the provisions of the Listing Agreement.

The composition of our Board and the number of Directorships held by each Director is detailed below:

Table 1

Note:

Table 1 excludes Directorships in Private and Foreign Companies and Companies registered under Section 25 of the Companies Act, 1956.

As of March 31, 2014 none of the Directors are related inter-se.

B. Non-Executive Directors' compensation and disclosures

Non-Executive Directors are not entitled to any remuneration except sitting fees being paid to Independent Directors for attending the Board and Committee Meetings. The details of the sitting fees paid for the Financial Year 2013-14 and the number of shares held by the Non-Executive Directors in the Company are as follows:

Report on Corporate Governance

Name of the Director Category Number of Directorships held in other companies

Number of Board Committee Memberships held in other companies

Number of Chairmanship of Board Committees held in other companies

Mr. Sanjay GovilPromoter & Chairman

Mr. Upinder Zutshi CEO & Managing Director

Cmde. Navin Chandra Whole Time Director*

Mr. Ravindra Rama Rao Turaga

Mr. Narendra Kumar Agrawal

Mr. Ajai Kumar Agrawal

Non - Executive

Executive

Executive

Independent

Independent

Independent

- - -

- -1

- - -

- - -

5 - -

- - -

* Resigned from the Company with effect from May 01, 2013

Company's philosophy on Code of Corporate Governance

Annual Report 2013-14Report on Corporate Governance 21

TM

Table 2

C. Other provisions as to Board and Committees

1. Board Meetings Schedule

The Board meets at least four times a year and the maximum gap between two meetings is not more than four months. During the Financial Year 2013-14, Five Board Meetings of the Company were held on May 16th, June 05th, August 13th, November 12th, 2013 and February 10th, 2014.

Table 3

Attendance of Directors at Board Meetings and at the Annual General Meeting (AGM)

* Resigned from the Company with effect from May 01, 2013

2. Membership of Board Committees

None of the Directors of the Company hold membership of more than ten committees nor is any Director a Chairman of more than five committees of boards across all Companies where he holds Directorships. (Please refer Table No. 1 for the details about their Committee Memberships)

3. Review of Compliance Reports

The Board periodically reviews Compliance Reports of all laws applicable to the Company and steps taken by the Company to rectify instances of non-compliances, if any.

4. Code of Conduct

The Company has adopted a Code of Conduct for its Board Members and Key Managerial Personnel (KMP) and this code has been posted on the Company's website. All the Board Members and KMP's affirm the compliance with the code on an annual basis and a declaration to this effect signed by the CEO & Managing Director is provided elsewhere in this annual report.

II. Committees of the Board

The Company has three sub-committees namely Audit Committee, Remuneration & Compensation Committee and Shareholders'/ Investors' Grievance Committee. All these committees are chaired by Independent Directors.

Draft minutes of the meeting are circulated to the members of the committee for their comments and thereafter, confirmed in the next meeting. The Board of Directors of the Company also takes note of the minutes of the committee meetings at its meetings.

S. No. Name of the Director Sitting Fee (in Rs.) No.of Shares held

Mr. Sanjay Govil 8,100


-

3,20,000

3,40,000

3,40,000

1,350

Mr. Narendra Kumar Agrawal NIL

1

2

3

4 Mr. Ajai Kumar Agrawal NIL

Mr. Sanjay Govil




Mr. Upinder Zutshi

Whether attended the AGM held on August 30, 2013Name of the Director No. of Board Meetings Attended

3

5

4

5

-

5

Yes

Yes

-

Yes

Yes

Yes

Cmde. Navin Chandra *

22Annual Report 2013-14Report on Corporate Governance


A. Audit Committee

The Company has a qualified and independent Audit Committee comprising of three directors all of-whom including the Chairman are Independent Directors. The Chairman of the Committee is Mr. Ravindra Rama Rao Turaga. He is a member of the Institute of Chartered Accountants of India and into practice for the last 33 years. He heads a practicing CA firm T. Rama Rao & Co., providing Professional services in the field of Audit, Taxation, Accountancy, Company Law, Finance, Investments and Capital Market Serv ices. All the other members of the Committee are financially literate and have accounting or related financial management expertise.

The terms of reference and role of the Audit Committee are as per the provisions set out in the Listing Agreement of the Stock Exchanges read with Section 292A of the Companies Act, 1956 and includes such other functions as may be assigned to it by the Board from time to time.

The Company invites such of the executives as it considers appropriate to be present at the Audit Committee meetings. The Executive Vice President Finance (“Head of Finance”), Statutory and the Internal Auditors are invited to attend and participate in these meetings. The Company Secretary of the Company acts as the Secretary to the Committee.

Powers of the Audit Committee

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Terms of Reference of the Audit Committee

I. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

ii. Recommending the appointment, reappointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

iii. Reviewing with management, the annual financial statements before submission to the board, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of Clause (2AA) of section 217 of the Companies Act.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by the management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

iv. Reviewing with the management, the quarterly financial statements before submission to the board for approval.

v. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

vi. Reviewing with the management, performance of statutory and internal auditors and the adequacy of internal control systems.

vii. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

viii. Discussing with internal auditors any significant findings and follow up thereon.

ix. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

x. Discussing with statutory auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.

xi. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xii. To review the functioning of the Whistle Blower Mechanism, in case the same exists.

xiii. Such other function(s)/responsibilities as may be assigned by the Board of Directors from time to time or as may be stipulated under any law, rule or regulation including the Listing Agreement and the Companies Act, 1956.


TM

Composition and Attendance

During the Financial Year 2013-14, four meetings of the Committee were held on May 16, August 13, November 12, 2013 and February 10, 2014. The Composition of the Committee and details of the meetings attended by the members is as under:

Table 4

* Resigned from the Company with effect from May 01, 2013 and hence ceased to be a member of the Committee also with effect from the same date.

B. Remuneration & Compensation Committee

Terms of Reference

i. Deciding the company's policy on remuneration packages for executive directors including pension rights and any compensation payment.

ii. Reviewing the remuneration policy followed by the Company, taking into consideration the performance of senior executives on certain parameters.

iii. Administration and Superintendence of the Employee Stock Option Scheme (ESOS)

iv. Formulation of detailed terms and conditions of the ESOS.

v. To determine the number of stock options to be granted under the Company's ESOS and perform such other functions as may be specified under the SEBI (ESOS & ESPS) Guidelines, 1999.

vi. To secure attendance of any person/outsiders with relevant expertise, if it considers necessary

vii. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended by the Remuneration Committee.

Remuneration Policy

The Remuneration Policy of the Company for managerial personnel is based on the following criteria:

Performance of the Company, its division and units;

Track Record, potential and performance of individual managers and

External Competitive Environment.

Composition & Attendance

The composition of the Remuneration & Compensation Committee is as follows:

Table 5




Name of the Director Chairman / MemberCategory of Director

Non - Executive Independent Director



Chairman

Member

Member




Name of the Director No. of Board Meetings Attended

4

4

4

Nil

Chairman / MemberCategory of Director




Executive DirectorCmde. Navin Chandra*

Chairman

Member

Member

Member



Meetings of the Committee

During the Financial Year 2013-14, four meetings of the Committee were held on May 16, August 13, November 12, 2013 and February 10, 2014 which were attended by all its members.

C. Shareholders'/ Investors' Grievance Committee Terms of reference

i. To approve share transfers and transmissions.

ii. To approve splitting of share certificates, consolidation of share certificates and related matters including issue of fresh share certificates in lieu of split/consolidated certificates.

iii. Issue of duplicate share certificates in lieu of lost, mutilated and destroyed certificates.

iv. Matters relating to dematerialization of shares and securities.

v. Investor relations and redressal of shareholders grievances in general and relating to non-receipt of dividends, interests, non-receipt of balance sheet etc. or any other matter as the Board may think fit/delegate to the Committee.

Composition and Attendance

During the Financial Year 2013-14, four meetings of the Committee were held on May 16, August 13, November 12, 2013 and February 10, 2014. The Composition of the Committee and details of the meetings attended by the members is as under.

Table 6

* Resigned from the Company with effect from May 01, 2013 and hence ceased to be a member of the Committee also with effect from the same date.

Mr. Sanjeev Gulati, Executive Vice President (Finance) acted as the Compliance Officer and Mr. Rajat Kalra as the Company Secretary of the Company for the Financial Year 2013-14.

iii. Subsidiary Companies

The Company does not have any material non-listed Indian Subsidiary, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of the Company.

However the Company does provide updates on major decisions of its Unlisted Subsidiary Companies to the Audit Committee. The minutes of the unlisted subsidiary companies, wherever applicable, as also any significant transaction or arrangement entered into by any of its unlisted subsidiary companies, are placed before the Board for its noting.

iv. Disclosures

A. Basis of related party transactions

The related party transactions are placed before quarterly audit committee meetings.

B. Disclosure of accounting treatment

The Company has not followed any differential treatment from that prescribed under accounting standards, for preparation of financial statements during the year.

C. Board disclosures – Risk management

The Company has laid down systems to inform Board about the risk assessment and minimization procedures. The risks and company's mitigation strategies are periodically discussed and reviewed by Board of Directors to ensure effective controls.




Name of the Director No. of Meetings Attended

4

4

4

Nil

Chairman / MemberCategory of Director




Executive DirectorCmde. Navin Chandra*

Chairman

Member

Member

Member


TM

D. Proceeds from public issues, rights issues, preferential issues etc. The IPO proceeds were fully utilized, as per the objects of the issue, during the current Financial Year. A break up of the proceeds

so utilized under the Initial Public Offering of the Company is as follows:

Table 7

E. Remuneration of Directors The table below shows the amount paid to the Executive Directors of the Company for the Financial Year 2013-14:

Table 8

* Resigned from the Company with effect from May 01, 2013.

**The above figures do not include provisions for gratuity and premium paid for Group Health Insurance as separate actuarial valuation/premium paid is not available.

Mr. Upinder Zutshi also holds certain stock options granted under the ESOP Scheme of the Company. The details of the same as on March 31, 2014 are as under:

Capital Expenditure

Acquisition(s)

Repayment of Debt

General Corporate Purposes

Expenses related to Fresh Issue

Internal Accruals (Balancing Figure)

TOTAL

Projection in ProspectusParticulars Actual Funds Utilized

in Million

257.45 264.69

380.00 380.00

84.97 83.00

225.00 148.02

71.86 70.72

- 72.85

1019.28 1019.28


Name Navin Chandra*Whole Time Director

160,833

-

-

-

-stUpto 31 March, 2014

Two months' notice period with no Severance Pay unless otherwise agreed by the Board.

Salary & Allowances

Bonus/Performance Incentive

Perquisites

Retiral Benefits**

Stock options

Tenure

Notice Period & Severance Pay

1,45,08,000

75,00,000

-

9,360

As detailed belowstUpto 31 March, 2018

Two months' notice period and a severance pay of twelve months salary plus 1.5 months' salary for every year of service from the start date of the prior employment contracti.e. April 01, 2008.

Performance Criteria As determined by the Remuneration & Compensation Committee

As determined by the Remuneration & Compensation Committee



# the options are exercisable within 5 years from the date of vesting

Non-Executive Directors are not entitled to any remuneration except sitting fees being paid to Independent Directors for attending the Board and Committee Meetings. The details of the number of shares held by the Non-Executive Directors are given in Table 2 above.

F. Management A detailed report on Management Discussion and Analysis is given as a separate section in this Annual Report.

During the year, there have been no material financial and commercial transactions made by the management, where they have personal interest that may have a potential conflict with the interest of the Company at large.

G. Shareholders

i. Disclosure regarding appointment or re-appointment of Directors

Detailed resumes of the Directors seeking re-appointment in the Fifteenth Annual General Meeting pursuant to Clause 49 of the Listing Agreement are provided in the notes appended to the Notice of the Annual General Meeting.

ii. Communication to Shareholders

The Company's quarterly financial results and any presentation made to the analysts are posted on the Company's website (www.infinite.com). The quarterly financial results are generally published in the Business Standard (English & Hindi) editions. Financial Results and all material information are also regularly provided to the Stock Exchanges after these are taken on record by the Board.

iii. General Body Meetings Details in respect of the last three Annual General Meetings (AGMs) of the Company are as mentioned below:

Table 9

Year Date of AGM Venue Time Special Resolutions Passed

2010-11 September 19, 2011 2.30 P.M.Air Force Auditorium, Subroto Park, New Delhi - 110010

1. Re-appointment of Cmde. Navin Chandra as Whole Time Director of the Company w.e.f. April 01, 2011 for a period of three years.

2. Partial Modification of the Vesting Criteria and Appraisal Process for determining the eligibility of employees under “Key Executives Performance Option Plan 2010”.

3. Extension of the benefits of the above item (point no. 2) above to eligible employees of Subsidiary Companies.

Grant Date No. of options granted Grant Price for the optionsVesting Details#

No. of options vested/to be vested

Vesting Dates

September 06, 2010 875,000 160.65 218,750

218,750

218,750

218,750

September 05, 2011

September 05, 2012

September 05, 2013

September 05, 2014

continue...


TM

iv. Special Resolution through Postal Ballot During the Financial Year 2013-14, no resolution was passed through postal ballot and presently, no resolution has been

proposed to be passed through Postal Ballot.

v. The details of Investors'/Shareholders' Grievance Committee are given elsewhere in this report. vi. The details of Share Transfer Systems are given elsewhere in this report.

H. Details of Non-Compliance There were no non-compliances by the Company, nor were any penalty, strictures imposed on the Company by the Stock

Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the period from April 1, 2013 to March 31, 2014.

I. Whistle Blower Policy The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with Clause 49 of the

Listing Agreement with the Stock Exchanges, for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee.

V. CEO/CFO Certification

As required under Clause 49 of the Listing Agreement, the Certificate from CEO/Executive Vice President Finance (“Head of Finance”) to the Company's Board is given elsewhere in this annual report.

VI. Compliance

The Company has complied with all the mandatory requirements under Clause 49 of the Listing Agreement and has adopted non-mandatory requirements as per details given below:

1. The Board

The Company maintains the Office of the Chairman at its Corporate Office at Plot No. 157, EPIP Zone, Phase II, Whitefield, Bengaluru–560066 and also reimburses the expenses incurred in performance of his duties.

In terms of the provisions of the revised Clause 49 of the Listing Agreement (effective from October 01, 2014) read with Companies Act, 2013, Independent Directors shall hold office for a term of upto five consecutive years on the Board of a Company and shall be eligible for re-appointment for another of upto five consecutive years on passing of a special resolution by the Company.

2. Remuneration Committee The Company has constituted a Remuneration & Compensation Committee as detailed above. The Chairman of the

Compensation Committee is an independent director and was present at the last Annual General Meeting.

3. Shareholders Rights The quarterly financial results are published in newspapers as mentioned above under the heading “Communication to

Shareholders” and also displayed on the website of the Company. The results are not separately circulated to shareholders.

4. Audit Qualifications

There are no audit qualifications in the Company's financial statements for the year under reference.

2011-12 August 23, 2012 3.00 P.M. NoneAir Force Auditorium, Subroto Park, New Delhi - 110010

2012-13 August 30, 2013 10.30 A.M.Air Force Auditorium, Subroto Park, New Delhi - 110010

Partial Modification in the proposed utilization of the proceeds of the Initial Public Offering (IPO)



5. Training of Board Members

Presentations on business, operations, key markets, strategy and regulatory frameworks are made to the Board of Directors on a periodic basis. Further Directors are also updated on the regulatory developments.

6. Mechanism for evaluating Non-Executive Board Members

The Company benefits from diverse professional expertise and experience of non-executive Directors. The Directors make contributions at the Board / Committee meetings, review the operations and advise on the major issues and strategy of the Company from time to time. The Company also benefits from the advice of non-executive Directors sought by the management on critical issues from time to time. The contributions made and the time devoted by the non-executive Directors is recognized by the Company. The Company will adopt a formal mechanism for evaluating individual performance of non-executive Directors.

7. Whistle Blower Policy A mechanism for the employees to have direct one on one access to the Managing Director & CEO has been put in place.

This mechanism focuses on reporting by the employees, any concerns on unethical behavior, actual/suspected fraud, or any such issue to the Managing Director & CEO.

However, no person has approached the Managing Director & CEO / Chairman of the Audit Committee during the year.

