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Infibeam Avenues Ltd.

BSE: 539807 Sector: IT
NSE: INFIBEAM ISIN Code: INE483S01020
BSE 13:18 | 18 Feb 38.05 -1.45
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NSE 13:09 | 18 Feb 38.15 -1.30
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OPEN 40.30
PREVIOUS CLOSE 39.50
VOLUME 910234
52-Week high 242.80
52-Week low 27.65
P/E
Mkt Cap.(Rs cr) 2,524
Buy Price 38.00
Buy Qty 4432.00
Sell Price 38.10
Sell Qty 8212.00
OPEN 40.30
CLOSE 39.50
VOLUME 910234
52-Week high 242.80
52-Week low 27.65
P/E
Mkt Cap.(Rs cr) 2,524
Buy Price 38.00
Buy Qty 4432.00
Sell Price 38.10
Sell Qty 8212.00

Infibeam Avenues Ltd. (INFIBEAM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 8th Annual Report of the Company togetherwith the Audited Financial Statements for the Financial Year ended on March 31 2018.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended on March 31 2018 issummarised below:

(Rs. In million)

Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Revenue from Operations 3058.60 531.45 8393.20 4413.41
Other Income 269.50 361.15 313.30 163.61
Total Income 3328.10 892.60 8706.50 4577.02
Total Expenditure other than Finance Cost Depreciation and Tax 2460.40 335.34 6826.00 3746.75
Operating Profit / (Loss) before Finance Cost Depreciation and Tax 867.70 557.26 1880.50 830.27
Less: Finance Cost 36.80 32.82 57.30 42.64
Less: Depreciation and amortisation expenses 432.60 63.27 664.30 224.78
Profit / (Loss) before Tax 398.30 461.17 1158.90 562.85
Less: Tax 263.50 459.39 270.60 127.51
Profit before share in profit/(Loss) in associate 134.80 1.78 888.30 435.34
Share of profit / (Loss) of Associate - - (6.90) -
Profit for the period 134.80 1.78 881.40 435.34
Other comprehensive income/(Expenses) [net of tax] 0.50 2.67 1.70 3.20
Items that will not be reclassified to Profit or loss net of tax 0.50 2.67 1.70 3.20
Total comprehensive income/(Expenses) for the period 135.30 4.45 883.10 438.54
Add: Balance brought forward from previous year (145.64) (150.09) (364.79) (809.07)
Add / (Less): on account of Consolidation Adjustment - - (11.66) -
Add / (Less): Share of minority - - 1.10 5.74
Profit available for appropriation (10.34) (145.64) 507.75 (364.79)
Transfer to General Reserve - - - -
Transfer to Debenture Redemption Reserve - - - -
Excess Losses pertaining to minority - - - -
Dividend on Equity Shares (54.11) - (54.11) -
Tax on Dividend (11.36) - (11.36) -
Balance carried over to Balance Sheet (75.81) (145.64) 442.28 (364.79)

Note: The figures for the previous periods have been regrouped / recast wherevernecessary to make them comparable with the figures for the current periods.

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE –

During the financial year 2017-18 net revenue from operations on standalone basisincreased to ` 3058.60 Million as against ` 531.45 Million in the previous year – agrowth of 476%. Expense as a percentage to revenue from operations increased to 80% (`2460.40 Million) as against 63% (` 335.34 Million) in the previous year.

The Profit for the period is ` 134.80 Million against ` 1.78 Million in theprevious financial year a growth of 7473%.

Net revenue from operations on consolidated basis increased to ` 8393.20 Million asagainst ` 4413.41 Million in the previous year – a growth of 90%. The Profit for theperiod is ` 881.40 Million against ` 435.34 Million in the previous year – a growthof 102%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2017-18are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules made thereunder applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "Listing Regulations"). The Consolidated Financial Statements havebeen prepared on the basis of audited financial statements of your Company itssubsidiaries (including step down subsidiaries) and associate companies as approved bytheir respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form partof this Annual Report.

