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Infibeam Avenues Ltd.

BSE: 539807 Sector: IT
NSE: INFIBEAM ISIN Code: INE483S01020
BSE 00:00 | 29 Sep 14.00 -0.40
(-2.78%)
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14.55

HIGH

14.80

LOW

13.85

NSE 00:00 | 29 Sep 14.00 -0.35
(-2.44%)
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14.50

HIGH

14.85

LOW

13.85

OPEN 14.55
PREVIOUS CLOSE 14.40
VOLUME 461830
52-Week high 26.50
52-Week low 12.50
P/E 45.16
Mkt Cap.(Rs cr) 3,747
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.55
CLOSE 14.40
VOLUME 461830
52-Week high 26.50
52-Week low 12.50
P/E 45.16
Mkt Cap.(Rs cr) 3,747
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infibeam Avenues Ltd. (INFIBEAM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 11th Annual Reportof the Company together with the Audited Financial Statements for the Financial Year endedon March 31 2021.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended on March 312021 is summarised below: (Rs. in Million)

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
(FY 2021) (FY 2020) (FY 2021) (FY 2021)
Revenue from Operations 5767.02 5818.49 6760.35 6327.16
Other Income 91.42 90.30 100.19 116.65
Total Income 5858.44 5908.79 6860.54 6443.81
Total Expenditure other than Finance Cost Depreciation and Tax 4529.66 4542.81 5341.89 4815.54
Operating Profit / (Loss) before Finance Cost Depreciation Tax and Exceptional item 1328.78 1365.98 1518.65 1628.27
Less: Finance Cost 35.52 42.18 36.56 42.42
Less: Depreciation and amortization expenses 688.77 712.18 750.56 873.31
Profit / (Loss) before Tax and Exceptional item 604.49 611.61 731.53 712.54
Add: Exceptional Items -

-

-

82.76
Profit / (Loss) before Tax 604.49 611.61 731.53 795.30
Less: Tax 110.47 217.15 115.20 216.27
Profit before share in profit/(Loss) in Associate 494.02 394.46 616.33 579.03
Share of profit / (Loss) of Associate

-

-

86.15 527.76
Profit from continuing operations after tax 494.02 394.46 702.48 1106.79
Profit / (loss) from discontinued operations before tax

-

(13.12)

-

(12.49)
Share in net profit/(loss) of Associate from discontinued operations

-

-

-

(17.86)
Tax expense of discontinued operations

-

(4.59)

-

(4:0.61.
Profit / (loss) from discontinued operations after tax

-

(8.54) (26.28)
Profit /(loss) for the year from continuing and discontinued operations 494.02 385.93 702.48 1080.51
Other comprehensive income/(Expenses) [net of tax]
Items that will not be reclassified to Profit or loss net of tax

-

-

-

-

Re-measurement gains / (losses) on defined benefit plans 2.82 (1.17) 2.95 (0:7.31.
Income tax effect (0.71) (0.71)
Gains and Losses from Investments in Equity Instruments

-

-

12.2.61

-

Income tax effect

-

-

-

Total other comprehensive income for the year net of tax 2.11 (1.17) (0.02) (0.73)
Total comprehensive income/(Expenses) for the period 496.13 384.76 702.47 1079.78
Add: Balance brought forward from previous year 255.24 229.19 2323.20 1633.30
Add / (Less): on account of Consolidation Adjustment

-

-

-

-

Add / (Less): Share of minority 20.78 (0.84)
Profit available for appropriation 751.37 613.95 3046.45 2712.24
Transfer to General Reserve

-

-

-

Transfer to Debenture Redemption Reserve

-

-

-

-

Excess Losses pertaining to minority

-

-

-

-

Dividend on Equity Shares

-

(65.39)

-

(65.39)
Tax on Dividend

-

(14.06)

-

(14.06)
Transition impact on account of adoption of Ind AS 116 "Leases"

-

(0.70)

-

(0.70)
Distribution of Net assets of demerged undertakings adjusted on account of scheme of arrangement - (278.56) - (308.90)
Balance carried over to Balance Sheet 751.37 255.24 3046.45 2323.20

Note: The figures for the previous periods have been regrouped /recasted wherever necessary to make them comparable with the figures for the currentperiods.

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the financial year 2020-21 net revenue from operations onstandalone basis marginally decreased to ' 5767 Million as against ' 5818 Million in theprevious year.

