To the Members
Your Board of Directors have pleasure in presenting their 18 Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe Financial Year ended March 31 2017.
FINANCIAL PERFORMANCE OF THE COMPANY
The Company has adopted Indian Accounting Standards (Ind AS) from April 01 2016 andaccordingly the financial results have been prepared in accordance with the AccountingStandards (Ind AS) as prescribed under section 133 of the Companies Act 2013 read withthe relevant rules issued thereunder and the other accounting principles generallyaccepted in India.
The financial performance of your Company for the year ended March 31 2017 along withprevious year's figures is given hereunder:
Consolidated Financials of the Company
Rs in Million
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Total Sales and Income ||23782.62 ||21241.00 |
|Total Expenses ||21753.84 ||19179.82 |
|Total Income before Tax & Depreciation ||2028.78 ||2061.18 |
|Depreciation ||377.25 ||477.47 |
|Profit/(Loss) before Tax (PBT) ||1651.53 ||1583.71 |
|Profit/(Loss) after Tax (PAT) ||1208.84 ||1210.34 |
|Total Comprehensive Income ||1223.05 ||1219.70 |
Standalone Financials of the Company
Rs in Million
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Total Sales and Income ||3928.12 ||4425.68 |
|Total Expenses ||2603.65 ||3126.97 |
|Total Income before Tax & Depreciation ||1324.47 ||1298.71 |
|Depreciation ||144.11 ||157.62 |
|Profit/(Loss) before Tax (PBT) ||1180.36 ||1141.09 |
|Profit/(Loss) after Tax (PAT) ||918.11 ||950.03 |
|Total Comprehensive Income ||926.38 ||947.96 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
Consolidated revenue for the fiscal year 2017 was 23782.62 Million which was increasedby 11.97% in compared to the previous year. Net Profit before tax was 1651.53 Million(previous year 1583.71 Million) and Net Profit after tax was 1208.84 Million which was
decreased by 0.12% over the previous year.
The Consolidated financial statements of your Company for the financial year 2016-17are prepared in compliance with the applicable provisions of the Companies Act 2013Accounting Standards and Securities and Exchange Board of India (Listing Obligations &Disclosure Requirements) Regulations 2015 as prescribed. The consolidated financialstatements have been prepared on the basis of Audited Financial Statements of the Companyand its subsidiaries as approved by their respective Board of Directors.
Standalone revenue for the fiscal year 2016-17 was 3928.12 Million (previous year4425.68 Million). Profit before tax was 1180.36 Million which has increased by 3.44%compared to the previous year and Net Profit after tax was 918.11 Million.
A separate statement containing the salient features of Financial Statements of allsubsidiaries of your Company forms part of the Consolidated Financial Statements incompliance with the section 129 and other applicable provisions if any of the CompaniesAct 2013. The financial statements of the subsidiary companies and related informationare available for inspection by the members at the Registered Office of your Companyduring the business hours except Saturdays Sundays and public holidays upto the date ofAnnual General Meeting (AGM) as required under section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said Financial Statements may write to theCompany Secretary at the Registered Office of your Company. The Financial Statementsincluding the Consolidated Financial Statements and all other documents required to beattached to this report have been uploaded on the website of your Company(www.infinite.com).
The financial performance of each of the subsidiaries in the Consolidated FinancialStatements of your Company is set out in the Annexure - A to this Annual Report (Page No.17) Additional details of the performance and operations of the subsidiaries along withthe details of the acquisitions and investments made by your Company and its subsidiariesduring the Financial Year are set out in the Management Discussion and Analysis which alsoforms part of this Annual Report.
b. Associate & Joint Venture
As on March 31 2017 the Company doesn't have any associate or joint venture.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the Company's global business during the year under review as well as businessoutlook along with a discussion on the operations performance future outlook of theCompany and its business internal controls and risk management which is given asAnnexure B (Page No. 18)
DIVIDEND & TRANSFER TO RESERVES
After careful assessment of the funds required by the Company for expansion yourDirectors have not recommended any dividend for the Financial Year ended March 31 2017.Accordingly during the said year no amount has been transferred to the Reserves.
Your Company has not accepted any deposits within the meaning of section 73 and 74 ofthe Companies Act 2013 read with Companies
(Acceptance of Deposits) Rules 2014 during the year under review.
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance is given as a separate section titled "Reporton Corporate Governance" which forms part of this Annual Report along with theCertificate from the Statutory Auditors of the Company regarding compliance with theCorporate Governance requirements as stipulated under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
CHANGES IN CAPITAL STRUCTURE
a. Buy-back of Securities
The Board of Directors of the Company in their meeting held on October 12 2016approved the proposal for Buy-back of upto a total consideration not exceeding 150 Croresat a price not exceeding 270/- per equity share of face value 10/- each through the stockexchanges under Tender Offer route. The shareholders of the company approved the aforesaidBuy-back through Postal Ballot the result of which were announced by the Company onDecember 09 2016.