General Shareholder Information

1. Date of Incorporation : September 06, 1999

2. Registration No./CIN No. : L72200DL1999PLC171077

3. Corporate Office Address : Plot No. 157, EPIP Zone, Phase II, Whitefield, Bengaluru - 560066

4. Registered Office/Address for Correspondence : 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi - 110066 Tel No.: 011-46150845,46,47 | Fax No.: 011-46150830 Email id: [email protected] Website: www.infinite.com

5. Date, Time and Venue of 15th AGM : September 24, 2014; 3.00 P.M. Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road,

New Delhi-110003

6. Book Closure Dates : September 13, 2014 to September 24, 2014 (both days inclusive)

7. Dividend Payment Date : On and from September 29, 2014 onwards

8. Financial Year : April 01, 2013 – March 31, 2014

9. Financial Calendar for 2014-15 (tentative and subject to change) : Financial reporting for the first quarter ending June 30, 2014

: Financial reporting for the second quarter ending September 30, 2014 : Financial reporting for the third quarter ending December 31, 2014 : Financial reporting for the year ending March 31, 2015 : Annual General Meeting for the financial year ending March 31, 2015 10. Listing on Stock Exchanges : The shares of the company are listed on the following stock exchanges

The Bombay Stock Exchange Limited : Stock Code: 533154

National Stock Exchange of India Limited : Stock Code: INFINITE

ISIN Number of the Company : INE486J01014

The Company has paid the Annual Listing Fee for the Financial Year 2014-15 to both the Stock Exchanges.

2nd week of August 2014

2nd week of November 2014

2nd week of February 2015

2nd week of May 2015

September 2015


TM

11. Registrar and Transfer Agent : Bigshare Services Private Limited E-2 & 3, Ansa Industrial Estate, Sakivihar Road Sakinaka, Andheri (E), Mumbai-400072 Tel: 022-40430200 | Fax: 022-28475207 Contact Person: Mr. Ashok Shetty Email: [email protected]

12. Share Transfer System

With a view to expedite the process of share transfers, the Shareholder/Investor Grievance Committee of the Company has delegated the power of Share Transfer to CEO & Managing Director with appropriate limit. The CEO & Managing Director attend(s) to and approves the share transfers received by the Company and reports the same to the Shareholder/Investor Grievance Committee at their periodical meetings.

13. Dematerialization of Equity Shares : The shares of the Company are compulsorily traded in dematerialized form and are available for trading in the depository systems of both NSDL & CDSL. As of March 31, 2014, 40,359,696 equity shares of the Company, forming 99.79% of the share capital of the Company, stands dematerialized.

st14. Shareholding Pattern of the Company as of 31 March, 2014

st15. Distribution Schedule as of 31 March, 2014

16. Shareholder Complaints received during the year 2013-14

The Company gives utmost priority to the interests of the shareholders. All the requests/complaints of the shareholders have been resolved to the satisfaction of the shareholders within the statutory time limits. The status of the shareholders' complaints received during the financial year are as follows:

Category of Shareholders No. of Shares Held % to total

Promoters

Corporate Bodies

Foreign Inst. Investor

Mutual Fund

Non Resident Indians

Indian Public & Others

TOTAL 40,443,159

28,716,891

370,993

4,447,075

241

1,797,552

5,110,407

71.01

0.92

10.99

0.00

4.44

12.64

100.00

No. of Shares No. of Shareholders % of total No. of Shares Held % of total

1

501

1001

2001

3001

4001 5001

500

1000

2000

3000

4000

5000 10000

10001 & above

21, 962

427

238

92

44

32

67

68

95.78

1.86

1.04

0.40

0.19

0.14

0.29

0.30

1,115,034

336,788

359,276

234,481

156,117

151,716

484,961

37,604,786

2.76

0.83

0.89

0.58

0.39

0.37

1.20

92.98

100.00 TOTAL 22,930 40,443,159 100.00

(For share transfers and other communication relating to share certificates and change of address)



The complaints received were mainly in the nature of, non-receipt of refund orders, non-receipt of dividend and non-receipt of Annual Report.

17. Details of shares held in Suspense Account

Pursuant to Clause 5A of the Listing, every Company that comes with a Public Issue/Initial Public Offering (IPO) shall make the following disclosure of shares, which remain unclaimed and lie in the escrow Account of the Company:

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

18. Market Price Data

The monthly high and low quotations of the Company's equity shares traded on The Bombay Stock Exchange Limited and National Stock Exchange of India Limited during each month of the Financial Year ended March 31, 2014, are as follows:

S. No. Description No. of Shareholders

No. of Shares

488

Nil

Nil

91

2

3

4

Nil

Nil

9 488

Aggregate No. of shareholders & shares pending at the beginning of the year

No. of shareholders who approached for transfer of shares from suspense account during the year

No. of shareholders and shares transferred from suspense account during the year

No. of shareholders and shares outstanding at the end of year.

Month NSE BSE

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

April 2013

May 2013

June 2013

July 2013

August 2013

September 2013

October 2013

November 2013

December 2013

January 2014

February 2014

March 2014

108.00

121.65

97.70

92.40

118.90

116.90

125.00

135.00

134.70

169.80

154.80

141.80

95.05

80.00

76.05

81.50

83.65

99.00

107.20

114.10

120.00

121.10

118.50

119.85

108.00

121.70

97.75

92.40

119.35

116.40

124.60

134.65

134.45

169.70

155.00

141.30

96.10

80.00

76.30

81.50

88.00

101.10

106.85

114.00

118.10

122.00

118.00

120.00

Particulars Pending as on st01 April, 2013

Received during the year

Disposed of during the year

Pending as of st31 March, 2014

Complaints 0 29 29 0


TM

19. Share performance chart of the Company in comparison to broad based indices

20. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

There are no outstanding GDRs/ADRs/Warrants or any convertible instruments as of March 31, 2014

21. Plant Locations

The Company is in software business and does not require any manufacturing plants but has developments centers in India and abroad.

8000

7000

3000

2000

1000

5000

4000

6000

0

200

150

100

50

0

Apr/13 May/13 Jun/13 July/13 Aug/13 Sep/13 Oct/13 Nov/13 Dec/13 Jan/14 Feb/14 Mar/14

Infinite Close price Nifty Close price

Infinite Close price Sensex Close price (BSE)24000

21000

9000

6000

3000

15000

12000

18000

0

200

150

100

50

0

Apr/13 May/13 Jun/13 July/13 Aug/13 Sep/13 Oct/13 Nov/13 Dec/13 Jan/14 Feb/14 Mar/14



To the Members of


We have examined the compliance of conditions of corporate governance by Infinite Computer Solutions (India) Limited (“the company”) for the year ended on March 31, 2014, as stipulated in Clause 49 of the listing agreement of the said Company with the Stock Exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in the abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For Amit Ray & Co.Chartered Accountants

C.V.Savit Kumar RaoPartner (M.No: 70009)Firm ICAI Reg. No: 0000483C

Place : BengaluruDate : 15th May, 2014

Auditors' Certificate on Compliance with the conditions of Corporate Governance under clause 49 of the listing agreements


TM

I, Upinder Zutshi, Managing Director and Chief Executive Officer (CEO) of Infinite Computer Solutions (India) Limited (“the Company”) confirm that the Company has adopted a Code of Conduct (“Code”) for its Board Members and senior management personnel and the Code is available on the Company's website.

I, further confirm that the Company has in respect of the financial year ended March 31, 2014, received from its Board Members as well as senior management personnel affirmation as to compliance with the Code of Conduct.


Code of ConductDeclaration regarding compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct pursuant to Clause 49 of the Listing Agreement




The Board of DirectorsInfinite Computer Solutions (India) Limited155, Somdutt Chambers II9, Bhikaji Cama PlaceNew Delhi-110066

We, Upinder Zutshi, Managing Director & Chief Executive Officer and Sanjeev Gulati, Executive Vice President & Chief Financial Officer certify to the Board that:

a. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2014 and that to the best of their knowledge and belief :

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might

be misleading; (ii) these statements together present a true and fair view of the company's affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

b. There are, to the best of their knowledge and belief, no transactions entered into by Infinite Computer Solution (India) Limited during the year which are fraudulent, illegal or violative of the company's code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps they have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee that -

(i) significant changes, if any, in internal control over financial reporting during the year; (ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the

financial statements; and

(iii) instances of significant fraud of which we are aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.


CEO/CFO CertificationCertificate by the Chief Executive Officer and Executive Vice President & Chief Financial Officer pursuant to Clause 49 of the Listing Agreement


Sanjeev GulatiExecutive Vice President& Chief Financial Officer


TM

Overview

The Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006 and in accordance with the Indian Generally Accepted Accounting Principles (GAAP), and the provisions of the Companies Act, 1956, to the extent applicable. Our management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner, the form and substance of transactions and reasonably present our state of affairs, profits and cash flows for the year.

Economic Overview

Over FY 2013, major economies around the globe continued to recover albeit at snail's pace, emerging from a long and testing slowdown (and recession). Major market economies across Americas and the Eurozone continue on the path to recovery, and are expected to show stronger fiscal recovery data through 2014. This bodes well for export-oriented service providers from developing economies, dependent largely on developed markets such as the US, UK, Europe, Middle East and APAC. Gartner has estimated 2014 IT spending will grow 2.1% to over $3.75 trillion in USD terms. As business confidence recovers across the globe, there is increased optimism due to thawing of spending and renewal of business activity. Indian IT-BPM Revenues were reported at US $118 Billion for FY 2014 as opposed to US $109 billion in FY 2013, with growth attributable largely to increase in exports.

Back home, business confidence too seems to be on a path to recovery with a renewed optimism of improved governance post a prolonged lull in activity. Domestic IT spends are looking up with IDC predicting an expected 16% growth to $47.4 billion in 2014.

Emerging from (and as a result of) the global recession, however, has been a changed business environment that demands more from the IT services industry in India today, than ever before. Changing technology and business requirements have forced IT service providers to struggle to reinvent engagement models, service offerings and delivery mechanisms in order to continue to demonstrate value to customers.

Key changes in demographics and the addendum focus from governments across developed economies have enhanced prospects of Healthcare IT. With increased interest in healthcare, requirements for intelligent and responsive solutions that leverage analytics to provide insights into patient care and proactive-diagnosis have emerged and need to be addressed by the IT Industry.

With the GSMA members all agreeing to go forward with Rich Communication Services implementation, it is also an exciting time for Telecom OEMs and niche mobility product providers looking to partner with carriers to enable the RCS services platform.

Infinite's Business

Infinite is a global provider of Information Technology (IT) services, Product Engineering Solutions and Mobility and Messaging products and services with focus on the Telecom, Healthcare, Media & Content, Energy & Utilities and Banking & Finance verticals.

Infinite has long-standing customer relationships with leading corporations from around the world and a diversified portfolio of offerings. The company has deep domain expertise in niche areas with centers of excellence across enterprise mobility, enterprise analytics, service oriented architecture, quality assurance, agile development, healthcare and broadband networking. Leading the trend of unconventional business engagement models, Infinite draws a near 17% of its revenues from non-linear revenue share engagements.

The company continues to focus on strengthening its niche expertise in areas such as enterprise mobility solutions, analytics, healthcare, agile development etc. In its endeavor to remain relevant to its customers in a changed business environment, the company has embarked on a journey toward becoming a “Platformization” Company and continues to make investments in enhancement of current platforms and in building new ones.

In the area of Healthcare, Infinite has developed the Wellness Management platform, the Advanced Healthcare platform, the Virtual Hospital platform etc. that focus on both the providers as well as payers in healthcare services. Leveraging the company's expertise in analytics, it continues to develop Sentiments Analytics engine, Recommendations Engine, a Fraud Detection engine catering to requirements of financial services clients etc. We continue to focus on enhancement of our cloud-enabled, platform-based delivery in order to increase our presence in these areas of potential high-growth.

Risks and Concerns

Even though major economies continue on a path to recovery, the possibility of their re-entering recession is a constant risk.

This is further complicated by developments in the Middle-east and Eastern European regions that may escalate causing economic duress in the geographies that are the company target markets.

Management Discussion & Analysis

Annual Report 2013-14Management Discussion & Analysis36


The company continues to diversify its portfolio away from dependence on IT services towards non-conventional Mobility & Messaging products and solutions as well as Product Engineering Solutions but continues to draw a significant portion of revenues from IT Services.

Being an export-oriented company, we also face the risk of adverse movements in currency exchange rates that could result in transaction and translation exposure.

As a part of a talent-dependent industry, we face risks if we are not able to continue to attract and retain talented employees.

Financial Performance

The financial performance discussed below is based on the consolidated financial results for the year ended March 31, 2014.

Share Capital

The authorized share capital of the Company is Rs. 500 million consisting of 50 million equity shares of Rs. 10 each. The paid up share capital stands at Rs. 404.4 million as on March 31, 2014 as against Rs. 425.6 million on March 31, 2013, the reduction is due to the buyback of 2,116,836 shares by the company during the year.

Reserves and Surplus

General Reserve

General Reserve stands at Rs. 324.7 million on March 31, 2014 compared to Rs. 264.4 million in the previous year. The increase in general reserves over the previous year is on account of mandatory transfer of profit to reserves on declaration of Interim and Final Dividend that was made during the current year.

Capital Redemption Reserve

Capital redemption reserve stands at Rs. 36.2 million on March 31,2014 compared to Rs. 15 million in the previous year. The increase in capital redemption reserve is on account of buyback of shares in the previous year.

Profit & Loss Account

The balance retained in the profit and loss account as of March 31, 2014 is Rs. 4,827.6 million compared to Rs. 4,196.7 million as of March 31, 2013.

Forex Translation Reserve

The balance retained in the Forex translation reserve as of March 31, 2014 is Rs. 701.6 million compared to Rs. 385 million as of March 31, 2013.

Shareholders’ Funds

Total shareholders' funds increased to Rs. 6,763 million as of March 31, 2014 from Rs. 5,962.6 million as of the previous year. The book value per share increased to Rs. 167.22 as of March 31, 2014 as compared to Rs. 140.10 as of March 31, 2013.

Long Term Borrowings

Our loan funds have decreased to Rs. 1 million as of March 31, 2014 from Rs. 20.1 million as of previous year. This decrease is mainly due to repayment of long term borrowings of Rs. 19.1 million.

Deferred Tax Liabilities

Deferred tax liabilities as on March 31, 2014 were Rs. 349.3 million as compared to Rs. 311.3 million as of March 31, 2013.

Current Liabilities and Provisions

Current liabilities and provisions were Rs. 6,013.9 million as of March 31, 2014 as compared to Rs. 5,641.7 million as of March 31, 2013.

Our working capital related borrowings have decreased to Rs. 600 million as of March 31, 2014 as compared to Rs. 812.4 million in the previous year.



TM

Trade Payables have increased to Rs. 1,833.6 million from Rs. 1,662.4 million in the previous year.

Other Current Liabilities have increased to Rs. 765 million from Rs. 689.1 million in the previous year.

Fixed Assets

The movement in the Fixed Assets is shown in the table below:

The net block of fixed assets, capital work in progress and intangible asset under development increased to Rs. 2,631.5 million from Rs. 2,607.4 million as on March 31, 2013.

Goodwill

Opening goodwill as shown in the Consolidated Balance Sheet was Rs. 546.5 million in respect of acquisition of 100% stock of India Comnet International Private Limited by Infinite Computer Solutions Inc. which has increased to Rs. 612 million as on March 31, 2014, increase of Rs. 65.5 million over the previous year's balance is attributable to exchange difference.

Investments

The Company has made several strategic investments in a number of wholly owned 100 % subsidiaries, the details of which are as per the table below.

stGross Block as on 31 Mar, 2014 stGross Block as on 31 Mar, 2013

251.6 225.6

246.8 246.7

487.6 378.7

162.4 141.1

179.6 145.7

48.3 37.9

148.4 124.7

789.6 612.5

40.3 40.3

69.2 67.6

1895.7 1334

28.9 26.2

Assets

Land

Buildings

Computers

Office Equipment

Furniture & Fixtures

Vehicles

Leasehold Improvements

IT & Networking Equipment

Plant & Machinery

Electrical Installations

Intangible assets

Software

Good will

TOTAL 4,348.4 3,381.0

Sl. No.

Country of Incorporation

Percentage of Ownership Interest as atst31 Mar, 2014 st31 Mar, 2013

Name of the Subsidiary Company

Infinite Computer Solutions Pte. Ltd.

Infinite Computer Solutions Inc.

Infinite Computer Solutions Sdn, Bhd.

Infinite Computer Solutions (Shanghai) Co. Ltd.

Infinite Computer Solutions Ltd.