Gross revenue from operations on a consolidated basis grew 6.8%year-on-year to ' 6760 Million as against ' 6327 Million in the previous year. The Companywitnessed strong growth in value of transactions processed (TPV) growth in transactionvolumes and 2000+ average daily merchant addition across all fintech platforms but thegrowth was offset by lower contribution from the high margin percentage-fee based sectorslike aviation travel & tourism hospitality and entertainment impacted by Covid19and including lower discretionary spends by consumers due to Covid19. Overall bothPayment and Platform businesses reported excellent performance in FY 2021. Despite theongoing pandemic we have built a strong pipeline of merchants from whom we expect a goodbusiness going forward as they grow their business through the digital mode.

In the domestic Platforms business the company achieved strongdouble-digit revenue growth compared to the previous year. During the year the companyadded one of India's largest digital enterprise Jio Platforms Limited as its newcustomer which along with increase in volumes on GeM portal (transaction- based client)led to the strong domestic business growth.

Consolidated EBITDA margin was at 21.0% in FY21 from 23.9% in FY20 onaccount of lower contribution from percentage-fee based retail sectors like aviationtravel & tourism hospitality entertainment etc. which were significantly impacteddue to Covid19. Yet The Company's EBITDA only marginally fell by 6.2% year- over-year inFY21 to ' 1418 Mn from ' 1511 Mn in FY20. This directly reflects the Company's disciplinein allocating resources to key strategic growth areas while optimizing costs and improvingefficiency. This is also reflected in operating expenses which as a percentage to revenuefrom operations has slightly increased to 78.5% (' 4530 Million) as against 78.1% ('4543 Million) in the previous year.

The Company's standalone Profit Before Tax for the period was largelyflat at ' 604 Million against ' 612 Million in the previous year.

The standalone Profit After Tax margin has increased for the period to8.6% (' 494 Million) as against 6.8% (' 394 Million) in the previous year in view ofopting for lower tax rate as per the Income tax law amendment.

The consolidated Profit After Tax for the year was lower at ' 702Million against ' 1107 Million in the previous year despite higher transaction volume andTPV due to higher flat-fee based transactions and lower contribution from percentage-feebased sectors in the payments business impacted by the pandemic throughout the year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the FinancialYear 2020-21 are prepared in compliance with applicable provisions of the Companies Act2013 ("Act") read with the Rules made thereunder applicable AccountingStandards and the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the "Listing Regulations"). TheConsolidated Financial Statements have been prepared on the basis of audited financialstatements of your Company its subsidiaries (including step down subsidiaries) andassociate companies as approved by their respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'Report form part of this Annual Report.

4. COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. In many countriesbusinesses are being forced to cease or limit their operations for long or indefiniteperiods of time. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide.

This has also impacted the business operations of the Companysignificantly. At Infibeam the health and safety of all employees has always been the toppriority. In line with the guidelines issued by the Government the Company implementedkey measures across every touchpoint to safeguard its Human Capital. Infibeam has alwaysbeen agile in adapting to change which made the transition to 'Work from Home' operationsswift and smooth ensuring minimal disruption to the customers and maintaining businesscontinuity. We ensured that the employees had access to all critical business applicationswith undisrupted support while working from home with zero compromise on data and contentsecurity.

Strong proactive steps were taken in transforming the workspacekeeping social distancing norms at the fore. All the necessary safety and hygieneprotocols were followed for the critical verticals functioning from office includingalternate seating arrangements implementing a clean desk policy and temperature screeningat all entry points. Frequent sanitization of all surfaces was maintained and handsanitizers were placed at all strategic locations within the office premises. Theprotocols are regularly reviewed and updated based on revisions in guidelines receivedfrom the authorities concerned from time to time.

The Company is making every effort possible to make up for the losttime due to the pandemic during the year. The impact of the lockdown disruption is beingassessed from time to time. As the nation is gearing up with major vaccination drive weexpect normalcy to return sooner. The ongoing

COVID-19 crisis calls for the entire nation to fight as one collectiveforce. A lot depends on the success of the various pandemic containment efforts beingundertaken by the State and Central Government and Health authorities.