4. DIVIDEND

During the year under review the Company has declared and paid to shareholders aninterim dividend of ` 0.10 per share of ` 1/-each fully paid up in month of March 2018.In addition the Directors have recommended payment of final dividend for the financialyear 2017-18 of ` 0.10/- per share of ` 1/- each fully paid up for the approval of theshareholders at the ensuing Annual General Meeting of the Company. The dividendrecommended if approved by the members will be paid to members within the periodstipulated by the Companies Act 2013. The aggregate dividend for the year will amount to` 0.20/- per share of ` 1/- each fully paid up.

The details of the unclaimed dividends are available on the Company’s website atwww.ia.ooo.

The Dividend Distribution Policy of the Company is set out as Annexure – A and thesame is uploaded on the Company’s website i.e. www.ia.ooo.

5. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to general reserve.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.

7. STATUS OF SCHEME OF AMALGAMATION

The Hon’ble National Company Law Tribunal Ahmedabad Bench ("NCLT") hadsanctioned the Scheme of Amalgamation between Avenues (India) Private Limited("Transferor Company") with your Company ("Transferee Company") andtheir respective shareholders and creditors ("Scheme") pursuant to theprovisions of Sections 230-232 and other applicable provisions of the Companies Act 2013read with rules made thereunder. The Scheme was approved by the shareholders secured andunsecured creditors of the Company with requisite majority on March 15 2018.

A copy of the Order sanctioning the Scheme was issued to the Company by theHon’ble NCLT on May 7 2018 and certified true copy was received on May 9 2018. Thesaid Scheme has been made effective from May 10 2018 with appointed date of April 12017 on receipt of all the requisite approvals. As per the Order sanctioning the Schemeall the assets and liabilities pertaining to Avenues (India) Private Limited situated atMumbai Gujarat and any other place transferred and vested to the Transferee Company.

In terms of the above Scheme Transferee Company was required to issue and allot toeach member of the Transferor Company in the following ratio: 2600 (Two ThousandSix Hundred) fully paid Equity Shares of ` 1/- each of Transferee

Company credited as fully paid for every 100 (One Hundred) Shares of ` 10/- each heldin Transferor Company.

Accordingly the Board of Directors of your Company had on May 30 2018 allotted EquityShares to the members of the Transferor Company in the above mentioned ratio.

The financial statements of this subsidiary were merged with the financial statementsof your Company.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review the following changes have taken place in subsidiary /associates:

Subsidiary companies formed/acquired:

NSI Infinium Global Private Limited a wholly owned subsidiary of the Companyacquired 51% stake in DRC Systems India Private Limited. DRC Systems India Private Limitedis a step-down subsidiary of your Company.

Your Company acquired control in Avenues (India) Private Limited.

Post Amalgamation of Avenues (India) Private Limited with your Company AvenuesInfinite Private Limited which was subsidiary of Avenues (India) Private Limited andassociate of your Company is now the wholly owned subsidiary of your Company.

Companies ceasing to be subsidiary companies/ ceased operations:

Avenues (India) Private Limited merged with the Company by virtue of order dated May07 2018 of the Hon’ble National Company Law Tribunal ("NCLT") AhmedabadBench. The appointed date for the Scheme of amalgamation was April 1 2017.

Associate Companies:

Post Amalgamation of Avenues (India) Private Limited with your Company AvenuesPayments India Private Limited which was Associate of Avenues (India) Private Limited isnow the Associate of your Company.

After the close of financial year Infibeam Global EMEA FZ-LLC the wholly ownedsubsidiary of your Company based in Dubai acquired 100% Shareholding of VavianInternational Limited a Company formed and registered in Dubai. Vavian InternationalLimited is now step down wholly owned subsidiary Company.

Pursuant to Section 129 (3) of the Companies Act 2013 and Ind - AS 110 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company include the financial statements of its subsidiaries and associates.

