You are here » Home » Companies » Company Overview » Infinite Computer Solutions India Ltd

Infinite Computer Solutions India Ltd.

BSE: 533154 Sector: IT
NSE: INFINITE ISIN Code: INE486J01014
BSE 00:00 | 13 Dec Infinite Computer Solutions India Ltd
NSE 05:30 | 01 Jan Infinite Computer Solutions India Ltd
OPEN 470.05
PREVIOUS CLOSE 473.75
VOLUME 1185
52-Week high 519.55
52-Week low 415.00
P/E 23.93
Mkt Cap.(Rs cr) 1,580
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 470.05
CLOSE 473.75
VOLUME 1185
52-Week high 519.55
52-Week low 415.00
P/E 23.93
Mkt Cap.(Rs cr) 1,580
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infinite Computer Solutions India Ltd. (INFINITE) - Director Report

Company director report

To the Members

Your Board of Directors have pleasure in presenting their 19 Annual Report on thebusiness and operations of the Company together with the audited Financial Statements(Standalone and Consolidated) for the Financial Year ended March 31 2018.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company has adopted Indian Accounting Standards (Ind AS) from April 1 2016 andaccordingly the Financial results have been prepared in accordance with the recognitionprinciples laid down in Ind AS prescribed under section 133 of the Companies Act 2013read with the relevant rules issued thereunder and the other accounting principlesgenerally accepted in India. The Financial performance of your Company for the year endedMarch 31 2018 along with previous year's gures is given hereunder:

Consolidated Financials of the Company

in Million
Particulars Year ended March 31 2018 Year ended March 31 2017
Total Sales and Income 28002.37 23782.62
Total Expenses 26233.18 21753.84
Total Income before Tax & Depreciation 1769.19 2028.78
Depreciation 343.61 377.25
Profit/(Loss) before Tax (PBT) 1425.58 1651.53
Profit/(Loss) after Tax (PAT) 1116.99 1208.84

 

Standalone Financials of the Company
in Million
Particulars Year ended March 31 2018 Year ended March 31 2017
Total Sales and Income 4302.61 3928.12
Total Expenses 3289.74 2603.65
Total Income before Tax & Depreciation 1012.87 1324.47
Depreciation 122.29 144.11
Profit/(Loss) before Tax (PBT) 890.58 1180.36
Profit/(Loss) after Tax (PAT) 726.69 918.11

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

CONSOLIDATED ACCOUNTS

Consolidated revenue for the fiscal year 2018 was 28002.37 Million which has increasedby 17.74% in compared to the previous year. Net Profit before tax was 1425.58 Million(previous year 1651.53 Million) and Net Profit after tax was 1116.99 Million

which has decreased by 7.60 % over the previous year.

The Consolidated Financial Statements of your Company for the Financial year 2017-18are prepared in compliance with the applicable provisions of the Companies Act 2013Indian Accounting Standards and Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015 as prescribed. TheConsolidated Financial Statements have been prepared on the basis of audited FinancialStatements of the Company and its subsidiaries as approved by their respective Board ofDirectors.

STANDALONE ACCOUNTS

Standalone revenue for the fiscal year 2017-18 was 4302.61 Million (previous year3928.12 Million). Profit before tax was 890.58 Million and Net Profit after tax was726.69 Million. a. SUBSIDIARIES

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.11). 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 2018 the Company do not have any associate or joint venture.

DELISTING OF EQUITY SHARES

Your Company received intension of Promoters dated January 08 2018 for voluntarydelisting its equity shares from both Bombay

Stock Exchange & National Stock Exchange.

Further the Board of Directors at the meeting held January 24 2018 passed resolutionfor voluntary delisting its equity shares subject to approval by shareholders by specialresolutions and same has intimated to Stock exchanges.

Further your Company passed Special Resolution mentioned in the notice of Postal Ballotdated February 05 2018 by the shareholders with requisite majority as per the CompaniesAct 2013 and Regulation 8{1)(b} of the SEBI (Delisting of Equity Shares) Regulations2009 and results were declared on March 09 2018 and same has been intimated to stockexchanges. Mr. Prashant Balodia Partner M/s. PDS & Co Practicing CompanySecretaries (COP 6153 M.No. F6047) was appointed as a Scrutinizer for carrying out thePostal Ballot process in a fair and transparent manner and in accordance with theCompanies (Management and Administration) Rules 2014.

The delisting is in process and date of delisting will be intimated shortly.

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 its business internal controls and risk management which is given in theAnnexure B(Page No. 12).

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 2018.Accordingly during the said year no amount has been transferred to the reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of section 73 and 74 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe 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 the certicate from the Statutory Auditors of the Company regarding compliance with the CorporateGovernance requirements as stipulated under SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

CHANGES IN CAPITAL STRUCTURE

During the FY 2017-18 pursuant to the approval of the Board of Directors and membersof the Company the following change has taken place in the share capital of the Company:

a. ALLOTMENT OF BONUS SHARES

309055 bonus equity shares were allotted on November 03 2017 in the ratio of 1:26i.e. one fully paid bonus equity share of the face value of 10 each for every 26 equityshare of the face value of 10 each held as on the record date i.e September 15 2017 topublic shareholders in order to attain the minimum public shareholding as required underRegulation 19A of Securities Contract (Regulations) Rules 1957 subject to Section 63 ofthe Companies Act 2013 Securities and Exchange Board of India Circular No.CIR/CFD/CMD/14/2015 dated November 30 2015 as amended from time to time and in accordancewith the Rules made thereunder.