Detailed information on the same has been included under the ManagementDiscussion & Analysis report forming part of this Annual Report.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review the Company with the approval ofShareholders in the Extra Ordinary General Meeting held on March 09 2021 has altered theClause III(A) (Object clause) of its Memorandum of Association by inserting sub-clause No.7 and 8 after existing sub-clause No. 6 the emphasis of inclusion of the aforementionedsub-clauses is to expand its business activities in furtherance of which the Company hasapplied for authorization from the Reserve Bank of India ("RBI") under the newguidelines issued under Payment and Settlement Systems Act 2007 ("the PSS Act")to adopt the technology-related recommendations and to further undertake the business andto act as Payment Aggregator ("PA") and to facilitate e-commerce sites andmerchants to accept various payment instruments from the customers for completion oftheir payment obligations without the need for merchants and to create a separate paymentintegration system of their own and further to facilitate the merchants to connect withacquirers and to receive payments from customers pool and transfer them on to themerchants after a time period and also to undertake / carry on other supplemental /related / ancillary business of Payment Aggregator.

To also set-up and operate as a Pan-India umbrella entity focusing onretail payment systems to seek authorization from the Reserve Bank of India (RBI) tooperate under the PSS Act to set-up manage and operate new payment system(s) in theretail space comprising of but not limited to ATMs White Label PoS; Aadhaar basedpayments and remittance services; newer payment methods standards and technologies;monitor related issues in the country and internationally; take care of developmentalobjectives like enhancement of awareness about the payment systems to operate clearingand settlement systems for participating banks and non-banks.

This will enable the Company to carry on any other business as suitableto further strengthen the retail payments ecosystem in the country and endeavour to offerinnovative payment systems to include hitherto excluded cross-sections of the society andwhich enhance access customer convenience and safety and make the same distinct yetinteroperable.

6. DIVIDEND

The Board of Directors at its meeting held on May 27 2021 hasrecommended payment of f 0.05/- per Equity Share of Re. 1/- each (i.e. 5%) as finaldividend for the Financial Year ended 31st March 2021 to the Shareholdersfollowing issue of Bonus Shares (effectively 10% dividend pre allotment of Bonus Shares).

The payment of final dividend is subject to the approval of theShareholders of the Company at the ensuing Annual General Meeting (AGM). The expectedoutflow on account of equity dividend based on current Paid-up Equity Share Capital ofthe Company would aggregate to f 66.55 Million.

Pursuant to Finance Act 2020 dividend income will be taxable in thehands of the Shareholders w.e.f. April 01 2020 and the Company is required to deduct taxat source (TDS) from dividend paid to the Members at prescribed rates as per theIncome-tax Act 1961.

The details of the unclaimed dividend pertaining to the previousdividend disbursements are available on the Company's website at www.ia.ooo.

According to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) the top 1000 listed entities based on market capitalization calculated ason 31st March of every Financial Year are required to formulate a DividendDistribution Policy which shall be disclosed on the website of the listed entity and aweb-link shall also be provided in their annual reports. Accordingly The DividendDistribution Policy of the Company can be accessed on the Company's website i.e.https://www. ia.ooo/code-of-conduct-policies.

7. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the generalreserve on declaration of dividend.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financialposition of your Company between the end of the Financial Year and date of this report.

9. SUBSIDIARIES & ASSOCIATE COMPANIES

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

Subsidiary Companies:

• DRC Systems India Limited ceased to be subsidiary of yourCompany pursuant to sanction of the Composite Scheme of Arrangement by the Hon'bleNational Company Law Tribunal Ahmedabad Bench ("NCLT") vide its order datedNovember 27 2020.

• Your Company has divested 100% stake in Cardpay TechnologiesPrivate Limited ("Cardpay") to its Subsidiary i.e. Instant Global PaytechPrivate Limited ("GoPay"). Hence Cardpay has now become a step down Subsidiaryof the Company with effect from December 31 2020.

• Your Company has acquired 50.50% stake in So Hum Bharat DigitalPayments Private Limited ("So Hum") a Company incorporated under the CompaniesAct 2013. So Hum has now become subsidiary of your Company with effect from February 202021.

Associate Companies:

• DRC Systems India Limited became an Associate of your Companyand NSI Infinum Global Limited ceased to be an Associate Company pursuant to sanction ofthe Composite Scheme of Arrangement by the Hon'ble National Company Law TribunalAhmedabad Bench vide its order dated November 27 2020.

Pursuant to Section 129 (3) of the Act read with rules framedthereunder pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issuedby the Institute of Chartered Accountants of India Consolidated Financial Statementspresented by the Company include the financial statements of its subsidiaries andassociates.