The Buy-back opened on February 10 2017 and closed on February 23 2017 and thesettlement was made by Bombay Stock Exchange (BSE) on March 06 2017. The number of equityshares bought back under the scheme was 5660000 at a price of 265/- per equityutilizing a total amount of 149.99 Crores.
The paid-up equity share capital of the Company after the extinguishment of sharesbought back stood at 330.46 Million comprising of 33046459 equity shares of 10/- each.
b. Allotment of Shares
Your Company has not allotted any shares during the year under review.
c. Sweat Equity/Bonus Shares
Your Company has not issued any Sweat Equity or Bonus Shares during the year underreview.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material change in the nature of business of the Company which haveoccurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
Change in the Nature of Business
During the financial year ended March 31 2017 there has been no material change inthe nature of the business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of section 152(6) of the Companies Act 2013 Mr. Sanjay Govilwill retire at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. th
Brief resume and other details relating to Mr. Sanjay Govil who is to be re-appointedis furnished in the Notice convening the 18
Annual General Meeting of the Company.
b. Key Managerial Personnel
Mr. Upinder Zutshi Managing Director & CEO Mr. Sanjeev Gulati Executive VicePresident & CFO and Mr. Rajesh Kumar Modi Company Secretary of the Company are theKey Managerial Personnel (KMP) as per the provisions of section 203 of the Companies Act2013.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL &
PARTICULARS OF EMPLOYEES
In accordance with section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued thereunder and SEBI (Listing Obligations& Disclosures Requirements) Regulations 2015 the Board of Directors at their meetingheld on November 13 2014 formulated the Nomination & Remuneration Policy of yourCompany which was further amended on February 14 2017 on recommendation from Nomination& Remuneration Committee. The salient features and terms of reference are covered inthe Corporate Governance Report which forms integral part of this Report.
The particulars of remuneration of employees/Directors as required under section 197 ofthe Companies Act 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out inAnnexure C of this Annual Report. (Page No. 24)
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with section 134(3)(c) of the Companies Act 2013 your Directors confirmthat:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper
explanation relating to material departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
COMPOSITION OF BOARD/COMMITTEE & MEETINGS
The details of the composition of the Board and its Committees along with details ofthe number of meetings and attendance thereon are provided in the Corporate GovernanceReport which forms an integral part of the Annual Report. The Company has accepted allrecommendations of the Audit Committee during the year.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as provided under the provisions of theCompanies Act 2013 read with the Schedule IV of the Act and the Rules issued thereunderas well as the SEBI (Listing Obligations & Disclosures Requirements) Regulations2015.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES & DIRECTORS
Your Company conducted the performance evaluation of the Board its Committees andDirector. The details of which are provided
under Corporate Governance Report which form a part of this Report.
EMPLOYEE STOCK OPTION PLAN
The details required to be provided under the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 andSEBI (Share Based Employee Benefits) Regulations 2014 are set out in the Annexure - D andforms an integral part of this Annual Report (Page No. 26). As on March 31 2017 thetotal outstanding options was NIL.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 the extract of Annual Return of theCompany for the financial year ended March 31 2017 is provided as the Annexure E of thisAnnual Report. (Page No. 28)
AUDITORS & AUDITORS' REPORT
a. Statutory Audit
M/s. Amit Ray & Co. Chartered Accountants were appointed as Statutory Auditors fora period of 3 Financial Years i.e. 2014-15
2015-16 and 2016-17 by the shareholders in the 15 Annual General Meeting of the Companyheld on September 24 2014subject to ratification of appointment at every Annual GeneralMeeting.
Since the term of M/s. Amit Ray & Co; Chartered Accountants is valid upto the dateof 18 AGM of the Company to be held in 2017 the Board of Director of the Company haverecommended for the approval of shareholders at the 18 AGM of the company the appointmentof M/s. HDSG & Associates Chartered Accountants as Statutory Auditors of thecompany for a period of 5 years w.e.f. the date of 18 AGM till 23 AGM of the Company tobe held in the year 2022.
M/s. HDSG & Associates Chartered Accountants have confirmed their eligibility andwillingness to accept the office of the Statutory Auditors if ratified by theshareholders at every Annual General meeting of the Company and as per the applicableprovisions of the Companies Act 2013.
Further the Auditors' Report being self-explanatory does not call for any furthercomments by the Board of Directors. No fraud was detected by the Auditors during the yearunder review.
b. Secretarial Auditors & its Report
Your Company had appointed M/s. HBP & Co. Company Secretaries Bengaluru toconduct Secretarial Audit of your Company for the year 2016-17 pursuant to the provisionsof section 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report is annexedherewith as Annexure F to this Annual Report. (Page No. 35). It does not contain anyadverse remarks or qualifications.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In terms of section 135 and Schedule VII of the Companies Act 2013 your Company haveconstituted a CSR Committee comprising of majority of Non Executive Independent Director.With a view to help growth of the society and the company at large your company hasadopted Corporate Social Responsibility (CSR) policy as a tool for sustainable growth ofthe society. Pursuant to the provisions of section 135 of the Companies Act 2013 &Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 read withvarious clarifications issued by Ministry of Corporate Affairs the Company has undertakenactivities as per the CSR Policy and details are contained in the Annual Report on the CSRactivities as provided under Annexure G. (Page No. 38).