A separate statement containing the salient features of the financial performance ofsubsidiaries and associate in the prescribed form AOC 1 is annexed to the Directors’Report as Annexure - B and forms part of this report. The Audited Consolidated financialstatements together with Auditors’ Report forms an integral part of the AnnualReport.

The Policy for determining material subsidiaries is available on the Company websitei.e. www.ia.ooo. In terms of provisions of Section 136 of the Companies Act 2013separate audited accounts of the subsidiary Companies shall be available on website of theCompany at www.ia.ooo. The Company will make available physical copies of these documentsupon request by any shareholder of the Company/ subsidiary interested in obtaining thesame. These documents shall also be available for inspection by any Member of the Companyat the Registered Office of the Company during business hours between 11.00

A.M. to 2.00 P.M. on all working days of the Company (Except Saturday Sundays andPublic holiday) up to the date of the Annual General Meeting.

9. PUBLIC DEPOSITS

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 and any other provision of the Companies Act 2013 read withrules made there under.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every Annual GeneralMeeting (AGM). Consequently Mr. Malav

Mehta (DIN: 01234736) Director will retire by rotation at the ensuing AGM and beingeligible offers himself for re-appointment in accordance with provisions of the CompaniesAct 2013.

Mr. Piyushkumar Sinha (DIN: 00484132) was appointed as an Additional Director(Non-Executive Independent Director) of the Company with effect from

February 14 2018. In accordance with the provision of Companies Act 2013 Mr.Piyushkumar Sinha is being appointed as an Independent Director to hold office as per thetenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of theCompany.

Mr. Vishwas Patel (DIN: 00934823) was appointed as an Additional Director(Non-Executive Director) of the Company by Board at its meeting held on February

14 2018 and on recommendation of the Nomination and Remuneration Committee the Boardapproved to change his designation to Executive Director and also approved the appointmentand payment of remuneration as an Executive Director designated as a Director of theCompany for period of 5 years with effect from August 14 2018 subject to approval of themembers at the ensuing Annual General Meeting.

The Board of Directors on recommendation of the

Nomination and Remuneration Committee has re-appointed Mr. Vishal Mehta (DIN:03093563)as Managing Director of the Company for a period of

5 (five) years with effect from February 01 2018 subject to approval of the membersat the ensuing Annual General Meeting.

Brief details of Directors proposed to be appointment/ re-appointment as required underRegulation 36 of the SEBI LODR are provided in the Notice of the Annual General Meeting.

None of the Directors of the Company have resigned from the office of Director of theCompany during the year.

The Company has received necessary declaration from all the Independent Directorsconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013 and the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).

Mr. Vishal Mehta Managing Director Mr. Hiren Padhya Chief Financial Officer and Mr.Shyamal Trivedi Vice President & Company Secretary are the Key Managerial Personnelof your Company in accordance with the provisions of Sections 2(51) 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s) or re-enactment(s) for the time beingin force). During the year there was no change (appointment or cessation) in the officeof KMP.

11. DIRECTOR’S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit of the Company for the year ended on March 31 2018;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2017-18 6 (Six) Board meetings were held. For details of themeetings of the board please refer to the Corporate Governance Report which forms partof this report.

13. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. www.ia.ooo.

14. BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors.

The annual performance evaluation of the Board its Committees and each Director hasbeen carried out for the financial year 2017-18 in accordance with the framework. Thedetails of evaluation process of the Board its Committees and individual Directorsincluding Independent Directors have been provided under the Corporate Governance Reportwhich forms part of this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report for the year under review asstipulated under the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 ("Listing Regulations") is presented in a separatesection forming part of the Annual Report.

16. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Practicing Company Secretaries onits compliance forms part of this Report as Annexure - C.

17. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by the Company on the environmental social andgovernance forms part of this Report as Annexure - D.