A separate statement containing the salient features of the financialperformance of the subsidiaries and associates for the Financial Year 2020-21 in theprescribed form AOC - 1 is annexed to the Directors' Report as Annexure - A and forms apart of this report. The Audited Consolidated financial statements together with Auditors'Report forms an integral part of the Annual Report.

The Policy for determining material subsidiaries is available on theCompany website i.e. https://www. ia.ooo/code-of-conduct-policies. The Company does nothave a material subsidiary.

In terms of provisions of Section 136 of Act separate audited accountsof the subsidiary Companies shall be available on website of the Company at www.ia.ooo.These documents shall also be made available for inspection by any Member of the Companyat the Registered Office of the Company during business hours between 11.00 A.M. to 2.00P.M. on all working days of the Company (Except Saturday Sundays and Public holiday) upto the date of the AGM.

After the closure of Financial Year 2020-21 the following changes havetaken place in subsidiaries / associates:

• Pursuant to the investment made by other Companies yourcompany's shareholding in Avenues Payments India Private Limited ("RemitGuru")reduced from 22.68% to 16.66% hence Remit Guru now ceases to be an Associate Company ofyour Company w.e.f. April 29 2021.

10. PUBLIC DEPOSITS

During the year under review your Company has not accepted any publicdeposits within the meaning of Section 73 read with Companies (Acceptance of Deposits)Rules 2014 made under Chapter V of the Act and any other provisions of the Act read withrules made there under.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149 152 and other applicable provisions of the Actand the Articles of Association of the Company Mr. Ajit Champaklal Mehta (DIN: 01234707)is liable to retire by rotation and being eligible offers himself for re-appointment. Asthe re-appointment of Director is appropriate and in the best interest of the Company theBoard recommends the re-appointment of the director for your approval.

Brief details of the retiring director proposed to beappointed/re-appointed as required under Regulation 36 of the Listing Regulations areprovided in the Notice of the AGM.

Mr. Vishal Mehta Managing Director Mr. Hiren Padhya Chief FinancialOfficer and Mr. Shyamal Trivedi Vice President & Company Secretary are the KeyManagerial Personnel of your Company in accordance with the provisions of Sections 2(51)203 of the Act 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 KMPs.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under Section 149(6) of the Act and under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"). They have registered their names in the Independent Directorsdata-bank. They have also affirmed compliance to the Conduct for Independent Directors asprescribed in Schedule IV of the Act. In the opinion of the Board the IndependentDirectors of the Company fulfil the conditions specified under the Act and ListingRegulations and are independent of the management.

13. DIRECTOR'S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

(i) in preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

(ii) they have 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 at the end of theFinancial Year 2021 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively.

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2020-21 09 (Nine) Board meetings were held.For details of the meetings of the board please refer to the Corporate Governance Reportwhich forms part of this report.

15. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and RemunerationPolicy in accordance with the provisions of the Act read with the Rules issued thereunderand the Listing Regulations.

This Policy is available on the website of the Company i.e.https://www.ia.ooo/code-of-conduct-policies.

16. BOARD EVALUATION

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

The annual performance evaluation of the Board its Committees and eachDirector has been carried out for the Financial Year 2020-21 in accordance with theframework. The details of evaluation process of the Board its Committees and individualDirectors including Independent Directors have been provided under the CorporateGovernance Report which forms part of this Report.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

17. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under reviewas stipulated under the Listing

Regulations is presented in a separate section forming a part of theAnnual Report.

18. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from the Practicing CompanySecretary on its compliance forms part of this Report as Annexure - B.

19. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing the various initiatives taken by the Company on the environmentalsocial and governance forms part of this Report as Annexure - C.

20. CHANGE IN SHARE CAPITAL

During the year under review the Company after obtaining necessaryapprovals has allotted 806530 Equity Shares of Re. 1/- each on November 30 2020 toits eligible employees of the Company & its subsidiaries under both the Schemes -Employees Stock Option Plan 2013-14 and Employees Stock Option Plan 201415. After theissue the Equity Share Capital of the Company stood at ' 665.52 million.