Singapore 100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

USA

Malaysia

China

UK

1

2

3

4

5

100% Subsidiary of Sr.No.2

100% Subsidiary of Sr.No.2

100%

100%

100%

100%

100%

100%

100%

100%

India Comnet International Pvt. Ltd. India6

Infinite Data Systems UK Ltd. UK7

USAInfinite Convergence Solutions Inc.8

Infinite Infocomplex Pvt. Ltd. India9

IndiaInfinite Infoworld Ltd.10



in Million

Sl. No.


Percentage of Ownership Interest as atst31 March 2014 st31 March 2013


100%

100%

100%

100%

100%

100%

100%

100%

Infinite Infopark Ltd. India11

12 IndiaInfinite TechHub Limited

13 India

14

Infinite TechWorld Limited

IndiaInfinite Infocity Limited

Deferred Tax Asset

Deferred tax asset as on March 31, 2014 was Rs. 69.4 million as compared to Rs. 118.2 million as of March 31, 2013.

Current Assets

Trade Receivables

Trade Receivables increased to Rs. 4,303.7 million after provision for doubtful debts amounting to Rs. 19.9 million as of March 31, 2014 from Rs. 3,256.7 million after provision for doubtful debts amounting to Rs. 11.9 million as of March 31, 2013.

Included in the debtors are those pertaining to pass-through revenue – Rs. 971 million and Rs. 614.2 million for the year ended March 31, 2014 and 2013, respectively.

The Days Sales Outstanding (DSO) as appears in financials is 125 days for the year ended March 31, 2014 as compared to 126 days for the previous year. The DSO of the core business (excluding pass through) has decreased from 109 days in FY13 to 106 in FY14.

Cash and Cash Equivalents

The cash and cash equivalents at the end of March 31, 2014 are Rs. 1,122.3 million as compared to Rs. 1,650.9 million as on March 31, 2013. The bank balances in India include both rupee accounts and foreign currency accounts. The bank balances in overseas current accounts are of the Company's overseas subsidiaries, its branches and an overseas collection account.

Short Term Loans and Advances

Loans and advances as on March 31, 2014 were Rs. 1,759 million as compared to Rs. 1,344.5 million as on March 31, 2013. The increase is mainly due to the increase in advance tax paid.

Other Current Assets

Other Current Assets increased to Rs. 2,364.2 million as of March 31, 2014 from Rs. 2,312.5 million on March 31, 2013. The increase in this is mainly due to increase in unbilled receivables. Unbilled receivables pertain to services provided to customers during the financial year but have been invoiced after March 31, 2014. The unbilled receivables as on March 31, 2014 were Rs. 2,264.7 million as compared to Rs. 2,059.1 million for the previous year.

Consolidated Revenue

The financial year 2014 was a great one for Infinite as the Company made remarkable progress in its business performance. The year saw Infinite grow its top line by 24.6% in Rs. terms to Rs. 17,327 million and about 12.2% in USD terms to USD 286.6 million. We have classified our revenues into four geographic segments comprising the Americas, Europe, Asia Pacific and Domestic (India). The geographic breakdown of revenues contained in the following table, is based on the location of the specific client entity for which the project has been executed, irrespective of the location where the invoice is raised or whether the work is performed onsite or from our offshore delivery centers in India.



TM

Our revenues are generated from Time and Material, Fixed Price and Revenue share projects. On time-and-material contracts revenues are recognized as the related services are rendered. Revenue from fixed price contracts is recognized as per the proportionate completion method. Revenue from revenue share contracts is recognized as and when it accrues.

The segmentation of software services by project type is as follows:

Our revenues are also segmented into onsite and offshore revenues. Onsite revenues are those where the services are provided at our clients locations while offshore revenues are those where the services are provided from our software development centers located in India. This segmentation is as follows:

The services performed onsite typically generate higher revenues per-capita, but at a lower gross margin in percentage as compared to services performed at our own facilities. Therefore, any increase in onsite effort impacts our margins. The growth in revenue is due to an all-round growth in various segments of the business mix and is mainly due to growth in business volumes.

Other Income

Other income for the year ended March 31, 2014 is Rs. 75.8 million, as compared to the previous year's income of Rs. 74.8 million.

Expenses

The overall expenditure of the company grew by 31.5% over the last year to Rs. 16,243.8 million. The expenses mainly consist of manpower cost, other expenses, financial cost and depreciation. The increase is due to increase in business volume, increase in number of office locations in India and overseas and overall growth in business activity.

Manpower Related Expenses

Manpower related expenses include salaries, wages and bonus, contribution to provident fund and other funds, staff welfare costs and expenses towards contractual Services. These expenses grew by 37% in the fiscal year 2014 over fiscal year 2013.

General and Administration Expenses

The administration and other expenses have decreased by 8.9% in fiscal 2014.

The Company incurred interest expense of Rs. 19.5 million in fiscal 2014 on borrowings as compared to Rs. 27.5 million in fiscal 2013. The decrease is due to repayment of working capital loans during the year.

Project Type

Revenue Mix

st31 Mar, 2014 Geographical location st31 Mar, 2013

Domestic

Americas

Europe

APAC

1,004.8

15,476.1

14.3

832.1

1,322.5

11,813.8

20.6

749.3

FY 2014

FY 2014

FY 2013

FY 2013

Fixed Price / SOW

Onsite

15.8 %

82.1 %

23.6 %

72.7 %

Revenue Share

Offshore / Domestic

16.5 %

17.9 %

16.2 %

27.3 %

Time and Material 67.5 % 60.2 %



in Million

EBITDA Margins

This period saw our EBITDA decline by 15.04% in Rs. terms to Rs. 1,855.7 million and by 23.54% in USD terms to USD 30.67 million. EBITDA margins as a percentage of revenue was 10.7% in fiscal 2014 as compared to 15.7% in fiscal 2013.

Profit before Tax

Profit before tax, prior period and extraordinary items decreased by 28.6% to Rs. 1,159.5 million in fiscal 2014 from Rs. 1,624.5 million in fiscal 2013. Profit before tax as a percentage of revenue was 6.69% in fiscal 2014 as compared to 11.68% in fiscal 2013.

Taxes

The provision of current tax and deferred tax for the year ended March 31, 2014 is Rs. 261.4 million as compared to Rs. 317.1 million in the previous year. The effective tax rate in these years is 22.55% and 19.52% respectively.

Net Profit

The Profit after Tax (PAT), for the year ended March 31, 2014 was down by 31.3% in Rs. terms to Rs. 898 million and by 37.95% in USD terms to USD 14.91 million. Profit after tax as a percentage of revenue was 5.20% in fiscal 2014 and 9.41% in fiscal 2013.

1 Source: Gartner http://www.gartner.com/technology/research/it-spending-forecast/2 Source: NASSCOM3 Read: http://economictimes.indiatimes.com/news/news-by-company/corporate-trends/india-incs-it-spends-look-north-to-touch-47-billion/articleshow/37117146.cms4 Spanning more than 220 countries, the GSMA unites nearly 800 of the world's mobile operators with 250 companies in the broader mobile ecosystem, including

handset and device makers, software companies, equipment providers and Internet companies, as well as organisations in industry sectors such as financial services, healthcare, media, transport and utilities.



TM

We have audited the accompanying consolidated financial statements of INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED (“the Company”), and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2014, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion upon the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b. in the case of the consolidated Profit and Loss Account, of the profit for the year ended on that date; and

c. in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements of subsidiaries, whose financial statements reflect the company's share of total assets of Rs. 9144 million as at March 31, 2014, and the company's share of total revenues of Rs. 16042 million and net cash outflow amounting to Rs. 561 million for the year ended on that date, as considered in the consolidated financial statements. These financial statements and other information of the subsidiaries have been audited by other auditors, whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors.

Independent Auditors’ Report to the Members of Infinite Computer Solutions (India) Limited.Report on the Financial Statements

For Amit Ray & Co. Chartered Accountants

Firm's Registration Number : 000483-C

C.V.Savit Kumar RaoPartner

Membership Number : 70009.Place : BengaluruDate : 15th May, 2014

Annual Report 2013-14Consolidated Auditors’ Report42


1. Non current assets

(a) Fixed Assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-in-progress

(iv) Intangible assets under development

11

12

1,581,205,225

1,049,517,228

825,829

-

-

2,631,548,282

1,413,396,702

808,305,383

8,493,671

377,244,877

2,607,440,633

611,979,408 546,468,337

13

14

13,522,500

69,404,000

286,311,238

12,237,750

118,243,303

231,982,633

2. Current assets

(a) Current investments 15

- -

67,131,719

(b) Trade receivables 16 4,303,673,361 3,256,680,999

(e) Other current assets 19 2,364,159,288 2,132,463,932

9,549,104,856 8,451,697,830

(c) Cash and cash equivalents 17 1,122,250,043 1,650,928,755

(d) Short-term loans and advances 18 1,759,022,164 1,344,492,425

13,161,870,284 11,968,070,486

(b) Goodwill

(c) Non current investments

(d) Deferred tax assets

(e) Long term loans and advances

25Notes on Accounts

I. EQUITY AND LIABILITIES

1

(b) Reserves and Surplus 2

425,599,950

5,536,999,053

404,431,590

6,358,610,043

6,763,041,633

1. Shareholders' Funds

(a) Share Capital

Notes

3

4

5

6

1,011,846

349,341,904

- -

34,583,649

384,937,399

5,962,599,003

20,144,820

311,287,816

32,299,064

363,731,700

2. Non Current Liabilities

(a) Long term borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long term liabilities

(d) Long-term provisions

7

8

9

10

(a) Short-term borrowings

(c) Other current liabilities

(d) Short-term provisions

3. Current liabilities

(b) Trade payables

622,294,815

1,833,580,046

764,992,274

2,793,024,117

6,013,891,252

838,496,271

1,662,443,517

689,060,657

2,451,739,338

5,641,739,783

II. ASSETS

TOTAL 13,161,870,284 11,968,070,486





Rajat KalraCompany Secretary

Subject to our report of even date For and on Behalf of the Board of Directors

st As at 31 Mar, 2014 st As at 31 Mar, 2013

st Consolidated Balance Sheet as at 31 , 2014March

Particulars



Consolidated Balance Sheet

TM

Notes







Year Ended st 31 Mar, 2014


INCOME

Manpower expenses

Finance costs

Depreciation and amortization expense

Other expenses

I. Revenue from operations

II. Other Income

III. Total Revenue (I + II)

IV Expenses

Total Expenses

20

21

22

23

11

24

17,327,367,525

75,846,342

17,403,213,867

14,299,931,361

19,518,748

565,400,930

1,358,895,941

16,243,746,980

13,906,117,997

74,753,490

13,980,871,487

10,435,714,669

27,472,989

433,117,902

1,460,109,874

12,356,415,434

VI. Exceptional items

VII. Profit before extraordinary items and tax (V - VI)

VIII. Extraordinary items

IX. Profit before tax (VII- VIII)

1. Current tax

2. Previous Year taxes

3. Deferred tax

4. MAT Credit

V. Profit before exceptional and extraordinary items and tax (III-IV) 1,159,466,887

1,159,466,887

1,159,466,887

209,979,954

(5,436,162)

111,905,031

(55,000,000)

1,624,456,053

1,624,456,053

1,624,456,053

249,011,766

163,023,076

(94,977,558)

XI. Profit (Loss) for the period from continuing operations (VII-VIII) 898,018,064 1,307,398,769

XII. Profit/(loss) from discontinuing operations

XIII. Tax expense of discontinuing operations

XIV. Profit/(loss) from discontinuing operations (after tax) (XII-XIII)

XV. Profit (Loss) for the period (XI + XIV)

Earnings per Equity Share

898,018,064 1,307,398,769

Basic (Rs.)

Diluted (Rs.)

21.73

21.73

30.72

30.72

See accompanying notes to the financial statements

-

-

-

-

-

-

-

-

-

-

st Consolidated Profit and Loss Account for the year ended 31 March, 2014

Particulars


44Annual Report 2013-14Consolidated Profit and Loss Account


stConsolidated Statement Of Cash flows for Year Ended 31 March, 2014

A) Cash Flow from Operating Activities :

Net Profit before Tax 1,159,466,887 1,624,456,053 Adjusted for:

Depreciation 565,400,930 433,117,902

Interest Income (57,218,203) (67,979,765)

Interest Expense 19,518,748 29,065,011 (Profit)/Loss on Sale of Fixed Assets (277,206) 354,103 (Profit)/Loss on Sale of Investment (6,365,949) -

Provision for Doubtful Debts 9,912,860 14,086,971

Wealth Tax 149,956 150,571

Dividend Income (1,174,972) (4,737,733)

Effect of Exchange Differences on Translation of Foreign Currency Cash and Cash Equivalents

(2,343,154) (14,759,801)

Operating Profit before working capital changes 1,687,069,897 2,013,753,312 Adjusted for:

Accounts Receivable (280,459,640) (852,480,416)

Loans and Advances (137,434,432) (7,340,506)

Other Current Assets (615,274,293) (119,831,182)

Current Liabilities and Provisions 178,050,026 394,484,614 Cash Generated from Operations 831,951,558 1,428,585,822

Income Tax Paid (451,365,226) (450,194,718)

Income Tax Refund 48,281,290 88,766,904 Net Cash from Operating Activities [A] 428,867,622 1,067,158,008 B. Cash flow from Investing Activities:

Purchase of Fixed Assets (367,010,183) (794,523,010)

Proceeds on Sale of Fixed Assets 403,152 962,025

Purchase of Investment (81,174,674) (136,938,422)

Proceeds on Sale of Investments 148,306,392 170,653,870

Interest Received 41,807,417 84,484,637 Interest Paid (19,518,748) (29,065,011)

Dividend Income 1,174,972 4,737,733 Net Cash used in Investment Activities [B] (276,011,672) (699,688,178)

Issue of Equity Shares

Payment for Share buyback

Share Application Money

Proceeds from Borrowings

Repayment of Borrowings

Dividend Paid

Dividend Distribution Tax Paid

-

(228,541,122)

-

577,534,578 (921,914,616)

(205,451,869)

(34,922,251)

(813,295,280)

-

-

-

482,539,202 (245,252,896)

(446,879,949)

(72,495,099)

(282,088,742)

C. Cash flow from Financing Activities:







Net Increase/(Decrease) in cash & cash equivalents ([A]+[B]+[C])

Net Cash used in Financing Activities

Effect of Exchange Difference on Translation of Foreign Currency

Cash & Cash equivalents at the beginning of the period

Cash & Cash equivalents at the end of the period

Increase/(Decrease) in cash and cash equivalent

(660,439,330)

131,760,618

1,650,928,755

1,122,250,043 (660,439,330)

85,381,088

59,506,931

1,506,040,736

1,650,928,755

85,381,088

ParticularsYear Ended

st 31 March , 2014Year Ended

st 31 March , 2013


45Annual Report 2013-14Consolidated Cash Flow

TM

Particulars

Authorised

50,000,000 Equity shares @ Rs. 10 each.

(Previous year 50,000,000 Equity shares @ Rs. 10 each)

NOTE 1 SHARE CAPITAL

Issued, Subscribed and Paid up Capital

Opening balance

Less : Shares bought back

40,443,159 equity shares of Rs. 10 each fully paid.