18. SUB-DIVISION OF SHARES

The sub-division of equity shares of your Company from face value of ` 10/- each toface value of ` 1/- each ("Stock Split") and consequent alteration in CapitalClause of Memorandum of Association of your Company was approved by the Members on August11 2017 at the Extra Ordinary General Meeting. The ‘Record Date’ for thepurpose of ascertaining the Members entitled to receive the said sub-divided equity shareswas fixed by the Board as September 1 2017. Subsequently your Company has issued ten(10) sub-divided equity shares of ` 1/- each in lieu of one (1) equity share of ` 10/-each to the eligible Members of the Company. In case of Members holding equity shares ofyour Company in physical form the Company without requiring the surrender of old sharehas directly issued and dispatched the new share certificate(s) for the sub-divided equityshares of ` 1/- each. The said new share certificate(s) certificate(s) were issued inlieu of the old share which were deemed to have been automatically cancelled and be of noeffect. In the case of equity shares of the Company held in dematerialised form thesub-divided equity shares have been duly credited to the respective beneficiary accountsof the Members with the respective Depository Participants as per the existing creditsrepresenting the equity shares of the Company.

In view of the aforesaid Stock Split the number of equity shares of your Company andprice of underlying equity share in the stock markets has been correspondingly adjusted bythe Stock Exchanges where your Company’s shares are listed i.e. the BSE

Limited and the National Stock Exchange of India Limited.

19. CHANGE IN SHARE CAPITAL

During the Financial Year 2017-18 the total issued and paid-up equity share capital ofthe Company as on March 31 2018 has been increased from ` 538.94 million to `542.78 million pursuant to the allotment of 384419 equity shares.

The paid up Equity Share Capital as on March 31 2018 was ` 542783390 divided into542783390 equity shares of ` 1/- each and as on date ` 663392240 divided into663392240 equity shares of ` 1/- each.

20. ALLOTMENT OF EQUITY SHARES

The Company during the Financial Year 2017-18 after obtaining necessary approvalshas allotted1. 384419 Equity Shares of ` 10/- each on May 30 2017 to its eligibleemployees of the Company & its subsidiaries under both the Schemes - Employees StockOption Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue the Equity

Share Capital of the Company stood at ` 542.78 million.

The Company after the closing of Financial Year 2017-18 after obtaining necessaryapprovals has allotted1. 119860000 Equity Shares of ` 1/- each on May 30 2018 tothe Shareholders of Avenues (India) Private Limited pursuant to the Scheme of Amalgamationas approved by the Hon’ble National Company Law Tribunal Ahmedabad Bench vide itsorder dated May 7 2018. After the issue the Equity Share Capital of the Company stood at` 662.64 million.2. 748850 Equity Shares of ` 1/- each on July 6 2018 to its eligibleemployees of the Company & its subsidiaries under both the Schemes - Employees StockOption Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue the EquityShare Capital of the Company stood at ` 663.39 million.

21. PREFERENTIAL ISSUE OF WARRANTS

The Company after obtaining necessary approvals has issued and allotted 2145002fully convertible warrants to TV18 Broadcast Limited on March 29 2018 convertible into2145002 equity shares of ` 1/- each of the Company at a price of 186.48/- (includingpremium) per warrant on a preferential basis. The said convertible warrants areexercisable within a period of 18 months from the date of its allotment.

There are no material variations between the projections and actual utilisation of thefunds raised through Preferential Issue by the Company during the year 2017-18.

22. CREDIT RATING:

On April 16 2018 ICRA Limited ("ICRA") the Credit Rating Agency hasassigned long term rating of [ICRAl A+ (Stable) (pronounced as ICRAA plus) with a stableoutlook for the purpose of bank facilities of the Company.

23. CHANGE IN THE NAME OF THE COMPANY:

The name of the Company was changed from

"Infibeam Incorporation Limited" to "Infibeam AvenuesLimited" with effect from July 23 2018. The Change of name is consequent toreflect the Company’s merger with one of India’s leading payments servicesprovider Avenues (India) Private Limited. Our corporate website has also been renamedfrom www.infibeam.ooo to www.ia.ooo and also the general / corporate / investors’email id of the Company has been changed from ir@infibeam.ooo to ir@ia.ooo.