Reclassification and Increase of Authorised Share Capital of theCompany

The issue of Bonus Shares required an increase in the Authorised ShareCapital of the Company. Accordingly pursuant to approval of the Shareholders in ExtraOrdinary General Meeting held on March 09 2021 the Authorised Share Capital had beenreclassified from the existing ' 900000000 (Rupees Ninety Crores Only) divided into897500000 (Eighty-Nine Crores Seventy- Five Lakhs) Equity Shares of Re. 1/- (Rupee OneOnly) each and 250000 (Two Lakhs Fifty Thousand) 0.01% Compulsory Convertible PreferenceShares of ' 10/- (Rupees Ten Only) each in to ' 900000000 (Rupees Ninety Crores Only)divided into 900000000 (Ninety Crores) Equity shares of Re. 1/- (Rupee One Only) eachand increased from ' 900000000/- (Rupees Ninety Crores Only) divided into 900000000(Ninety Crores) Equity Shares of Re. 1/- (Rupee One Only) each to ' 1400000000 (RupeesOne Hundred Forty Crores Only) divided into 1400000000 (One Hundred Forty Crores)Equity Shares of Re. 1/- (Rupee One Only) each by way of creation of additional500000000 (Fifty Crores) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each.

Issue of Bonus Shares

Pursuant to the approval of the Shareholders in Extra Ordinary GeneralMeeting held on March 09 2021 the Company had allotted 665526790 Bonus Equity Sharesof Re. 1/- each in ratio of 1 (one) Equity Bonus share for 1 (one) Equity Share held (1:1)to the Equity Shareholder(s) whose names appeared in the Register of Members on March 202021 i.e. the "Record Date". After the issue the Equity Share Capital of theCompany stood at ' 1331.05 million.

Consequently the issued subscribed and paid up Equity Share Capitalas on March 31 2021 was ' 1331053580 divided into 1331053580 Equity Shares of Re.1/- each.

21. SCHEME OF ARRANGEMENT

The Composite Scheme of Arrangement amongst Infibeam Avenues LimitedSuvidhaa Infoserve Limited DRC Systems India Limited and NSI Infinium Global Limited andtheir respective Shareholders and Creditors under Section 230 to 232 read with Section 66and other applicable provisions of the Act and rules made thereunder ("Scheme")had been sanctioned by the Hon'ble National Company Law Tribunal Bench at Ahmedabad videits order dated November 27 2020.

The Appointed Date was April 01 2020 for :

i. the demerger and vesting ofthe SME E-Commerce Services Undertakingfrom Infibeam Avenues Ltd. ('Infibeam' or 'Demerged Company 1') to Suvidhaa InfoserveLimited ('Suvidhaa' or 'Resulting Company 1');

ii. the demerger and vesting of the E-Commerce Business Undertakingfrom NSI Infinium Global Limited ('NSI' or 'Demerged Company 2') to Suvidhaa;

iii. the demerger and vesting of the Themepark & Event SoftwareUndertaking from Infibeam to DRC Systems India Limited ('DRC' or 'Resulting Company 2').

The Scheme became effective upon filing of certified copy of the orderwith the Registrar of Companies (RoC) on December 02 2020. The Record Date was set asDecember 11 2020 for the purpose of determining the eligible shareholders of Infibeam forallotment of Equity Shares of DRC and Suvidhaa pursuant to the Scheme. The Equity Sharesof DRC have been listed and admitted for trading on both the Stock Exchanges i.e. BSELimited via Scrip Code: 543268 and NSE via Symbol: DRCSYSTEMS w.e.f March 10 2021 and theEquity Shares of Suvidhaa have been listed and admitted for trading on both the StockExchanges i.e. BSE Limited via Scrip Code: 543281 and NSE via Symbol: SUVIDHAA w.e.f March31 2021.

22. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors asper the provision of the Listing Regulations and the Act are given in the CorporateGovernance Report which forms part of this report.

23. ENHANCING SHAREHOLDERS' VALUE

Your Company believes that its Members are its most importantStakeholders. Accordingly your Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother Stakeholders by ensuring that its corporate actions positively impact thesocioeconomic and environmental dimensions and contribute to sustainable growth anddevelopment for a greater living.

24. AUDITORS

I. STATUTORY AUDITORS:

M/s. Shah & Taparia Chartered Accountant (Firm Registration No. -109463W) the Statutory Auditors of the Company were appointed at the 8th AGMof the members of the Company held on September 29 2018 for a period of five (5) yearsto hold office till the conclusion of the 13th AGM.