NOTE 2 RESERVES AND SURPLUS

As per last Balance Sheet

Add : Received during the year

Less: Utilised for share buy-back

1. Share Premium


Add: Additions during the year

3. Capital Redemption Reserve


Add: Additions during the year

4. Profit & Loss Account


Add: Profit for the year

Less: Dividend Paid by Holding Company

Less: Dividend distribution Tax Paid

Less: Reduction due to merger of Comnet International with ICS Inc USA

Add: Unutilised Dividend (due to Share buyback)

Add: Unutilised Dividend Tax (due to Share buyback)

Less: Amount transfer to Capital Redemption Reserve

Less: Transfer to General Reserve

2. General Reserve

5. Forex Translation Reserve


Add : Forex difference eliminations

Add: For the period

500,000,000

500,000,000 500,000,000

425,599,950 425,599,950

21,168,360 -

404,431,590 425,599,950

500,000,000

-

-

-

-

-

675,791,280 675,791,280

675,791,280 675,791,280

207,372,762

468,418,518 675,791,280

324,747,672 264,433,219

264,433,219 158,165,860

60,314,453 106,267,359

15,049,800 15,049,800

21,168,360

3,257,048

547,829

21,168,360

60,314,453

36,218,160 15,049,800

4,196,708,229 3,534,581,464

898,018,064 1,307,398,769

161,915,250 383,039,956

27,517,497 63,124,984

92,839,705

106,267,359

4,827,615,610 4,196,708,229

6,358,610,043 5,536,999,053

385,016,525 280,258,636

2,295,076 (25,522,016)

314,298,482 130,279,905

701,610,083 385,016,525

stNotes forming part of the Consolidated Balance Sheet as at 31 March, 2014


46Annual Report 2013-14Notes Forming Consolidated Balance Sheet


NOTE 3 LONG TERM BORROWINGS

Secured Loans

-

-

Unsecured Loans

1,011,846

20,144,820

1,011,846 20,144,820

NOTE 4 DEFERRED TAX LIABILITIES

NOTE 5 OTHER LONG TERM LIABILITIES

NOTE 6 LONG-TERM PROVISIONS

As per last Balance Sheet 311,287,816 229,458,837

Add : Adjustments for the current year 38,054,088 81,828,979

349,341,904 311,287,816

Others -

-

-

-

Provision for employee benefits

34,583,649 36,801,935

34,583,649 36,801,935

NOTE 7 SHORT-TERM BORROWINGS

NOTE 8 TRADE PAYABLES

NOTE 9 OTHER CURRENT LIABILITIES

NOTE 10 SHORT TERM PROVISIONS

Secured

CURRENT LIABILITIES

Working Capital Loan

Unsecured

From others

600,035,140 812,442,893

22,259,675 26,053,378

622,294,815 838,496,271

Trade payables - others 1,833,580,046 1,662,443,517

1,833,580,046 1,662,443,517

Unearned revenues

Unpaid dividends

Share application money refundable

Advances from customers

Other liabilities

4,507,500

971,411

727,980

87,699,327

671,086,056

764,992,274

44,532,302

687,200

727,980

67,570,059

575,543,116

689,060,657

Taxation

Proposed dividend

Tax on dividend

Warranty provision

Provision for employee benefits

Provision for other expenses

1,000,550,677

80,886,318

13,746,630

27,045,000

70,105,654

1,600,689,838

2,793,024,117

910,829,266

127,679,985

21,699,213

24,475,500

68,259,959

1,294,292,544

2,447,236,467



Particularsst As at 31 Mar, 2014 st As at 31 Mar, 2013


Notes Forming Consolidated Balance Sheet

TM

225,639,734

227,115,786

218,787,742

104,915,940

96,183,874

22,001,959

87,295,682

354,827,981

25,136,357

51,491,613

1,413,396,668

784,744,671

23,560,638

808,305,309

2,221,701,978

251,583,188

223,221,233

272,773,487

119,277,361

120,260,156

28,437,925

66,461,113

426,173,633

23,245,237

49,771,892

1,581,205,225

1,026,118,574

23,398,654

1,049,517,228

2,630,722,454

-

23,611,522

214,800,943

43,073,240

59,380,731

19,828,338

81,908,591

363,464,228

17,084,324

19,422,977

842,574,893

869,534,584

5,515,156

875,049,740

1,717,624,633

-

-

6,779,527

-

-

400,455

-

-

-

-

7,179,982

-

-

-

7,179,982

-

4,023,373

61,634,963

6,867,426

9,905,988

4,294,028

44,521,843

105,802,168

1,915,165

3,270,138

242,235,092

320,256,801

2,909,037

323,165,838

565,400,930

-

19,588,149

159,945,507

36,205,814

49,474,743

15,934,765

37,386,748

257,662,060

15,169,159

16,152,839

607,519,783

549,277,783

2,606,119

551,883,902

1,159,403,685

251,583,188

246,832,755

487,574,430

162,350,601

179,640,887

48,266,263

148,369,704

789,637,861

40,329,561

69,194,869

2,423,780,119

1,895,653,158

28,913,810

1,924,566,968

4,348,347,087

-

-

(3,271,892)

(1,439,499)

(2,230,750)

221,556

(2,555,028)

(52,903,910)

-

(259,289)

(62,438,812)

(113,302,776)

(2,747,053)

(116,049,829)

(178,488,641)

25,943,454

128,820

105,569,289

19,789,348

31,751,520

10,551,095

21,132,246

124,243,910

24,045

1,291,128

340,424,855

448,327,928

-

448,327,928

788,752,783

Particulars

As at01.04.2013

Additionsduring the

Year

AdjustmentsSold during

Year

As at31.03.14

As at31.03.14

As at31.03.14

As at31.03.13

As at01.04.2013

Providedduring the

Year


Year

Tangible Assets

Land

Buildings

Computers

Office Equipment


Vehicles



Plant & Machinery


Total of Tangible Assets (A)

Intangible Assets

Software

Goodwill

Total of Intangible Assets (B)

GRAND TOTAL (A+B)

As at 31st Mar, 2013

GROSS BLOCK AT COST NET BLOCK

NOTE 11

stConsolidated fixed assets as on 31 March, 2014

DEPRECIATION

225,639,734

246,703,935

378,733,249

141,121,754

145,658,617

37,936,724

124,682,430

612,490,041

40,305,516

67,644,452

2,020,916,452

1,334,022,454

26,166,757

1,117,959,6881,413,396,753607,519,69953,937,114180,312,679481,144,1342,020,916,45230,562,831452,375,535

174,410,576

626,786,111

Tangible Assets 1,599,103,748

840,419,749808,305,383551,883,82820,786,133252,805,223319,864,7381,360,189,211(25,494,148)Intangible Assets 1,160,284,487

1,958,379,4372,221,702,1361,159,403,52674,723,248433,117,902801,008,8723,381,105,6635,068,683Total 2,759,388,235

1,360,189,211

3,381,105,663



Particulars

NOTE 13 DEFERRED TAX ASSETS

NOTE 14 LONG TERM LOANS AND ADVANCES

NOTE 15 CURRENT INVESTMENTS

NOTE 16 TRADE RECEIVABLES

NOTE 17 CASH AND CASH EQUIVALENTS

Deferred Tax Asset


Add : Adjustments for the current year

118,243,303

(48,839,303)

69,404,000

199,437,400

(81,194,097)

118,243,303

Unsecured, considered good

Capital Advances

Advances recoverable in cash or in kind or for value to be received or pending adjustments

286,311,238 230,657,953

-

1,324,680

286,311,238 231,982,633

67,131,719

67,131,719

-In Mutual Funds-

Unsecured, considered good

More than 6 months

Others

Unsecured, considered doubtful

Less : Provision for doubtful debts

251,784,969 292,088,441

4,051,888,392 2,964,592,558

19,888,988 11,874,113

(19,888,988) (11,874,113)

4,303,673,361 3,256,680,999

Cash in Hand [includes foreign currencies]

Balance with Scheduled Banks

In Current Accounts

In EEFC Account

Balances with Bank accounts - outside India *

In Unpaid Dividend Account

In Fixed Deposit Accounts - maturity within 12 months ^

In Fixed Deposit Accounts - maturity after 12 months ^

Bank Deposits held against Guarantees

In Share application money refund a/c

726,586 874,226

328,976,189 221,091,770

79,949,131 89,132,257

212,586,346 701,916,239

971,410 687,199

494,089,600 632,509,219

- -

4,222,801 3,989,865

727,980

727,980

1,122,250,043

1,650,928,755

^ These can be withdrawn at any point of time without prior notice or exit cost on the principal amount

NOTE 12 NON CURRENT INVESTMENTS

NON-CURRENT ASSETS

In shares 13,522,500 12,237,750

13,522,500 12,237,750




Notes Forming Consolidated Balance Sheet

TM


NOTE 18 SHORT TERM LOANS AND ADVANCES

Deposits

Advances recoverable in cash or in kind or for value to be received or pending adjustments

73,253,422 62,760,569

344,297,247 258,711,856

Advance Income Tax 1,177,049,413 913,597,918

MAT Credit Recoverable 164,422,082 109,422,082

1,759,022,164 1,344,492,425

Particulars

12,197,268

2,059,085,805

-

61,180,859

2,132,463,932

NOTE 19 OTHER CURRENT ASSETS

Interest accrued but not due

Unbilled Receivables

Shares pending for extinguishment

Other Receivables

27,608,070

2,264,657,955

-

71,893,263

2,364,159,288




Particulars

NOTE 20 REVENUE FROM OPERATIONS

NOTE 21 OTHER INCOME

NOTE 22 MANPOWER EXPENSES

NOTE 23 FINANCE COSTS

NOTE 24 OTHER EXPENSES

Domestic Sales

Export Sales

1,004,835,432 1,328,596,755

16,322,532,093 12,577,521,242

13,906,117,99717,327,367,525

Interest income

Dividend Income

Profit on Sale of Investment

Profit on Sale of Fixed Assets

Miscellaneous Income

57,218,203

1,174,972

6,365,949

328,924

10,758,294

66,597,753

4,737,733

-

16,572

3,401,432

74,753,49075,846,342

Salaries & Wages

Contribution to Provident Fund and Other funds

Staff Welfare Expenses

Contractual Services

7,485,744,187

87,847,210

227,365,204

6,498,974,760

14,299,931,361

6,287,584,749

60,317,753

224,209,121

3,863,603,046

10,435,714,669

Interest on Loan 19,518,748

19,518,748

27,472,989

27,472,989

Repairs & Maintenance

Building

Plant & Machinery

Vehicles

Others

Security Charges

Insurance

Communication Expenses

10,005,460

10,559,620

590,459

42,884,383

21,226,817

44,576,665

59,136,907

8,345,337

10,072,851

321,487

45,070,065

19,327,816

39,603,238

57,797,076

Rent & Hire Charges 147,482,496 165,999,922

Recruitment Expenses 45,150,323 33,372,278

Legal & Professional Charges 134,856,512 157,728,004

Software Expenses 107,856,458 68,734,424

Project Expenses 54,419,022 294,547,086

Business Promotion 43,077,871 30,020,074

Traveling & Conveyance

Printing & Stationery

Electricity & Water Charges

Seminar & Training Expenses

Provision for Doubtful Debts

Bad Debts

Loss on sale of Fixed Assets

198,067,372

20,926,038

65,228,655

103,581,958

10,073,762

-

51,718

154,016,411

16,262,730

52,554,256

64,387,548

2,719,417

11,367,554

354,103

stNotes forming part of the Consolidated Profit & Loss Account for year ended 31 March, 2014




Notes Forming Consolidated Profit & Loss Account

TM

Auditors' Remuneration

Statutory Audit

Tax Audit Fee

Other certification

Bank charges

Directors' sitting fees

Old Balance written off

Rates & Taxes

Exchange Loss (Net)

Miscellaneous Expenses

3,360,854

259,551

1,200,004

13,826,122

1,287,642

10,160,378

13,893,936

187,225,021

7,929,937

1,358,895,941

3,387,692

124,720

1,229,699

12,851,695

1,154,268

-

20,992,478

173,682,962

14,084,683

1,460,109,874

Particulars

stNotes forming part of the Consolidated Profit & Loss Account for year ended 31 March, 2014



52Annual Report 2013-14Notes Forming Consolidated Profit & Loss Account


1. Significant Accounting Policies

a. Basis of PreparationThe Consolidated Financial Statements have been prepared by the company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006 and in accordance with the Indian Generally Accepted Accounting Principles (GAAP), and the provisions of the Companies Act, 1956, to the extent applicable.

b. Background

Infinite Computer Solutions (India) Limited ('the Company'), a Public Limited Company, is a global service provider of Application Management Outsourcing, Remote Infrastructure Management Services, R&D and Intellectual Property Leveraged Solutions and related IT Services. The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended March 31, 2014.

c. Principles of Consolidation

These consolidated financial statements relate to Infinite Computer Solutions (India) Limited, the Parent Company, and its subsidiaries, together referred to in these financial statements as “The Group”, which are as below:

Subsidiary companies are those in which Infinite Computer Solutions (India) Limited, directly or indirectly, has an interest of more than 50% of the voting power or otherwise has power to exercise control over the operations.

All material inter-company transactions, balances and unrealized surplus and deficit on transactions between group companies are eliminated. Consistency in adoption of accounting policies among all group companies is ensured to the extent practicable.

d. Basis of Accounting

The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles in India, the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006 and the provisions of the Companies Act, 1956, as adopted consistently by the company.

The Company follows the mercantile system of accounting and recognizes items of income and expenditure on accrual basis.

Infinite Computer Solutions (India) Limited (Consolidated)

India Comnet International Pvt Ltd.


st31 Mar, 2014 st31 Mar, 2013

Percentage of Ownership Interest as at

Infinite Computer Solutions Pte. Ltd.

Infinite Computer Solutions Inc.


Infinite Computer Solutions Sdn, Bhd,

Infinite Computer Solut (Shanghai) Co. Ltd.

Infinite Computer Solutions Ltd.

Infinite Data Systems UK Ltd.

Infinite Convergence Solutions Inc.

Singapore

USA

Malaysia

China

United Kingdom

United Kingdom

India

USA

India

India

India

India

India

India

100%

100%

100%

100%

100%

100%

100% Subsidiary of Sr. No. 2

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100% Subsidiary of Sr. No. 2

100%

100%

100%

100%

100%

100%

100%

100%

1

2

3

4

5

6

7

8

9

10

11

12

13

14

Infinite Infocomplex Pvt. Ltd.

Infinite Infoworld Ltd.

Infinite Infopark Ltd.

Infinite Techhub Limited

Infinite Techworld Limited

Infinite Infocity Limited


Consolidated

TM

e. Use of Estimates

The preparation of financial statements are in conformity with the generally accepted accounting principles and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results could differ from those estimates.

f. Revenue Recognition

Revenue from software development contracts priced on a time and material basis is recognized on the basis of billable time spent by employees working on the project, priced at the contracted rate.

Revenue in respect of services on fixed price contracts is recognized on milestones achieved as per the terms of specific contracts. Revenue from incomplete contracts is recognized on the proportionate completion method and where no significant uncertainty exists regarding the amount of consideration that will be derived on completion of the contract.

Dividend income from units in mutual funds and from subsidiary companies is recognised upon receipt.

Interest on bank deposits is recognised on accrual basis.

g. Note on disclosure in accounts regarding presentation of certain items of consultant labour expenditure

The following expenses incurred by Infinite Computer Solutions Inc., USA during the year have not been separately shown as forming part of Consultant Labour Expense but have been netted off and reduced from the Consulting and Project Revenue in the Profit and Loss Account. The netting-off of expenses as aforesaid is primarily in respect of revenue yielding transactions with clients where the Company is a Core Vendor and where under other sub-tier vendors who provide services to such clients are also required to route their billing and collection transactions through the Company as per the internal policies of such clients. The Company does not expend any marketing effort nor does it exercise any direct control or supervision on the subsidiary vendor resources. The Company charges and retains an agreed margin in the nature of a fee from such clients where the Company is a core vendor for allowing the subsidiary vendors to route their business through the Company. Considering the nature of the above-referred business, the Company is of the opinion that only the margin from these transactions should be recognized as the turnover of the Company and not the gross revenue from these transactions for more appropriate presentation of the financial statements. Accordingly, the expenses incurred by the subsidiary vendors are not separately shown but netted-off from the Consulting and Project Revenues. The particulars of such pass-through transactions along with balances in debtors and creditors relating thereto are as follows:-

h. Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Cost includes original cost of acquisition, including incidental expenses related to such acquisition and installation.

The company does not capitalize the cost of software acquired specifically for client projects and where there is no enduring benefit to the company following conclusion of the project. Such software is charged to the Profit & Loss Account in the year in which the software is acquired.

Pass-through Revenue

Cost of Pass-through Revenue Margin of Pass-through Revenue

Debtors Pertaining to Pass-through Revenue

Pass through debtors in unbilled Revenue

Creditors Pertaining to Pass-through Revenue

Pass-through creditors lying in provision

4786.75

4636.04

150.71

970.99

142.73

806.51

288.15

4976.94

4804.72

172.23

614.15

143.14

665.46

215.36


54Annual Report 2013-14Consolidated


in Million

i. Depreciation

Depreciation on all fixed assets is provided on the straight-line method over the estimated useful life of the assets at rates specified in Schedule XIV to the Companies Act, 1956. Depreciation on addition to fixed assets is provided on pro-rata basis from the date the assets are put to use. Depreciation on sale/deduction from fixed assets is provided for upto the dates of sale, deduction, discard, as the case may be.