24. CHANGE IN THE NATURE OF BUSINESS:

Basic nature of business of the Company remains same and there is no change inbusiness. However the Company has expanded and diversified its scope of operations toOnline Payment Gateway online reservation solution for hotels online event and admissioncollection solution etc. The Members of the Company at its Extra-Ordinary General Meetingheld on June 28 2018 approved to supplement the existing main objects clause byre-stating / elaborating main objects of the Company and deleted other objects of theCompany.

25. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review the Company with the approval of Members through postalballot effective September 25 2017 the Registered and Corporate Office of the Companywas shifted to 28th Floor GIFT Two Building Block No. 56 Road 5C Zone - 5 GIFT CITYGandhinagar Taluka & District - Gandhinagar 382 355 Gujarat India.

26. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per theprovision of the SEBI Listing Regulations and the Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee are provided in the CorporateGovernance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report as Annexure – E.

The CSR policy is available on your Company’s website www.ia.ooo.

28. AUDITORS

I. STATUTORY AUDITORS

M/s. S R B C & Co. LLP Chartered Accountants were appointed at the Annual GeneralMeeting held on September 15 2016 as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the Financial Year2020-21. Your Company has received letter from M/s. S R B C & Co. LLP CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013 read with rules made disqualifiedthereunder and that they are not for such appointment.

On recommendation of Audit Committee the Board of Directors appointed of M/s. Shah& Taparia Chartered Accountant (Firm Registration No. – 109463W) as the JointStatutory Auditor for a period of five (5) years i.e. from conclusion of this AnnualGeneral Meeting till the conclusion of 13th Annual General Meeting to be held in thecalendar year 2023 subject to approval of the members at the ensuing Annual GeneralMeeting.

M/s. B S R & Associates LLP Chartered Accountants were appointed at the AnnualGeneral Meeting held on September 30 2014 as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the Financial Year2018-19. However vide their letter dated March 15 2018 they expressed their inability tocontinue as Statutory Auditors of your Company and the Board of Directors accepted theirresignation.

Your Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rule issued thereunder (including any statutory modification (s) orre-enactment(s) for the time being in force) from both M/s S R B C & Co. LLP and M/s.Shah & Taparia.

Statutory Auditors’ Report

During the period under review no incident of frauds was reported by the StatutoryAuditors pursuant to Section 143 (12) of the Companies Act 2013. The Auditors’Report is enclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany at its meeting held on May 30 2018 has appointed M/s. SPANJ & AssociatesCompany Secretaries as the Secretarial Auditor to conduct an audit of the secretarialrecords for the Financial Year 2018-19.

Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. SPANJ & Associates Company Secretaries. The saidReport is attached with this Report as Annexure – F.

There are no remarks / qualification in the Secretarial Audit Report hence noexplanation has been offered.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 the Companies Act 2013 read with the rulesmade there under the extract of Annual Return of the Company in form MGT-9 is enclosed asAnnexure - G to this report.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2018 are set out in Note 26 to the Standalone Financial Statementsforming part of this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm’slength basis.

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered ‘material’ (i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. Accordingly there are no transactions that arerequired to be reported in form AOC-2. However you may refer to Related

Party transactions in Note No. 26 of the Standalone Financial Statements.

32. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure -H which forms part of thisreport.

The statement containing particulars of employees as required under Section 197 (12) ofthe Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the Report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company till the date of the ensuing AnnualGeneral Meeting during business hours on working days of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.

33. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle BlowerPolicy in accordance with provisions of the Act and Listing Regulations to provide aformal mechanism to the Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company’s Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee. The policy of vigil mechanism is available on theCompany’s website at www.ia.ooo.

34. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitised and embedded in the business processes. Assurance on theeffectiveness of internal financial controls is obtained through management reviewscontrol self-assessment continuous monitoring by functional experts as well as testing ofthe internal financial control systems by the internal auditors during the course of theiraudits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.