Your Company has received written consent(s) and certificate(s) ofeligibility in accordance with Sections 139 141 and other applicable provisions of theAct and Rules issued thereunder (including any statutory modification (s) orre-enactment(s) for the time being in force) from M/s. Shah & Taparia CharteredAccountants (Firm Registration No. - 109463W)

• Statutory Auditors' Report

During the period under review no incident of frauds was reported bythe Statutory Auditors pursuant to Section 143 (12) of the Act. The Auditors' Report isenclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITOR:

In terms of Section 204 of the Act and rules made thereunder theBoard had appointed M/s. SPANJ & Associates Company Secretaries as the SecretarialAuditor to conduct an audit of the secretarial records for the Financial Year 2020-21.

• Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required underSection 204(1) of the Act from M/s. SPANJ & Associates Company Secretaries. The saidReport is attached with this Report as Annexure - D.

There are no remarks / qualification in the Secretarial Audit Reporthence no explanation has been offered.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR)Committee and has framed a CSR Policy. The brief details of CSR Committee are provided inthe Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report asAnnexure - E.

The CSR policy is available on your Company's websitehttps://www.ia.ooo/code-of-conduct-policies

26. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act2013 the Company has placed a copy of the Annual Return on its website athttps://www.ia.ooo/annual-return. By virtue of amendment to Section 92(3) of the CompaniesAct 2013 the Company is not required to provide the extract of Annual Return (FormMGT-9) as part of the Board's report.

27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans guarantees and investments under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 312021 are set out in Notes to the Standalone Financial Statementsforming part of this report.

28. PARTICULARS OF RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Act all the related partytransactions entered by the Company during the Financial Year were in the ordinary courseof business and on an arm's length basis in accordance with the provisions of the ActRules made thereunder and the Listing Regulations.

During the year the Company had not entered into any related partytransactions which could be considered 'material' in terms of Section 188 of the Act andrules made thereunder and according to the policy of the Company on materiality of RelatedParty Transactions. Accordingly there are no transactions that are required to bereported in Form AOC-2. However you may refer to Related Party transactions in Note No.26 of the Standalone Financial Statements.

29. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as requiredunder Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure - F which formspart of this report.

The statement containing particulars of employees as required underSection 197 (12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request. In termsof Section 136 of the Companies Act 2013 the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered Office of the Companyduring business hours on working days of the Company. If any member is interested inobtaining a copy thereof such Member may write to the Company in this regard.

30. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted aWhistle Blower Policy in accordance with provisions of the Act and Listing Regulations toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhave been denied access to the Audit Committee. The policy of vigil mechanism("Whistle Blower policy") is available on the Company's website athttps://www.ia.ooo/code-of- conduct-policies.

31. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of the risk managementprocess addressing financial and financial reporting risks. The internal financialcontrols have been documented digitised and embedded in the business processes. Assuranceon the effectiveness of internal financial controls is obtained through managementreviews control self-assessment continuous monitoring by functional experts as well astesting of the internal financial control systems by the auditors during the course oftheir audits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended. Detailedinformation on the same has been included under the Management Discussion & Analysisreport forming a part of this Annual Report.

32. RISK MANAGEMENT

The Board of the Company has formed a risk management committee toframe implement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.

The Company has a Risk Management Policy which from time to time isreviewed by the Audit Committee as well as by the Board of Directors. The Policy isreviewed by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat 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.

The Risk Management policy is available on the Company's website athttps://www.ia.ooo/code-of- conduct-policies.

33. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the year 4700950 options were granted to eligible employeesof the Company in terms of Employees Stock Option Plan.

The Schemes are in line with the SEBI (Share Based Employee Benefits)Regulations 2014 / SEBI (Share Based Employee Benefits and Sweat Equity) regulations2021. ("ESOP Regulations"). The Company has received a certificate from theAuditors of the Company that the Schemes are implemented in accordance with the ESOPRegulations. A copy of the certificate would be available at the AGM for inspection bymembers. The applicable disclosures as stipulated under ESOP Regulations with regard toEmployees Stock Option Plan of the Company are available on the website of the Company atwww.ia.ooo.