All assets costing Rs. 5,000 or below are depreciated in full by way of a onetime depreciation charge. Leasehold improvements are amortized over the period of lease.

j. Intangibles

Product development costs

Product development cost represents direct cost incurred by the Group for developing new product. Research costs are expensed as incurred. Development expenditure incurred on an individual product is carried forward when its future recoverability can reasonably be regarded as assured. The expenditure incurred is carried forward under capital work in progress till the product is ready to be marketed. Expenditure carried forward is charged off over the expected useful life of product beginning in the month when revenue from the product starts accruing.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill arising on amalgamation of Subsidiary - Comnet International Co has been ammortised over a period of 10 years.

k. Leases

Operating lease: Lease rentals are expensed with reference to lease terms.

Finance Lease: The lower of the fair value of the assets and the present value of the minimum lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to profit and loss account.

l. Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. The financial statements of foreign branches of the company are translated and recorded in the functional currency of the company.

Monetary items denominated in foreign currencies at the year-end are translated at the exchange rates prevailing on the date of the Balance Sheet. Non-monetary items denominated in foreign currencies are carried at cost.

Any income or expense on account of exchange differences either on settlement or on translation of transactions other than those relating to fixed assets acquired from sources outside India is recognized in the Profit and Loss Account. Gain or loss on translation of long-term liabilities incurred to acquire fixed assets from sources outside India is treated, as an adjustment to the carrying cost of related fixed assets.

Foreign operations of the Company are non-integral in nature. The translation of the functional currency in to the reporting currency is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using an appropriate daily simple average exchange rate for the respective period. The gain or loss resulting from such translations is accumulated in a foreign currency translation reserve.

The following forward contracts are outstanding as on March 31, 2014:

For USD – 4.00 Million (Rs. 240.40 Million)

m. Statement of Utilization of IPO Funds

Amount raised through IPO

Share Issue expenses paid

Net proceeds

Deployment

Repayment of Debts

Acquisition

Capital expenditure

General Corporate Purpose

Total

946.43

70.72

875.71

83.00

380.00

264.69

148.02

875.71

stAs on 31 Mar, 2014


Consolidated

TM

in Million

n. Retirement Benefits

Holding Company and its Indian Subsidiary

a. Provident Fund eligible employees receive benefits from Provident Fund which is a defined contribution plan. Both the employees and the company make monthly contributions to the provident fund authorities, equal to specified percentage of eligible covered employees' salary. The company has no other obligation other than the monthly contribution.

b. Gratuity in the case of the holding company the gratuity payable to employee is accounted for on the basis of an actuarial valuation as at the balance sheet date.

In the case of its Indian subsidiary India Comnet International Pvt. Ltd . the liabilities with regard to gratuity plan are determined by actuarial valuation as at the Balance Sheet date based upon which the company contributes all the ascertained liabilities to LIC, who are the trustees / administrator of the plan.

c. Leave EncashmentLiabilities on account of encashment of leave to employees is provided on the basis of actuarial valuation.

Subsidiaries in US

The company has a saving and investment plan under section 401(k) of the internal revenue code of the United States of America. This is a defined contribution plan. Contributions are charged to income in the period in which they accrue.

Subsidiary in Singapore

As per the local laws of Singapore, employers are required to contribute up to 13% of the basic salary of the employees. The company contributes to the fund approved by the government of Singapore.

o. Earnings per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

p. Impairment of Assets

Whenever events indicate that assets may be impaired, the assets are subject to a test of recoverability based on estimates of future cash flows arising from continuing use of such assets and from its ultimate disposal. A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset.

q. Income Taxes

Income taxes consist of current taxes, adjustment to Minimum Alternate Tax (MAT) recoverable and changes in deferred tax liabilities and assets.

Income taxes are accounted for on the basis of estimated taxes payable and adjusted for timing differences between the taxable income and accounting income as reported in the financial statements. Timing differences between the taxable income and the accounting income as at March 31, 2014 that reverse in one or more subsequent years are recognized if they result in taxable amounts. Deferred tax assets or liabilities are provided at the enacted tax rates. Changes in the enacted rates are recognized in the period of enactment.

Deferred tax assets are recognized only if there is a reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

Particulars


Net Profit /(Loss)

898,018,064 1,307,398,769

Weighted average number of equity share outstanding

41,329,029 42,559,995

Nominal value of Equity shares

10 10

Basic Earnings per share

21.73 30.72

Diluted Earnings Per Share 21.73 30.72

Amount in



r. Miscellaneous Expenditure

Preliminary expenses incurred on incorporation of the company are deferred and amortized over a period of ten years.

s. Material Events

Material events occurring after the Balance Sheet date are taken into cognizance.

2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to these consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding. Recognising this purpose, the company has disclosed only such notes from the individual financial statements, which fairly present the needed disclosures.

a. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has been paid Rs 192.23 Million (Previous year Rs. 227.58 million).

Contingent Liability towards Bank Guarantees and LCs given to customers and other business related requirements is Rs. 164.00 million (Previous year Rs. 281.40 million).

b. Share Capital

Share holding in excess of 5%

The following is the list of shareholders holding equity shares in excess of 5 percent of the aggregate share capital of the company as on March 31, 2014

M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 63.85%

c. Stock Option Plan

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 (“ESOP 2010”) for grant of 3,500,000 options convertible into 3,500,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 in September 2010. The Remuneration and Compensation Committee of the Company administers this Plan. The options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The particulars of the options granted are as follows:

Particulars

st31 Mar, 2014 st31 Mar, 2013

Exercise Price Exercise Price

Options outstanding at the beginning of the year

Granted during the year

Exercised during the year

Cancelled during the year

Lapsed during the year

Options outstanding at the end of the year

Opening Balances


1,300,000

60,000

30,000

150,000

-

-

22,500

22,500

1,300,000

37,500

7,500

150,000

160.65

74.50

105.95

108.35 -

-

74.50

105.95

160.65

74.50

105.95 108.35

1,300,000

60,000

60,000

-

-

30,000

-

1,300,000

60,000

30,000

160.65

74.50

105.95

-

-

105.95

-

160.65

74.50

105.95

No. of Options No. of Options


Consolidated

TM

d. Leases

The Company is a lessee under various operating leases. Details of rental expenses for operating leases are as follows :

e. Segment Reporting

The Company provides software consultancy and information technology support services. The disclosures as required under Accounting Standard AS – 17 on segment reporting have not been provided as the Company deals only in one business segment.

As the Company also exports its products and services, the secondary segment for the Company is based on the location of its customers. Information on the geographic segment is as follows: -

Information on operating income, net income, assets and liabilities has not been provided by location of customers as such information is not realistically allocable and identifiable.

f. Related Party Transactions

In the normal course of business, the Company enters into transactions with affiliated Companies. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 are as follows: -

Exercise Price for 1,300,000 options granted in FY 10-11

Exercise Price for 60,000 options granted in FY 11-12



Weighted Average remaining contractual life(in years)

160.65 160.65

74.50 74.50

105.95 105.95

108.35

4.50 5.50

st31 Mar, 2014

stYear ended 31 Mar, 2014






st31 Mar, 2013

147,482,496

1,260,210

165,999,922

62,48,919

Operating lease rent

Interest on lease rentals

Operating lease

Finance lease

Geography

Europe

Domestic

Americas

APAC

1,004,835,432

15,476,067,835

14,322,344

832,141,914

1,322,504,452

11,813,758,979

20,569,068

749,285,498



Amount in

Amount in

Amount in

Subsidiary Companies

Managing Director of the Company

Whole time Director of the Company

Non - Whole time director who is able to exercise significant influence

Enterprises in which key management personnel & their relatives are able to exercise significant influence

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia


Infinite Computer Solutions Ltd, U.K

India Comnet International Pvt. Ltd.



Infinite Convergence Solutions, Inc.


Infinite Infoworld Pvt. Ltd.

Infinite TechHub Limited

Infinite TechWorld Limited

Infinite InfoCity Limited

Upinder Zutshi

Navin Chandra

Sanjay Govil

N.C. Data Systems Private LimitedInstos Inc. USA (formerly International Computer Solutions Inc, USA)

Included in the financial Statements are the following amounts relating to transactions with related parties:


a. Revenue

18,609,000

11,102,556

43,210,860

2,111,341

6,179,000

83,835,277

2,466,870

10,573,740

15,577,640

31,160,847

2,221,254

-

-

-

Enterprises over which key management Personnel is able to exercise significant Influence



Instos Inc, USA

Instos Inc, USA

Instos Inc, USA

Consulting and Project Revenue

b. Expenses

c. Purchase of Fixed Assets

Directors of the Company :

Managerial Remuneration

Purchased services

Rent

Rent

Rent

N.C Data Systems Pvt. Ltd.


Consolidated

TM

Amount in

7,853,916

62,899,926

62,715,000

12,999,210

Sanjay Govil

Sanjay Govil

Sanjay Govil

d. Advances given to Key Management Personnel

e. Advances repaid by Key Management Personnel

Key Management Personnel

d. Balances outstanding at the end of the year Receivables

26,925,000

8,474,100

26,925,000

-


Instos Inc, USA

i. Goodwill on Consolidation

Opening goodwill as shown in the Consolidated Balance Sheet was Rs. 546.47 million in respect of acquisition of 100% stock of India Comnet International India Private Limited by Infinite Computer Solutions Inc. which has increased to Rs. 611.98 million as on March 31, 2014, increase of Rs. 65.51 million over the previous quarter's balance is attributable to exchange difference.

j. Share Buyback Scheme Under the approved Share buy-back Scheme, the company has bought back and cancelled 2,116,836 equity shares during the year.

k. Closure of Subsidiary

The company has applied that its wholly owned subsidiary, Infinite Data Systems, UK , be struck off the register and the Registrar has confirmed the notification of the dissolution.

Previous year's figures have been regrouped / recast to conform to current year's classification.




For and on behalf of the Board of Directors,




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62Annual Report 2013-14Statement Pursuant to 212 section

We have audited the accompanying financial statements of (“the Company”), which INFINITE COMPUTER SOLUTIONS (INDIA) LIMITEDcomprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b. In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

Independent Auditors’ Report to the Members of Infinite Computer Solutions (India) Limited.Report on the Financial Statements

Annual Report 2013-14Report on the Financial Statements 63

TM

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.




Membership Number : 70009



64Annual Report 2013-14Report on the Financial Statements

We report as follows:

1. In respect of its fixed assets

a. The company is maintaining proper records showing full particulars including quantitative details and situation of the fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the management and no material discrepancies

have been noticed on such physical verification. c. The fixed assets disposed off during the year are not substantial and such disposal has not affected the ability of the

company to continue as a going concern.

2. The company being a service company and providing software consulting services does not hold any inventories. Accordingly clause (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the order is not applicable to the company.

3. The company has not granted any unsecured loans to companies listed in the register maintained under Section 301 of the Companies Act, 1956.

4. The company has not taken any unsecured loans, from companies listed in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the business for purchase of the fixed assets, and also for the provision of services and man hours billed for the development of software. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

6. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements the particulars of which need to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956. Accordingly clauses (v) (b) of paragraph 4 of the order is not applicable to the Company.

7. The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

8. In our opinion, the company has an internal audit system, commensurate with the size of the company and the nature of its business.

9. According to the information and the explanations given to us, the Central government has not prescribed the maintenance of the cost records under Section 209(1)(d) of the Companies Act, 1956 for the business activities of the Company.

10. According to the records of the company, the company is generally regular in depositing undisputed statutory dues payable in respect of provident fund, employees' state insurance, income tax, wealth tax, sales tax, customs duty and other statutory dues applicable to it, with the appropriate authorities during the year. According to the information and the explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at 31st March, 2014, for more than six months from the date they became payable.

11. According to the information and the explanations given to us, there are no dues of income tax, service tax, customs duty, wealth tax, and cess that have not been deposited on account of any dispute.

12. The company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

13. According to the records of the company and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank or financial institution. The company does not owe any amounts to debenture holders.

14. According to the information and the explanations given to us, the company has not granted any loans and advances on the basis of any security by way of pledge of shares, debentures, and other securities.

15. In our opinion and according to the information and explanations given to us, the company is not a chit fund company or a nidhi / mutual benefit fund / society.

16. According to the information and the explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments.

17. According to the information and the explanations given to us, the company has not given any guarantee for loans taken by

others from banks or financial institutions.

Annexure to the Auditors’ Report The Annexure referred to in the Auditor's Report to the members of

stInfinite Computer Solutions (India) Limited for the year ended 31 March, 2014.

Annual Report 2013-14Annexure to the Auditors’ Report 65

TM

18. According to the information and the explanations given to us and an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment.

19. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

20. The company has not issued any debentures during the year.

21. We have verified the end-use of money raised by public issue as disclosed in the notes to the financial statements.

22. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.




Membership Number : 70009.


Annual Report 2013-14Annexure to the Auditors’ Report 66


4,127,190,357

88,721,508 87,475,552

- -

29,215,693 32,732,432

143,534,599 205,070,659

239,946,616 219,263,665

844,383,207 923,583,223

5,878,435,416 5,834,483,792

705,070,030

717,744,508

96,650,537

133,572,727

825,829

1,146,793

916,957,958

916,063,758

286,311,238

229,582,744

- 67,131,719

1,167,575,016 1,033,309,515

852,052,887 915,009,118

1,053,181,591 829,966,787

799,810,330 990,956,123

5,878,435,416 5,834,483,792

1. Non current assets

(a) Fixed Assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-in-progress

11

12

13

14

2. Current assets

(a) Current investments

15

(b) Trade receivables

16

(e) Other current assets

(c) Cash and cash equivalents

17

(d) Short-term loans and advances

(b) Non current investments

(c) Long term loans and advances

23Notes on Accounts

I. EQUITY AND LIABILITIES

1

(b) Reserves and Surplus 2

425,599,950404,431,590 1. Shareholders' Funds

(a) Share Capital

Notes

3

4

5

6

1,011,846

- -

-

2. Non Current Liabilities

(a) Long term borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long term liabilities

(d) Long-term provisions

7

8

9

10

10

(a) Short-term borrowings

(c) Other current liabilities

(d) Short-term provisions

3. Current liabilities

(b) Trade payables

II. ASSETS

TOTAL

TOTAL


C.V.Savit Kumar RaoPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C




As per our report of even date For and on Behalf of the Board of Directors


stBalance Sheet as at 31 March, 2014

Particulars

3,940,758,311


Annual Report 2013-14Balance Sheet

67

TM

Notes







Year Ending st31 Mar, 2014


Manpower expenses

Finance costs

Depreciation and amortization expense

Other expenses

I. Revenue from operations

II. Other Income

III. Total Revenue (I + II)

IV Expenses

Total Expenses

18

19

20

21

10

22

23

VI. Exceptional items

VII. Profit before extraordinary items and tax (V - VI)

VIII. Extraordinary items

IX. Profit before tax (VII- VIII)

X. Tax expense:

1. Current tax

2. Previous Year taxes

3. Deferred tax

4. MAT Credit

V. Profit before exceptional and extraordinary items and tax (III-IV)

XI. Profit (Loss) for the period from continuing operations (VII-VIII)

XII. Profit/(loss) from discontinuing Operations

XIII. Tax expense of discontinuing Operations

XIV. Profit/(loss) from Discontinuing operations (after tax) (XII-XIII)

XV. Profit (Loss) for the period (XI + XIV)

XVI. Earnings per Equity Share:

1. Basic

2. Diluted

Notes on Accounts

stProfit and Loss Account for the year ending 31 March, 2014

Particulars

3,647,090,119

73,290,706

3,720,380,825

2,206,542,160

45,533

129,482,462

726,416,589

3,062,486,744

657,894,081

-

-

-

657,894,081

657,894,081

137,651,609

(5,436,162)

1,245,956

(55,000,000)

579,432,678

579,432,678

14.02

14.02

4,458,592,350

70,052,284

4,528,644,634

2,294,137,288

704,440

115,237,734

872,801,728

3,282,881,190

1,245,763,444

-

1,245,763,444

-

1,245,763,444

248,301,322

14,553,467

15,212,620

(94,977,558)

1,062,673,593

- -

-

-

-

-

1,062,673,593

24.97

24.97


Annual Report 2013-14Profit and Loss

68


stStatement Of Cash flows for the year ended 31 March, 2014

A. Cash Flow from Operating Activities :

Net Income before tax and extraordinary itemsAdjusted for:

Depreciation

(Profit)/Loss on sale of fixed assets

(Profit)/Loss on sale of Investments (net)

Provision for Doubtful Debts

Provision for Wealth Tax

Effect of Exchange Differences on translation of foreign currency cash and cash equivalents

Effect of Exchange Differences on translation of foreign currency cash and cash equivalents

Operating Profit before working capital changes

Adjusted for:

Accounts Receivable

Loans and Advances

Other Current Assets

Current Liabilities and ProvisionsCash Generated from Operations

Income Tax paid

Income Tax RefundNet Cash from Operating Activities

B. Cash flow from Investing Activities:

Purchase of Fixed Assets

Proceeds on Sale of Fixed Assets

Net Cash used in Investing ActivitiesC. Cash flow from Financing Activities:







Particulars

Interest on deposits

Interest Paid

Payment for Share buy back

Dividend Payment

Dividend Distribution TaxProceeds from borrowing

Net Cash from/(used in) Financing Activities

Dividend Income from Investments

(Acquisition) / Sale in Subsidiaries Investment

Purchase of Current Investments

Sale of Investments

Dividend IncomeInterest on Deposits

Interest Paid

Net (Decrease) Increase in Cash & Cash Equivalents (A+B+C) Cash and Cash Equivalents at the beginning of the year

Cash and Cash Equivalents at the end of the year

657,894,081 1,245,763,444

129,482,462 115,237,734(328,924) 343,605

(6,365,949)

9,840,576 2,719,417

149,956 150,571(57,064,605) (64,695,811)

45,533 704,440(1,174,972) (4,737,733)

(617,692) (9,047,921)

731,860,466 1,286,437,746

(144,106,077) (499,928,851)

(117,611,697) (3,121,278)

206,556,595 (64,531,340)

(103,875,284) 29,136,857

(251,853,562) (290,700,550)

47,208,229 40,086,476

368,178,670 497,379,060

1,174,972 4,737,733

41,653,803 81,200,681(45,533) (704,440)

-

-

-

36,150,803 (165,466,043)

572,824,003 747,993,134

(79,574,058) (197,128,640)

338,152 813,175

5,471,749 (88,100,000)

(81,174,674) (136,938,422)

148,306,392 170,653,870

(228,541,122)

(205,451,869) (446,879,949)

617,692 9,047,921

(63,573,923) (187,462,031)

(34,922,251) (72,495,099)

1,011,846

(467,903,396) (519,375,048)

915,009,118 1,093,423,228852,052,887 915,009,118




Annual Report 2013-14Statement Of Cash flows

69

TM

Particulars

Authorised

50,000,000 Equity shares @ Rs. 10 each

(Previous year 42,559,995 shares of Rs. 10 each fully paid)

NOTE 1 SHARE CAPITAL

Issued, Subscribed and Paid up

40,443,159 equity shares of Rs. 10 each fully paid

NOTE 2 RESERVES AND SURPLUS


Less: Utilised for share buyback

1. Share Premium


3. Capital Redemption Reserve


4. Profit & Loss Account


Less: Dividend Paid

Less: Dividend distribution Tax Paid

Add: Unutilised Dividend (due to Share buyback)

Add: Unutilised Dividend Tax (due to Share buyback)

Less: Amount transfer to Capital Redemption Reserve a/c

Less: Amount transfer to General Reserve

2. General Reserve

stNotes forming part of the Balance Sheet as at 31 March, 2014

Add: Transfer from Profit and Loss Account



NOTE 3 LONG TERM BORROWINGS

Unsecured

Finance Lease for Vehicles -

-

500,000,000

500,000,000

404,431,590

404,431,590

675,791,280

207,372,762

468,418,518

264,433,219

57,943,268

322,376,487

15,049,800

21,168,360

36,218,160

2,985,484,012

579,432,678

161,915,250

27,517,497

3,257,048

547,829

21,168,360

57,943,268

3,300,177,192

4,127,190,357

1,011,846

1,011,846

500,000,000

500,000,000

425,599,950

425,599,950

675,791,280

-

-

-

-

-

675,791,280

158,165,860

106,267,359

264,433,219

15,049,800

15,049,800

2,475,242,718

1,062,673,593

383,039,956

63,124,984

106,267,359

2,985,484,012

3,940,758,311

NOTE 4 DEFERRED TAX LIABILITIES (NET)


Add : Adjustments for the current year

87,475,552

1,245,956

88,721,508

72,262,932

15,212,620

87,475,552


Annual Report 2013-14Notes forming part of the Balance Sheet 70


NOTE 6 SHORT-TERM BORROWINGS

NOTE 5 LONG-TERM PROVISIONS

NOTE 7 TRADE PAYABLES

NOTE 8 OTHER CURRENT LIABILITIES

NOTE 9 SHORT TERM PROVISIONS

Secured

Working Capital Loan from Bank

Trade payables - others

Trade payables - Subsidiary Companies

Advances from Customers

Unpaid dividend

Share application money refundable

Unearned Revenue

Taxes Payable-Sales tax, Service tax & with holding tax

Other Payables to Employees

Other liabilities

For Expenses

For Dividend

For Dividend Distribution tax

Taxes

Staff Benefits


Particulars

Provision for Employee Benefits - Gratuity and Leave encashment

29,215,693

32,732,432

32,732,432

-

-

-

-

29,215,693

143,959,362

(424,763)

143,534,599

203,765,921

1,304,738

205,070,659

64,225,018

971,411

727,980

389,158

- -

(29,357,508)

202,990,557

239,946,616

41,188,107

687,200

727,980

5,177,511

8,902,279

162,580,588

219,263,665

128,045,018

80,886,318

13,746,630

617,843,275

3,861,966

844,383,207

186,909,550

127,679,985

21,699,213

582,791,604

4,502,871

923,583,223



Notes forming part of the Balance Sheet

TM

Schedule of fixed assets as on st

31 March, 2014

-

-

6,788,755

-

-

-

-

-

-

-

25,943,454

128,820

33,279,862

3,064,088

299,890

2,861,735

6,872,070

2,351,314

24,045

-

Particulars

As at01.04.2013

Additionsduring the

Year


Year

As at31.03.14

Up to31.03.14

As at31.03.14

As at31.03.13

Up to01.04.2013

Providedduring the

Year


Year

Tangible Assets

Buildings

Computers

Office Equipment


Vehicles



Plant & Machinery


Total of Tangible Assets (A)

Intangible Assets

Tangible Assets

Intangible Assets

Total

Software

Total of Intangible Assets (B)

GRAND TOTAL (A+B)

As at 31st Mar, 2013

GROSS BLOCK AT COST NET BLOCK

NOTE 10

DEPRECIATION

Leasehold Land 44,196,800

246,703,935

249,181,877

81,582,698

79,086,534

34,994,433

99,241,005

108,559,457

40,305,516

49,478,044

70,140,254

246,832,755

275,672,984

84,646,786

79,386,424

37,856,168

106,113,075

110,910,771

40,329,561

49,478,044

-

19,588,149

117,585,749

23,587,318

32,886,054

14,594,257

28,813,834

48,531,855

15,169,159

14,829,410

- - - 70,140,254 44,196,800

4,023,373 - 23,611,522 223,221,233 227,115,786

33,480,216 6,779,527 144,286,438 131,386,541 131,596,123

3,779,723 - 27,367,041 57,279,745 57,995,380

4,317,199 - 37,203,253 42,183,171 46,200,480

3,314,685 - 17,908,942 19,947,226 20,400,176

20,164,572 - 48,978,406 57,134,669 70,427,171

14,152,359 - 62,684,214 48,226,557 60,027,602

1,915,165 - 17,084,324 23,245,237 25,136,357

2,343,237 - 17,172,647 32,305,397 34,648,633

1,033,330,299 74,825,278 6,788,755 1,101,366,822 315,585,785 87,490,529 6,779,527 396,296,787 705,070,030 717,744,508

280,124,730 5,069,743 - 285,194,473 146,552,007 41,991,933 - 188,543,940 96,650,537 133,572,727

280,124,730

839,527,487

268,468,539

1,107,996,026

5,069,743

204,493,218

11,656,191

216,149,409

-

10,690,406

10,690,406

-

285,194,473

1,033,330,299

280,124,730

1,313,455,029

146,552,007

249,928,734

106,504,951

356,433,685

41,991,933

75,190,678

40,047,056

115,237,734

-

9,533,626

9,533,626

-

188,543,940

315,585,786

146,552,007

462,137,793

96,650,537

717,744,508

133,572,727

851,317,235

133,572,727

589,598,753

161,963,588

751,562,341

1,313,455,029 79,895,021 6,788,755 1,386,561,295 462,137,792 129,482,462 6,779,527 584,840,727 801,720,567 851,317,235

Notes:1.The execution of the absolute sale deed for the land measuring 18,640 sq meters is pending with the KIADB.

Unsecured Considered Good

More than 6 months

Others

Unsecured Considered Doubtful

Provision for Bad and doubtful debts

FY 2013-14

st Notes forming part of the Consolidated Balance Sheet as at 31 , 2014 March

Particulars FY 2012-13

NOTE 11 NON - CURRENT INVESTMENTS

NOTE 12 LONG TERM LOAN AND ADVANCES

NOTE 13 CURRENT INVESTMENT

NOTE 14 TRADE RECEIVABLES

Investment in Subsidiary Companies Shares (at cost)

Capital Advances

Investment in Mutual Funds

916,063,758

916,063,758

916,957,958

916,957,958

286,311,238

286,311,238

-

-

120,952,249

1,046,622,767

9,840,576

1,177,415,592

9,840,576

1,167,575,016

229,582,744

229,582,744

67,131,719

67,131,719

113,444,815

919,864,700

2,719,417

1,036,028,932

2,719,417

1,033,309,515

Annual Report 2013-14Notes forming part of the Balance Sheet 72



Particulars

NOTE 15 CASH AND CASH EQUIVALENTS

NOTE 16 SHORT-TERM LOANS AND ADVANCES

NOTE 17 OTHER CURRENT ASSETS

Cash in Hand

Balances with Noted Banks in Indian Rupees

In Current Accounts

In EEFC Account

Balances with Bank accounts - outside India

Balance in Bank account kept for Dividend Payment

Balance in Bank account kept for Share Application money refund

Bank Deposits

Maturity within 12 months

Maturity after 12 months

Bank Deposits held against Guarantees

179,215 242,623

290,400,776 193,719,272

59,836,436 72,276,593

2,383,683 11,562,231

971,410 687,199

727,980 727,980

494,089,600

632,509,219

3,463,787 3,284,001

852,052,887

915,009,118

Unsecured Considered Good

Advances recoverable and Pending adjustment with Vendors

Advances recoverable from employees

Prepaid expenses

Share Application Money - pending allotment

Deposits

Advance Income Tax and TDS

MAT Credit Recoverable

Loans to Subsidiary Companies

Interest accrued but not due

Unbilled Receivables

Shares pending for extinguishment

Other Receivables

72,235,418 70,838,578

16,552,569 21,315,930

141,209,111 74,366,266

27,608,070 12,197,268

745,284,334 964,468,876

-

-

26,917,926 14,289,979

- -

53,319,357 55,912,478

605,443,054

498,111,453

164,422,082

109,422,082

- -

1,053,181,591

829,966,787

799,810,330 990,956,123



Notes forming part of the Balance Sheet

TM

Notes forming part of the Profit & Loss Account for the year ended st31 March, 2014

Particulars

NOTE 18 REVENUE FROM OPERATIONS

NOTE 19 OTHER INCOME

NOTE 20 MANPOWER EXPENSES

NOTE 21 FINANCE COSTS

NOTE 22 OTHER EXPENSES

Sale of Services

Domestic Sales

Export Sales

Interest on Loans and Deposits

Dividend Income

Profit / (Loss) on Sale of Assets

Profit / (Loss) on Sale of Investment

Miscellaneous Income

Salaries & Wages

Contribution to Provident Fund and Other funds

Staff Welfare Expenses


Repairs & Maintenance

Building

Plant & Machinery

Vehicles

Others

Security Charges

Insurance

Communication Expenses

Rent & Hire Charges

Recruitment Expenses

Legal & Professional Charges

Software Expenses

Project Expenses

Business Promotion

Traveling & Conveyance

Printing & Stationery

Electricity, Water & Fuel

Seminar & Training Expenses

Interest on Loans

Provision for Bad Debts

Bad Debts w/o

1,004,835,432

2,642,254,687

3,647,090,119

57,064,605

1,174,972

328,924

6,365,949

8,356,256

73,290,706

1,585,463,085

58,958,291

107,707,896

454,412,888

2,206,542,160

45,533

45,533

79,000,478

6,675,994

10,300,848

590,459

35,914,510

20,042,212

9,422,211

31,323,501

12,531,518

42,932,334

61,825,892

37,242,545

5,863,179

96,166,210

11,142,503

42,374,805

7,684,057

9,840,576

1,328,596,755

3,129,995,595

4,458,592,350

64,695,811

4,737,733

(343,605)

-

-

962,345

70,052,284

1,566,650,004

42,383,121

106,816,954

578,287,209

2,294,137,288

704,440

704,440

92,241,378

2,437,645

9,423,436

321,487

33,555,528

18,353,705

9,201,540

32,954,814

12,661,608

31,141,688

38,502,894

265,238,716

3,023,188

77,965,994

8,825,982

37,622,215

9,742,918

2,719,417

160,902



Annual Report 2013-14Notes forming Profit & Loss74


Statutory Audit

Tax Audit Fee

Review & Other Certification Fee

Particulars

Auditors' Remuneration

Rates & Taxes

Directors Sitting Fee

Old Balance written off a/c

Exchange Loss / (Gain) - Net

Bank Charges

Miscellaneous Expenses

904,470 1,089,612

112,360 124,720

1,200,004 1,229,699

3,544,621 4,176,859

1,000,000 933,000

3,769,890

188,792,012 172,594,231

4,663,060 6,074,667

1,395,438 644,787

726,416,589 872,801,728

Notes forming part of the Profit & Loss Account for the year ended st31 March, 2014




Notes forming Profit & Loss

TM

NOTE 23

1. Background

Infinite Computer Solutions (India) Limited ('the Company'), a Public Limited Company, is a global service provider of Application Management Outsourcing, Remote Infrastructure Management Services, R&D and Intellectual Property Leveraged Solutions and related IT Services.

The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended March 31, 2014.

2. Summary Of Significant Accounting Policies

i. Basis of Accounting

The financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles in India, the accounting standards issued under the Companies (Accounting Standards) Rules, 2006 and the provisions of the Companies Act, 1956, which, as per a clarification issued by the Ministry of Corporate Affairs, continue to apply under the Companies Act 2013, as adopted consistently by the company.

The Company follows the mercantile system of accounting and recognizes items of income and expenditure on accrual basis.

ii. Use of Estimates

The preparation of financial statements is in conformity with generally accepted accounting principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results could differ from those estimates.

iii. Revenue Recognition

Revenue from software Service contracts priced on a time and material basis is recognised on the basis of billable time spent by employees working on the project, priced at the contracted rate.

Revenue in respect of services on fixed price contracts is recognised on milestones achieved as per the terms of specific contracts. Revenue from incomplete contracts is recognized on the proportionate completion method and where no significant uncertainty exists regarding the amount of consideration that will be derived on completion of the contract.

Dividend income from units in mutual funds and from subsidiary companies is recognised upon receipt.

Interest on bank deposits is recognised on accrual basis.

iv. Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Cost includes original cost of acquisition, including incidental expenses related to such acquisition and installation.

The company does not capitalize the cost of software acquired specifically for client projects and where there is no enduring benefit to the company following conclusion of the project. Such software is charged to the Profit & Loss Account in the year in which the software is acquired.

v. Depreciation

Depreciation on all fixed assets is provided on the straight-line method over the estimated useful life of the assets at rates specified in Schedule XIV to the Companies Act, 1956.

Depreciation on addition to fixed assets is provided on pro-rata basis from the date the assets are put to use. Depreciation on sale/deduction from fixed assets is provided for up to the date of sale, deduction, discernment as the case may be.

All assets costing Rs. 5,000 or below are depreciated in full by way of a onetime depreciation charge. Leasehold improvements are amortized over the period of lease.

Notes to the Financial Statements

Annual Report 2013-14Notes to the Financial Statements

76


Intangibles

Product development costs

Product development cost represents direct cost incurred by the Company for developing new products. Research costs are expensed as incurred. Development expenditure incurred on an individual product is carried forward when its future recoverability can reasonably be regarded as assured. The expenditure incurred is carried forward under capital work in progress till the product is commercially completed thereafter it is charged off over the expected useful life of product.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable

vi. Leases Lease rentals are expensed with reference to lease terms.

vii. Investments

Long term investments are stated at cost, less provision for diminution in value of investments, which is considered to be permanent. Current investments are stated at lower of cost or fair market value (determined on the specific identification basis). Cost includes original cost of acquisition, including brokerage and stamp duty.

viii. Foreign Currency Transactions Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. The

financial statements of foreign branches of the company are translated and recorded in the functional currency of the company.