35. RISK MANAGEMENT

The Company has a Risk Management Policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedby assessing the threats and opportunities that will impact the objectives set for theCompany as a whole. The Policy is designed to provide the categorisation of risk intothreat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

36. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the year 703450 options were granted to eligible employees of the Company interms of Employees Stock Option Plan.

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations"). The Company has received a certificate from the Auditorsof the Company that the Schemes are implemented in accordance with the SBEB Regulations.The certificate would be available at the Annual General Meeting for inspection bymembers. The applicable disclosures as stipulated under SBEB Regulations with regard toEmployees Stock Option Plan of the Company are available on the website of the Company atwww.ia.ooo.

37. EMPLOYEE SAR SCHEME

The Board of Directors of the Company at its meeting held on July 13 2017 and membersin the Extra

Ordinary General Meeting held on August 11 2017 have approved the Infibeam StockAppreciation Rights Scheme 2017 (‘Scheme’) as per SEBI (Share Based EmployeeBenefits) Regulation 2014 for employees of the Company as well as for SubsidiaryCompanies and also to set up Infibeam Employees Welfare Trust ("Trust") for theimplementation of Scheme to acquire the Equity Shares from secondary market by the Trust.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations"). The Company has received a certificate from the Auditorsof the Company that the Scheme is implemented in accordance with the SBEB Regulations. Thecertificate would be available at the Annual General Meeting for inspection by members.The applicable disclosures as stipulated under SBEB Regulations with regard to EmployeesStock Option Plan of the Company are available on the website of the Company atwww.ia.ooo.

38. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The disclosures to be made under Section 134(3)(m) of the Companies Act 2013 read withrule 8 (3) of the Companies (Accounts) Rules 2014 by the Company are as under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce its energy consumptionthrough business operations of the Company which are not energy intensive. Some of themeasures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the AirConditioning system.

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. TheCompany has adequate members in Technology development functions and keep updating thechanges in technology.

iii) Foreign Exchange earnings and outgo

Further during the year under review details of foreign exchange earnings and outgoare as given below:

(Rs. In million)
Particulars Financial Year 2017-18 Financial Year 2016-17
Earning in Foreign Currencies 592.41 249.78
Expenditure in Foreign Currencies 38.06 40.23

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under the policy. Nocomplaint has been received by the Company under this Policy during the year 2017-18.

The Company is committed to providing a safe and conducive work environment to all ofits employees and associates.

40. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct. The Code of Conduct of Board ofDirectors is also available on your Company’s website www.ia.ooo.

41. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

42. OTHER DISCLOSURES

The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

The Audit Committee comprises namely Mr. Keyoor Bakshi (Chairman) Mr. Vishal Mehtaand Mr. Roopkishan Dave. During the year all the recommendations made by the AuditCommittee were accepted by the Board;

The Managing Director of the Company has not received any remuneration orcommission from any of Companies’ subsidiary;

The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

• As observed by the Statutory Auditors the Company had maintained proper recordsof its Fixed Assets situated at the Corporate Office.

However certain records of Fixed Assets situated at the office of Avenues (India)Private Limited (since merged with the Company) were not updated. However such recordswere duly updated while taking over the assets of Avenues (India) Private Limited on theeffective date of the merger i.e. May 10 2018. Thus while the assets of Avenues (India)Private Limited are included on the date of Balance Sheet of the Company i.e.

March 31 2018 the updation of records and its verification was done subsequent to thedate of balance sheet. No discrepancies were observed . while carrying out suchverification

43. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsrating agencies stock exchanges depositories auditors legal advisors consultantsbusiness associates and all the employees with whose help cooperation and hard work theCompany is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the clients of theCompany and all its shareholders.

For and on behalf of Board of Directors
Ajit Mehta
Place: Gandhinagar Chairman
Date: September 4 2018 [DIN: 01234707]