34. DETAILS OF EMPLOYEE SAR SCHEME

The Scheme is in line with the ESOP Regulations. The Company hasreceived a certificate from the Auditors of the Company that the Scheme is implemented inaccordance with the SBEB Regulations. The certificate would be available at the AGM forinspection by members. The applicable disclosures as stipulated under ESOP Regulationswith regard to Stock Appreciation Rights of the Company are available on the website ofthe Company at www.ia.ooo.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The disclosures to be made under Section 134(3) (m) of the Act readwith rule 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 energyconsumption through business operations of the Company which are not energy intensive.Some of the measures 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 andcontrolling the Air Conditioning system.

3. Optimised cooling within data center facility to operate withinpermissible temperature range of IT equipments.

4. PACs are deployed in shifts and groups to improve efficiency andlife of equipments.

5. Rationalisation of usage of electricity

6. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technologyspace. The Company has adequate members in Technology development functions and keepupdating the changes in technology.

IT team constantly monitor and optimise usage of proprietary softwarewithin company. They optimise cost by replacing proprietary software by open sourcewherever possible.

iii) Foreign Exchange earnings and outgo

Further during the year under review details of foreign exchangeearnings and outgo are as given below:

(Rs. in Million)

Particulars Financial Year 2020-21 Financial Year 2019-20
Earning in Foreign Currencies 415.29 488.59
Expenditure in Foreign Currencies 17.69 9.04

36. 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 inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees are covered underthe policy. No complaint has been received by the Company under this Policy during theyear 2020-21. The Company is committed to provide a safe and conducive work environment toall its employees and associates.

The Policy for prevention of Sexual Harassment is available on theCompany's website at https://www. ia.ooo/code-of-conduct-policies.

37. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior Management. All the Board Members and Senior Managementpersonnel have affirmed compliance with the code of conduct. The Code of Conduct of Boardof Directors is also available on the Company's websitehttps://www.ia.ooo/code-of-conduct-policies.

38. CREDIT RATING:

Details of Credit Rating are given in the Corporate Governance Reportwhich forms part of this report.

39. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of your Company and its operationsin future.

40. SEBI SETTLEMENT ORDER

Under Section 19 read with Sections 11 (1) 11 (4) (d) 11 (4A) andSection 11B of the SEBI Act 1992 read with Regulation 10 of the SEBI (PIT) Regulations2015 show cause notice(s) were issued to Mr. Vishal Mehta and Mr. Malav Mehta -Promoter(s) Mr. Hiren Padhya CFO and Infinium Motors (Gujarat) Private Ltd("Noticees"). These Noticees had submitted the settlement applications withSecurities and Exchange Board of India (SEBI). SEBI has passed Settlement Orders datedJuly 28 2021 and requisite settlement amounts have been paid by the Noticees as per theSettlement Orders and the said matter is concluded.

41. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts that are due to be transferred to InvestorEducation and Protection Fund by the Company.

The Company has sent adequate communication(s) to the members whosedividends are unclaimed requesting them to provide/update bank details with theRTA/Company so that dividends paid by the Company are credited to the investors' accounton timely basis.

42. OTHER DISCLOSURES

• The Company has complied with Secretarial Standards issued bythe Institute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings;

• The Audit Committee comprises namely Mr. Keyoor Bakshi(Chairman) Mr. Vishal Mehta Mr. Roopkishan Dave and Mr. Piyuskumar Sinha Members.During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board;

• The Managing Director of the Company has not received anyremuneration or commission from any of Company's Subsidiary;

• The Company has not issued Equity Shares with differentialrights as to dividend voting or otherwise;

• The Company has not issued any sweat equity shares to itsdirectors or employees.

• Interested Directors were recused from the discussion of theagenda items in which they were interested of the Board or Committee meetings heldduring the year.

43. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributionsmade by all employees towards the success of your Company more particularly ensuringbusiness as usual in spite of Covid-19 impact.

The Board places on record its appreciation for the continuedco-operation and support extended to the Company by customers vendors regulators banksfinancial institutions rating agencies stock exchanges depositories auditors legaladvisors consultants and business associates with whose help cooperation and hard workthe Company is able to achieve the results.

The Directors regret the loss of lives due to Covid-19 pandemic and aredeeply grateful and have immense respect for every person who risked their lives andsafety to fight this pandemic.

The Board deeply acknowledges the trust and confidence placed by thecustomers of the Company and all its Stakeholders.

For and on behalf of Board of Directors

Place: Gandhinagar Ajit Champaklal Mehta Chairman
Date: August 23 2021 [DIN: 01234707]

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