Monetary items denominated in foreign currencies at the year-end are translated at the exchange rates in accordance with AS 11. Non-monetary items denominated in foreign currencies are carried at cost.

Any income or expense on account of exchange differences either on settlement or on translation of transactions other than those relating to fixed assets acquired from sources outside India is recognized in the Profit and Loss Account. Gain or loss on translation of long-term liabilities incurred to acquire fixed assets from sources outside India is treated, as an adjustment to the carrying cost of related fixed assets.

ix. Retirement Benefits

Company's contribution to Provident Fund is charged to the Profit & Loss Account.

Gratuity and Leave eligibility payable to employees is accounted for on the basis of an actuarial valuation as at the balance sheet date.

x. Earnings per Share Basic earnings per share are calculated by dividing the net profit or loss for the quarter attributable to equity shareholders by the

weighted average number of equity shares outstanding during the quarter.

For calculating diluted earnings per share, the net profit or loss for the quarter attributable to equity shareholders and the weighted average number of shares outstanding during the quarter are adjusted for the effects of all dilutive potential equity shares.

xi. Impairment of Assets

Whenever events indicate that assets may be impaired, the assets are subject to a test of recoverability based on estimates of future cash flows arising from continuing use of such assets and from its ultimate disposal. A provision for impairment loss is recognised where it is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset.

Where at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and recognized.

xii. Income Taxes

Income taxes are accounted for on the basis of estimated taxes payable and adjusted for timing differences between the taxable income and accounting income as reported in the financial statements. Current income tax has been provided at the enacted tax rates on income not exempt under the tax holiday.

Income taxes consist of current taxes, adjustment to Minimum Alternate Tax (MAT) recoverable and changes in deferred tax liabilities and assets.

Deferred tax assets or liabilities in respect of timing differences which originate during the tax holiday quarter but reverse after the tax holiday are recognized in the year in which the timing differences originate if they result in taxable amounts. Deferred tax assets or liabilities are established at the enacted tax rates. Changes in the enacted rates are recognized in the quarter of enactment.

Deferred tax assets are recognized only if there is a reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.



TM

xiii. Transfer Pricing Regulation

The Company has undertaken necessary steps to comply with transfer pricing regulations. The management is of the opinion that the international transactions are at arm's length & hence the aforesaid regulation will not have any impact on the financial statements, particularly on the amount of tax expense & that of the provision for taxation.

xiv. Material Events

Material events occurring after the Balance Sheet date are taken into cognizance.

3. Share Capital Share holding in excess of 5%

The following is the list of shareholders holding Equity shares in excess of 5 percent of the aggregate share capital of the company as on March 31, 2014.

M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 63.85%. Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 (“ESOP 2010”) for grant of 35,00,000 options convertible into 35,00,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 .

The Remuneration and Compensation committee of the Company administers this Plan. The options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The particulars of the options granted are as follows:

Exercise Price for 1,300,000 options granted in FY 10-11




Weighted Average remaining contractual life (in years)

160.65 160.65

74.50 74.50

105.95 105.95

108.35

4.50 5.50

st31 Mar, 2014 st31 Mar, 2013

Particulars

st31 Mar, 2014 st31 Mar, 2013

Exercise Price Exercise Price

Options outstanding at the beginning of the year


Exercised during the year

Cancelled during the year

Lapsed during the year

Options outstanding at the end of the year

Opening Balances


1,300,000

60,000

30,000

150,000

-

-

22,500

22,500

1,300,000

37,500

7,500

150,000

160.65

74.50

105.95

108.35 -

-

74.50

105.95

160.65

74.50

105.95 108.35

1,300,000

60,000

60,000

-

-

30,000

-

1,300,000

60,000

30,000

160.65

74.50

105.95

-

-

105.95

-

160.65

74.50

105.95

No of Option No of Option


78


4. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid Rs. 192.23 Million (as at March 31, 2013 Rs. 227.58 Million).

Contingent liability towards Bank Guarantees and LC's given to customers and other business related requirements is Rs. 164.00 Million (as at March 31, 2013 Rs. 281.40 Million).

5. Accumulated Losses of Subsidiaries

The Investments in the subsidiary companies have been made considering strategic business expansion plans, & in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the company has carried the investments at cost.

6. Managerial Remuneration

Managerial Remuneration under Section 198 of the Companies Act, 1956 paid to the Managing and whole time directors of the company are as follows:

As no commission is payable to the Directors, the computation of net profits in accordance with Section 309 (5) read with section 349 of the Companies Act, 1956 has not been given.

7. Leases

The company is a lessee under various operating leases. Rental expense for operating leases for the Year ended March 31, 2014 and year ended March 2013 was Rs. 79.00 Million and Rs. 92.24 Million respectively. Expected future minimum commitments for non-cancellable leases are as follows:

8. Segment Reporting

The company develops software products and provides software consulting services. The disclosures as required under accounting standard 17 on segment reporting would cover geographical regions, which is as follows :-


Total

22.17

22.17

21.04

21.04

--

Salary

Monetary value of perquisites


Total

Due in next one to five year

Minimum future commitments

Due in next one year 58.59 53.08

35.35 88.39

Due in more then five year --

93.94 141.47


1004.84

2593.92

14.32

34.01

3647.09


1328.60

3115.52

14.48

-

4458.59

Location

Domestic

Americas

Europe

APAC

Total



in Million

in Million

in Million

TM

Operating income, net income, assets and liabilities has not been provided by geographies as these are not realistically allocable and identifiable.

9. Earning Per ShareThe following is a computation of earnings per share and a reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share.

10. Related Party Transaction

In the normal course of business, the company enters into transactions with affiliated companies. The names of related parties of the company as required to be disclosed under Accounting Standard 18 is as follows:

a) Subsidiary Companies






India Comnet International Pvt. Ltd.



Infinite Infocomplex Pvt Ltd.






b) Whole Time Directors of the Company

Navin Chandra (up to 1st May 2013)

Upinder Zutshi

c) Non-Whole Time Directors of the Company

Sanjay Govil

d) Enterprises in which key management personnel and their relatives are able to exercise significant influence

N C Data Systems Private Limited


Net Profit /(Loss)

Weighted average number of equity share outstanding

41,329,029 42,559,995

Nominal value of Equity shares

10 10

Basic Earnings per share

14.02

579.43 1062.67

24.97

in Million


80

in Million


Included in the financial statements are the following amounts relating to transactions with related parties:


stAs at 31 Mar, 2014 stAs at 31 Mar, 2013


a. Revenue

b. Expenses

Directors of the Company





In Subsidiary Companies

Receivables

Advances recoverable in cash or kind

Companies under same management

Sale

c. Balance outstanding as at the

Investments

Payables

Managerial Remuneration














N C Data Systems Private Limited

Rent










Infinite Infoworld Ltd.Infinite Infopark Ltd.







1245.92 1205.63

704.51 802.13

4.01

72.79 77.83

11.10 10.57

22.17 21.04

376.51 347.81

0.77 0.70

4.71

384.64 271.95

3.89 0.65

-

- 5.49- 0.28

0.02

0.02

0.01

0.02

0.01

0.004

0.004

0.004

229.53 229.53

26.72 26.72

8.51 8.51

-

-

Infinite Computer Solutions Inc, USA (with Provision)


16.88 16.88

4.14 4.14

49.50 49.50

7.50 7.50

16.60 10.60

0 5.11

434.57 434.5730.20 30.2043.30 43.30

49.50 49.50

4.68 9.59

- 2.16



in Million

TM

11. Income Taxes In accordance with accounting standard 22 on accounting for taxes on income the deferred tax charge of Rs. 1.25 Million (previous year Rs. 15.21 Million) for the current year has been recognized in the profit & loss account. The tax effect of significant timing differences as of March 31, 2014 that reverse in one or more subsequent years gave rise to the following net deferred tax assets / (liability) as at March 31, 2014.

12. Transactions of Derivative Instruments & Forwards ContractsAll gains or losses in derivative instruments are recorded on the Balance Sheet date at mark to market value. The Company has accordingly provided for the Loss of Rs. Nil Million (previous year Rs. Nil) on such contracts in the books.

The following forward contracts are outstanding as on March 31, 2014: For USD – 4.00 Million USD.

13. Share Buyback SchemeUnder the approved Share buy-back Scheme, the company has bought back and cancelled 2,116,836 equity shares during the year.

14. Statement of Utilisation of IPO Funds

15. Closure of SubsidiaryThe Company had applied that, its wholly owned subsidiary, Infinite Data Systems, UK, be struck off the register and the Registrar has confirmed the notification of the dissolution.

16. Information Pursuant To Clause 32 Of The Listing Agreements With Stock ExchangeLoans and advances in the nature of loans to wholly-owned subsidiary companies are as under:

The above company is also a company under the same management as defined under Section 370 (IB) of the Companies Act, 1956.

Deferred Tax Assets

Interest bearing with no specified payment schedule:

Provision for Retirement benefits



Depreciation

Net Deferred Tax Assets / (Liabilities)

1.83

-

1.83

89.30

89.30

(87.47)

0.42

-

0.42

89.14

89.14

(88.72)


stAs at 31 Mar, 2014


Maximum Balance During the year

Amount raised through IPO

Share Issue expenses paid

Net proceeds

Deployment

Repayment of Debts

Acquisition

Capital expenditure

General Corporate Purpose

Total

946.43

70.72

875.71

83.00

380.00

264.69

148.02

875.71

stAs on 31 Mar, 2014


82


in Million

in Million

in Million

17. Assumption on Actuarial Valuation

As required under Accounting Standard 15, the Company has adopted the following assumption for actuarial valuation of defined benefit and contribution plan:

18. Reclassification

Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to current quarter's groupings and classifications.

19. Value of Imports on C.I.F. Basis

20. Earnings in Foreign Exchange

* Does not include receipts in convertible foreign exchange aggregating to Rs. 38.64 Million (Previous Year ended March 31, 2013 Rs. 303.61Million) in respect of services provided in India.

21. Expenditure in Foreign Currency (on Cash Basis)

Gratuity LeavesDisclosure as per AS-15 - Revised

Interest Rate 9.12% 9.12%

Discount Factor 9.12% 9.12%

Estimated rate of return on plan Assets 0.00% 0.00%

Salary increase 6.00% 6.00%

Attrition rate 5.00% 5.00%

Retirement Age 58 58

Actuarial gain/loss is recognized immediately.

The estimate of salary increase take into account inflation, promotions etc.

FOB Value of Exports * 2642.25 3,102.80





Travelling


44.35

79.68

3.66

30.53

-

60.40

131.86

0.04

7.72

-


Legal & Professional Charges

Software Licenses

Others

For and on behalf of the Board of Directors,

Capital Goods

Others 1.90

Nil Nil

Nil





TM

in Million

in Million

in Million

Notice of the Annual General Meeting

Regd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi-110066

Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru-560066

CIN: Website: E-Mail: L72200DL1999PLC171077 | www.infinte.com | [email protected]

Phone: Fax: +91 80 41930000, +91 11 46150845, | +91 80 41930009, +91 11 46150830

Notice is hereby given that the Fifteenth Annual General Meeting of the members of Infinite Computer Solutions (India) Limited will be held on Wednesday, September 24, 2014 at 3.00 P.M. at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi-110003 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2014, Statement of Profit & Loss for the year ended as on that date together with Reports of Auditors and Directors thereon.

2. To declare dividend for the Financial Year ended March 31, 2014.

3. To appoint a Director in place of Mr. Narendra Kumar Agrawal (DIN 02103551) who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s Amit Ray & Co., Chartered Accountants (Firm Registration No. 000483C) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2017, subject to ratification by the shareholders at every Annual General Meeting and to authorize the Board of Directors to fix their remuneration on yearly basis.

Special Business

5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “ pursuant to the provisions of Section 149,150,152 & any other applicable provisions of the Companies Act, 2013 (Act) RESOLVED THAT

and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. Ravindra Rama Rao Turaga (DIN 01687662), an Independent Director of the Company, in respect of whom the Company has received a notice from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of upto five consecutive years commencing from April 01, 2014, not liable to retire by rotation.”

6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ pursuant to the provisions of Section 149,150,152 & any other applicable provisions of the Companies Act, 2013 RESOLVED THAT(Act) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. Ajai Kumar Agrawal (DIN 00619358), an Independent Director of the Company, in respect of whom the Company has received a notice from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of upto five consecutive years commencing from April 01, 2014, not liable to retire by rotation.”

7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed to include person(s) authorized and / or any committee thereof) for mortgaging / hypothecating and / or charging all or any of the movable and / or immovable properties of the Company, both present and future, or the whole or substantially the whole of the undertaking or the undertakings of the Company in such form and manner and with such ranking and on such terms as the Board may determine, for securing any loan(s) obtained or as may be obtained from any bank, financial institution, bodies corporate, other entities, person or persons including securing those facilities which have already been sanctioned, including any enhancement therein together with interest cost, charges, expenses and any other money payable by the Company.

the Board be and is hereby authorized to do or cause to be done all such acts, deeds, matters and RESOLVED FURTHER THAT

things as may be necessary, desirable, expedient for creating mortgage/hypothecation/charge on the assets of the Company and to give effect to this resolution.”

By Order of the BoardFor Infinite Computer Solutions (India) Limited



Annual Report 2013-14AGM Notice84


Notes

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXIES TO BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PERSON CAN ACT AS PROXY ON BEHALF OF NOT MORE THAN FIFTY MEMBERS AND HOLDING NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.

2. Additional information, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in respect of the Director(s) recommended for re-appointment at the Annual General Meeting and the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special Business is annexed hereto and forms a part of the notice.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, September 13, 2014 to Wednesday, September 24, 2014 (both days inclusive).

4. Dividend on equity shares as recommended by the Board of Directors for the financial year ended March 31, 2014, if approved by the shareholders at the Annual General Meeting shall be paid to such members/beneficial owners whose names appear in the Register of Members / Depository Records as at the closing hours of business on September 12, 2014.

5. A Certificate from the Auditors of the Company certifying that the Executive Performance Option Plan 2010 (ESOP-2010) is being implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and in accordance with the resolutions of the general body will be placed at the Annual General Meeting.

6. Members desirous of appointing their nominees for the shares held by them may apply in the Nomination Form (SH-13).

7. Pursuant to the provisions of the Companies Act, 2013 read with Rules framed thereunder, the Company may send notice of general meeting, directors' report, auditors' report, audited financial statements and other documents through electronic mode. Further, pursuant to the first proviso to Rule 18 of the Companies (Management and Administration) Rule 2014, the Company shall provide an advance opportunity atleast once in a financial year to the members to register their e-mail address and changes therein. In view of the same, members are requested to kindly update their e-mail address with depository participants in case of holding shares in demat form. If holding shares in physical form, members are requested to inform their e-mail-id to the Company / Company's registrar.

8. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution/Power of Attorney authorizing their representatives to attend and vote on their behalf at the meeting.

9. Members are requested to send their queries, if any on the operations of the Company, to reach the Company Secretary at the Company's Registered Office, at least 10 days before the meeting, so that the information can be compiled in advance.

10. Members/proxies are requested to kindly take note of the following:

(i) Copies of the Annual Report will not be distributed at the venue of the meeting;

(ii) Attendance Slip, as sent herewith, is required to be produced at the venue duly filled-in and signed, for attending the meeting;

(iii) In all correspondence with the Company and/or the R&T Agent, Folio No. /DP ID and Client ID no. must be quoted.

11. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company between 10:00 a.m. to 2:00 p.m. except on holidays.

12. Electronic Copy of the Notice of the 15th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with the Attendance Slip and Proxy Form is being sent to all the members whose email ids are registered with the Company/Company's registrar/Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the aforesaid documents are being sent by the permitted mode.