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board of your Company is responsible for establishing and maintaining adequatefinancial controls as per the provisions of section 134 of the Companies Act 2013. TheBoard has laid down policies and processes in respect of internal financial controls andensures the controls to be adequate and operating efficiently.
These controls cover the policies and procedures adopted by the Company for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding of its assets of the Company prevention and detection of itsfrauds and errors accuracy and completeness of accounting records and timely preparationof reliable financial information.
The Company has an internal control system commensurate with the size scale andcomplexity of its operation. The scope and authority of the Internal Audit function isclearly defined by the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.The Internal Auditors monitors and evaluates the efficacy and adequacy of internal controlsystem of the company its compliance with applicable laws/regulations accountingprocedures and policies. Based on the report of the Internal Auditors corrective actionare undertaken and thereby strengthen the controls. Significant audit observations andaction plan are presented to the Audit Committee of the Board on quarterly basis.
RISK MANAGEMENT POLICY
The Board of Directors at their meeting held on November 13 2014 approved the RiskManagement Policy of the Company. The policy framed to identify evaluate business risksand opportunities. This framework seeks to create transparency minimum adverse impact onthe business objectives and enhance the Company's competitive advantages. The Company hasidentified various risks and also has mitigation plans for each risk identified.
RELATED PARTY TRANSACTIONS
During the year under review your Company has entered into transactions with therelated parties as defined under section 2(76) of the Companies Act 2013 read with theCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013. The particulars of such transactions entered are set out in the FormAOC 2 as provided under Annexure H of this Annual Report. (Page No. 40)
The policy on materiality of related party transactions as approved by the Board isuploaded on the website of the Company
Related Party disclosures have been disclosed in the notes to the Standalone FinancialStatements forming integral part of Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
The particulars of Loans guarantees or investments under section 186 of the CompaniesAct 2013 have been disclosed in the
Your Company has established a vigil mechanism and formulated a Whistle Blower Policyas per the provisions of section 177 of the Companies Act 2013 and in line withRegulation 22 of SEBI (Listing Obligations & Disclosures Requirements) Regulations2015.The Policy provides the framework and processes through which the employees canexpress their genuine concerns. It also provides adequate safeguards against victimizationof employees against any kind of discrimination harassment or any unfair practice beingadopted against them.
The Whistle Blower Policy as adopted by the Company can be accessed through thefollowing:
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has a policy on Prohibition/Prevention of Sexual Harassment of Women atworkplace and matters connected therewith or incidental covering thereto all the aspectsas contained in "The Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2003. Your Company is committed to provide and promote safe healthyand congenial atmosphere irrespective of gender caste creed or social class of theemployees. During the year the Company did not receive any complaints under the said Act.
SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by any of the Regulators or Courts ortribunals impacting the going concern status of
the Company and its operations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required under
section 134 (3) of the Companies Act 2013 read with Companies (Accounts) Rules 2014is furnished herein.
Your Company strives to conserve energy on a perpetual basis. Your Company has procuredvarious energy saving devices and systems which help in conserving energy. Bulk of theelectric fixtures is equipped with electronic ballast which has resulted into asignificant savings in the energy cost. Your Company has reduced excessive illuminationlevels in all common areas by using switching or delamping and aggressively controlledlighting with new sensor technologies. Apart from this your Company has installed LEDlighting in common areas and other places wherever possible. Efforts were made to ensurethat there is no cool air leakage from its premises and have adopted measures to ensureoptimum usage of air conditioners throughout its premises. As your Company has not enteredinto technical collaboration with any entity there are no particulars relating totechnology absorption.
Foreign Exchange Earnings and Outflows
i. Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services
and export plans.
During the year a substantial portion of the revenue of the Company was derived fromexports. The Company has 19 sales offices spread over USA Europe and APAC. These officesare staffed with sales and technical staff for furthering the company's sales to overseascustomers.
ii. Foreign Exchange earnings and outgo
The information on Foreign Exchange earnings & outgo is included in Note 28 (O) ofthe Notes to Accounts to the Balance Sheet.
Your Directors place on record their sincere thanks to our clients partners vendorsbankers business associates consultants and various Government Authorities for theircontinued support extended to your Company during the year under review. Your Directorsalso acknowledge the grateful support and confidence of the shareholders reposed in theCompany and look forward the same in the future.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- || |
|Upinder Zutshi ||Ajai Kumar Agrawal || |
|Managing Director & CEO ||Director ||Place : Bengaluru |
|(DIN:01734121) ||(DIN: 00619358) ||Date : May 23 2017 |