13. Voting through electronic means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 15th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL)

Annual Report 2013-14AGM Notice 85

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The instructions for e-voting are as under:

a. NSDL shall be sending the User ID and Password to those members whose shareholding is in the dematerialized format and whose email addresses are registered with the Company/Company's registrar/Depository Participants. For members who have not registered their email addresses, can use the details as provided in the e-voting instruction being sent along with this Notice.

b. Open the internet browser and type the following URL: www.evoting.nsdl.com

c. Click on the Shareholder-Login.

d. Put User ID and Password as provided in this document and click login. If you are already registered with NSDL for e-voting then you can use your existing User ID and Password for the Login.

e. If you are logging in for the first time, the Password change menu will appear. Change the Password with new Password of your choice. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

f. Once the e-voting home page opens, click on e-voting: Active Voting Cycles.

g. Select “EVEN (Electronic Voting Event Number)” of Infinite Computer Solutions (India) Limited.

h. Once you enter the “Cast Vote” Page will open. Now you are ready for e-voting.

i. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

j. Upon confirmation, the message “vote cast successfully” will be displayed.

k. Once you have voted on the resolution, you will not be allowed to modify your vote.

l. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutnizer through e-mail at [email protected] with a copy marked to [email protected]

General Instructions for e-voting:

i. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the Downloads section of www.evoting.nsdl.com. You may also contact NSDL via email at [email protected]

ii. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

iii. The e-voting period commences on Thursday, September 18, 2014 (9:00 A.M. IST) and ends on Saturday, September 20, 2014 (6:00 P.M. IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 08, 2014 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

iv. The voting rights of shareholders shall be in proportion of their shares of the paid up equity share capital of the Company as on the record date i.e. August 08, 2014.

v. Mr. Chetan Gupta, Partner M/s APAC & Associates, Practicing Company Secretary (Membership No. FCS-6496 / CP No. 7077), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

vi. The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusion of e-voting period unlock the votes in presence of atleast (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

vii. The Results shall be declared on or after the AGM. The Results declared alongwith the Scrutinizers Report shall be placed on the Company's website www.infinite.com and on the website of NSDL within 2 days of the passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges, where the shares of the Company are listed.



Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Item no. 5

Mr. Ravindra Rama Rao Turaga (DIN 01687662) was appointed as Director of the Company on February 28, 2008. In terms of the provisions of the Companies Act, 2013 (“Act”), an Ordinary Resolution for his appointment as an Independent Director of the Company for a term of up to five consecutive years commencing from April 01, 2014 is proposed for consideration and approval of the shareholders.

The Company has received Notice along with requisite deposit from a Member under Section 160 of the Act proposing the candidature of Mr. Ravindra Rama Rao Turaga as a Director of the Company.

The Company has also received a declaration from Mr. Turaga that he meets the criteria of independence under sub section (6) of Section 149 of the Act.

Given the expertise, knowledge and experience of Mr. Turaga and his continued association with the Company, the Board considers his appointment to be in the interest of the Company and recommends the resolution contained in Item No. 5 of the accompanying notice for approval of the members as an Ordinary Resolution.

Mr. Ravindra Rama Rao Turaga is interested or concerned in the proposed resolution. None of the other Directors, Key Managerial Personnel of the Company or their relatives is interested or concerned in the proposed resolution.

Item no. 6

Mr. Ajai Kumar Agrawal (DIN 00619358) was appointed as Director of the Company on April 25, 2008. In terms of the provisions of the Companies Act, 2013 (“Act”), an Ordinary Resolution for his appointment as an Independent Director of the Company for a term of upto five consecutive years commencing from April 01, 2014 is proposed for consideration and approval of the shareholders.

The Company has received Notice along with requisite deposit from a Member under Section 160 of the Act proposing the candidature of Mr. Ajai Kumar Agrawal as a Director of the Company.

The Company has also received a declaration from Mr. Agrawal that he meets the criteria of independence under sub section (6) of Section 149 of the Act.

Given the expertise, knowledge and experience of Mr. Agrawal and his continued association with the Company, the Board considers his appointment to be in the interest of the Company and recommends the resolution contained in Item No. 6 of the accompanying notice for approval of the members as an Ordinary Resolution.

Mr. Ajai Kumar Agrawal is interested or concerned in the proposed resolution. None of the other Directors, Key Managerial Personnel of the Company or their relatives is interested or concerned in the proposed resolution.

Item no. 7

The shareholders of the Company at their 10th Annual General Meeting held on August 25, 2009, by way of an Ordinary Resolution under Section 293(1)(a) of the Companies Act, 1956 accorded their consent to the Board of Directors for creating mortgage or charge on its movable or immovable properties.

Consequent to the notification of Section 180(1)(a) of the Companies Act, 2013 consent of the Company is required by way of a Special Resolution to create mortgage and/or charge on the movable/immovable properties of the Company. Accordingly approval of the members by way of a Special Resolution is sought to enable the Board of Directors to create mortgage or charge on the Company's movable or immovable properties.

None of the other Directors, Key Managerial Personnel of the Company or their relatives are interested or concerned in the proposed resolution.

By Order of the BoardFor Infinite Computer Solutions (India) Limited




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Name of the Director Mr. Ravindra Rama Rao Turaga

Date of Birth January 26, 1948

Brief Resume and Nature of Expertise in specific functional areas Mr. Ravindra Rama Rao Turaga is a member of the Institute of Chartered Accountants of India, Bombay Chartered Accountants Society and The Chambers of Tax Consultancy. He is also founder member of number of Philanthropic organizations.

Mr. Turaga is into CA practice since last 33 years. He is heading a practicing CA firm T. Rama Rao & Co. providing professional services in the field of Audit, Taxation, Accountancy, Company Law, Finance, Investments and Capital Market Services.

List of other companies in which Directorships are held

List of Committees of the Board of Directors in which Chairmanship/Membership is held

No. of Equity Shares held in the Company 1,350

Name of the Director Mr. Ajai Kumar Agrawal

Date of Birth June 01, 1962

Brief Resume and Nature of Expertise in specific functional areas Mr. Ajai Kumar Agrawal holds a Bachelor's degree in Mechanical Engineering and a Post Graduate degree in Business Management. An enterprising engineer and a management professional, has experience of over 31 years in the Corporate world. Mr. Agrawal has served MNCs in senior management roles in areas of project management, corporate planning and operations for 17 years and thereafter promoted three small growing companies working for inclusive growth in the areas of Technology, Education and Agriculture using IT & ITES.

List of other companies in which Directorships are held 1. B.M. Project Engineers Private Limited.

2. IYCWorld Softinfrastructure Private Limited.

3. Agroecommerce Network Private Limited.


No. of Equity Shares held in the Company

thDetails of Director(s) seeking Re-appointment in the 15 Annual General Meeting pursuant to Clause 49 of the Listing Agreement


Chairman- Audit Committee of the CompanyMember - Nomination & Remuneration Committee of the CompanyMember- Stakeholders Relationship Committee of the Company

-

-

Chairman - Nomination & Remuneration Committee of the CompanyMember- Stakeholders Relationship Committee of the CompanyMember- Audit Committee of the Company


Name of the Director Mr. Narendra Kumar Agrawal

Date of Birth July 20, 1942

Brief Resume and Nature of Expertise in specific functional areas He completed his B.Sc., BE (Honours) and a course of Advance Management Program (AMP) for PEs from the Indian Institute of Management, Ahmedabad.

Mr. Agrawal, an officer of the 1965 batch of the Indian Telecom Service (ITS), has rich experience of working at senior positions of the Telecom department of Govt. of India. Mr. Agrawal executed important telecom projects of the Govt. of India in Middle East countries. He was also a member of the National Committee on Telecommunications of the Confederation of Indian Industries (CII) during the year 2000-01. He was the Chairman and Managing Director of Government PSU- Hindustan Cables Limited for more than eight years. Besides, he has also held the key position as Director in various other PSUs namely, Hindustan Shipyard Ltd. (Vishakhapatnam) and Indian Telephone Industries Ltd. (Bangalore). Mr. Agrawal has been Governor in the Board of Motilal Nehru Regional Engineering College, Allahabad. Mr. Agrawal was honoured with the Rashtriya Vikas Shiromani Award presented by the Delhi Telugu Academy in August 2001 for significant contribution in the field of Industry.

He is a Fellow Member of the Institution of Electronics and Telecommunication Engineers (Delhi), Life Member of National Institute of Personnel Management (NIPM) Kolkata and also a Fellow Member of the Institution of Engineers (India).

List of other companies in which Directorships are held 1. Infinite Techhub Limited

2. Infinite Infocity Limited

3. Infinite Techworld Limited

4. Infinite Infopark Limited

5. Infinite Infoworld Limited


No. of Equity Shares held in the Company -


Chairman - Stakeholders Relationship Committee of the CompanyMember - Nomination & Remuneration Committee of the CompanyMember- Audit Committee of the Company

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Infinite Computer Solutions (India) LimitedRegd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi-110066

Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru-560066CIN: Website: E-Mail: L72200DL1999PLC171077 | www.infinite.com | [email protected]

Phone: Fax: +91 80 41930000, +91 11 46150845 | +91 80 41930009, +91 11 46150830

PROXY FORMFifteenth Annual General MeetingWednesday, September 24, 2014

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the member(s) : ………………………………...................................................................................................………………………………………………...

Registered Address : ………………………..................................................................................................………………………………………………………....

E-mail ID : …………………………..................................................................................................……………………………………………………….

DP ID - Client ID / Folio No. : ………………..................................................................................................………………………………..………………………...........

I/We being the member(s) ………….…............................................. shares of Infinite Computer Solutions (India) Limited, hereby appoint:

1. Name: ……….................................………… of ……….........................……… having E-mail ID …………........................................................……. Falling him/her;

2. Name: ….............……...................………… of ………..........................…….. having E-mail ID …….........................................................…………. Falling him/her;

3. Name: .............……...................…………… of ………….........................…… having E-mail ID ………….........................................................……. Falling him/her;

whose signatures are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Fifteenth Annual General Meeting of the Company to be held on Wednesday, the 24th day of September 2014 at 3.00 P.M. at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi-110003 and at any adjournment(s) thereof in respect of the resolutions as indicated below:

Signed this ……… day of …………….. 2014

Signature of the shareholder(s) ………...................… Signature of the Proxy Holder(s) …….....................…..….

Notes: *1 Please put a “X” in the Box in the appropriate column. If you leave 'For' or 'Against' column blank in respect of any or all of the resolutions, your proxy will be entitled to vote in the matter as he/she

thinks appropriate.

2. Proxy need not be a member of the Company. A person can act as proxy on behalf of for a maximum of 50 members and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Provided that a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

3. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Annual General Meeting.

Against*S. No. Resolution For*

Adoption of the the audited Balance Sheet as at March 31, 2014, Statement of Profit & Loss for the year ended as on that date together with Reports of Auditors and Directors thereon.

Declaration of dividend for the Financial Year ended March 31, 2014.

Re-appointment of Mr. Narendra Kumar Agrawal as a Director liable to retire by rotation.

Re-appointment of M/s Amit Ray & Co., Chartered Accountants as Statutory Auditors and to fix their remuneration.

Appointment of Mr. Ravindra Rama Rao Turaga as an Independent Director for a term of upto five years commencing from April 01, 2014.

Appointment of Mr. Ajai Kumar Agrawal as an Independent Director for a term of upto five years commencing from April 01, 2014.

Creating mortgage/ charge on the assets of the Company

1.

2.

3.

4.

5.

6.

7.

Affix Revenue Stamp

TM

Infinite Computer Solutions (India) LimitedRegd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi-110066

Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru-560066CIN: Website: E-Mail: L72200DL1999PLC171077 | www.infinite.com | [email protected]

Phone: Fax: +91 80 41930000, +91 11 46150845 | +91 80 41930009, +91 11 46150830

ATTENDANCE SLIPFifteenth Annual General MeetingWednesday, September 24, 2014

DP ID - Client ID / Folio No.: ……………………………….........................................................................................................................………………………………………

No. of shares held: ………………………………………......................................................................................................................………………………………

Name of the Member / Proxy: …………………......................................................................................................................……………………………………………………

Address of the Member: ……………………………….....................................................................................................................……………………………………..

I/We hereby record my/our presence at the Fifteenth Annual General Meeting of Infinite Computer Solutions (India) Limited on Wednesday, September 24, 2014 at 3.00 P.M. at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road, New Delhi-110003

Signature of Member / Proxy

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Annual Report 2013-1401

Global Presence

INDIA

BengaluruInfinite Computer Solutions (India) Ltd. Plot 157, EPIP Zone, Phase 2 Kundalahalli, Whitefield Bangalore-560066 Phone: +91-80-4193-0000 Fax: +91-80-4193-0009 GEIPL-SEZ, Global Axis, Block 2(A1), Upper Ground Floor Plot No. 152, EPIP 2nd Stage, Whitefield Bangalore-560066 Phone: +91-80-6799-8000 Fax: +91-80-6799-8009

DelhiInfinite Computer Solutions (India) Ltd. 155 Somdutt Chamber-ii 9 Bhikaji Cama Place New Delhi-110066 Phone: +9111-4615-0845/46/47 Fax: +91-11-4615-0830

GurgaonInfinite Computer Solutions (India) Ltd. Plot No. -21, Institutional Area Sector-44, Gurgaon Haryana-122001 Phone: +91-124-3301-800 Fax: +91-124-3301-867

HyderabadInfinite Computer Solutions (India) Ltd. Floor no: 2, Block no: 1 My Home Hub, Madhapur Hyderabad-500081 Phone: +9140-4402-1234

ChennaiInfinite Computer Solutions (India) Ltd. Unit 19, 22, & 24 SDF Buildings, Phase 1 MEPZ, Tambaram, Chennai-600045Phone: +91-44-4297-5900 Fax: +91-44-4297-5911

India Comnet International Private LimitedInfinite Computer Solutions (India) Ltd. Unit 45/46, Block 3 SDF Buildings, Phase I, MEPZ Tambaram, Chennai-600045Phone: +91-44-2262-1232 / 33 / 34.Fax: +91-44-2262-9696

USA

MarylandInfinite Computer Solutions Inc. 15201 Diamondback Dr Suite 125, Rockville MD - 20850, USA Phone: +1-301-355-7760 Fax: +1-301-330-8501

IllinoisInfinite Computer Solutions Inc. 1 Trans Am Plaza Drive, Suite 520 Oak Brook Terrace IL 60181, USA Fax: +1-630-678-9219

TennesseeInfinite Computer Solutions Inc. 9040 Executive Blvd, Suite 110 Knoxville, TN 37923 Phone: +1-865-394-9100

Infinite Convergence Solutions Inc.

Chicago3231N, Wilke Road, Arlington Heights, IL 60004 USA Phone: +1-224-764-3400

UNITED KINGDOMInfinite Computer Solutions LimitedNorthumberland House 11 The Pavement Popes Lane, Ealing London W5 4NG Phone: +44-20-8832-7474 Fax: +44-20-8832-7475

SINGAPOREInfinite Computer Solutions Pte. Ltd 20, Changi South Avenue 2 Singapore – 486547 Phone: +65-6221-1611 Fax: +65-6221-2925

MALAYSIAInfinite Computer Solutions Sdn. Bhd. Unit C-01-12A, SME Technopreneur Centre 2 2260 Jalan Usahawan 1 63000 Cyberjaya, Selangor Darul Ehsan Malaysia Phone: +60-38322-2800 Fax: +60-38313-7397

CHINAInfinite Computer Solutions (Shanghai) Co. Ltd. Suite 666-05, Building 2 No.351, Guoshoujing Rd. Zhangjiang High-Tech ParkShanghai Phone: +86-13817261980

HONG KONGInfinite Computer Solutions (India) Private Limited 21/F, Sunshine Plaza,353 Lockhart Road Wanchai, Hong Kong Phone: +852-36230838 Mobile: +852-92756057 Fax: +852-2782-1147

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Board of DirectorsSanjay Govil | ChairmanUpinder Zutshi | Managing Director & CEONarendra Kumar Agrawal| Non-Executive DirectorRavindra Rama Rao Turaga | Independent DirectorAjai Kumar Agrawal | Independent Director

Corporate Office & Development Center

#157, EPIP, Phase 2, Kundalahalli, Whitefield,Bengaluru – 560066, Karnataka, India.Ph: +91-80-4193-0000 Fax: +91-80-4193-0009

M/s Amit Ray & Co.,Chartered Accountants, 102/103, Third Cross,Silver Oak Garden, J.P Nagar, 7th Phase,Puttenahalli East, Bengaluru – 560078Karnataka, India.

AuditorsRegistered Office

155 Somdutt Chamber-II, 9 Bhikaji Cama Place, New Delhi – 110066, India.Ph: +91-11-4615-0845/6/7 Fax: +91-11-4615-0830

Company SecretaryRajat Kalra

Registrar & Share Transfer Agent

Bigshare Services Pvt. Ltd.E-2&3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (East), Mumbai – 400072, Maharashtra, India.Ph: +91-22-4043-0200 Fax: +91-22-2847-5207

Corporate Information

www.infinite.com

exciting times...infinite possibilities...

TM

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