As on March 31 2018 Paid up share capital of the Company stood at 333555140consisting of 33355514 equity shares of face value of 10 each fully paid up.

b. SWEAT EQUITY

Your Company has not issued any Sweat Equity Shares during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change in the nature of business of the Company which haveoccurred between the end of the Financial year of the Company to which the FinancialStatements relate and the date of the report.

CHANGES IN THE NATURE OF BUSINESS

During the Financial year ended March 31 2018 there has been no material change in thenature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 6 members out of which 1 Executive Director who isthe Managing Director & CEO of the Company and 5 Non-executive Directors of whom 3 areIndependent Directors.

a. APPOINTMENT/RE-APPOINTMENT

As per the provisions of section 152(6) of the Companies Act 2013 Mr. N K Agrawal(DIN: 02103551) will retire at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Brief resume and other details relating to Mr. N KAgrawal who is to be re-appointed is furnished in the Notice convening the 19 AnnualGeneral Meeting of the Company.

Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors at its meeting held on February 13 2018 has approved the reappointment of Mr.Upinder Zutshi Managing Director & CEO (DIN: 01734121) of the Company under thedesignation of Managing Director & CEO for a further period of 5 years with effectfrom April 01 2018. Such appointment is subject to the approval of the shareholders ofthe Company in the ensuing Annual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee and based onthe report of performance evaluation the Board of Directors at its meeting held onNovember 14 2017 has approved the reappointment of Mrs. Sadhana Dikshit (DIN: 00204687)as independent director of the Company for a further period of 5 years with effect fromFebruary 12 2018 upto February 11 2023. Such appointment is subject to the approval ofthe shareholders of the Company in the ensuing Annual General Meeting.

b. ACCEPTANCE OF RESIGNATION

Mr. Ajai Kumar Agrawal an independent Director of the Company submitted hisresignation to the Board on September 28 2017. The same was accepted by the Board in itsmeeting held on September 28 2017. The Board placed on record its sincerest thanks andgratitude for the invaluable contribution made by Mr. Ajai Kumar Agrawal towards thegrowth and development of the Company during his tenure as a director.

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 ofManagerial Personnel) Rules 2014 is set out in Annexure C of this Annual Report. (PageNo. 18).

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with section 134(3)(c) of the Companies Act 2013 your Directors con rmthat:

i. In the preparation of the annual accounts for the Financial year ended March 312018 the applicable accounting standards have been followed along with properexplanation 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 thePro t and Loss of the Company for that period;

iii. They have taken proper and suf cient 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 of the Company for the Financial Year endedon March 31 2018 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 the detailsof 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 con rmingthat 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 andDirectors including Independent Directors. The details of which are provided underCorporate Governance Report which form a part of this Report.

EMPLOYEE STOCK OPTION PLAN

Since all the outstanding ESOP have been surrendered and not outstanding as on March31 2018 the Company is not required to provide a certi cate from the Auditors of theCompany certifying that the Company's stock option plan has been implemented in accordancewith the SEBI (Share Based Employee Bene ts) Regulations 2014.

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 2018 is provided as the Annexure D of thisAnnual Report. (Page No. 20).

AUDITORS & AUDITORS' REPORT

a. STATUTORY AUDIT

M/s. HDSG & Associates Chartered Accountants were appointed as the StatutoryAuditors of your Company in the AGM held on September 28 2017 for a term of ve yearsuntil the conclusion of the Twenty Third AGM of the Company to be held in the year 2022.As per the provisions of Section 139 of the Act the appointment of the Statutory Auditorsis required to be rati ed by the members at every AGM of the Company.

However the Ministry of Corporate Affairs vide Noti cation S.O. 1833(E) dated May 072018 deleted the provision of annual rati cation of the appointment of auditor.

The Auditors' Report read along with notes to accounts is self-explanatory andtherefore does not call for further comments. The Auditors'

Report does not contain any quali cation reservation or adverse remark.

b. SECRETARIAL AUDIT

Your Company had appointed M/s. BMP & Co. LLP Company Secretaries Bengaluru toconduct Secretarial Audit of your Company for the year 2017-18 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 annexed herewith as Annexure E to this Annual Report(Page No. 27). It does not contain any adverse remarks or quali cations.

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 clari cations 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 F(Page No. 30)

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 ef ciently.

These controls cover the policies and procedures adopted by the Company for ensuringthe orderly and ef cient 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 de ned 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 ef cacy 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. Signi cant 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 hasidenti ed various risks and also has mitigation plans for each risk identi ed.

RELATED PARTY TRANSACTIONS

During the year under review your Company has entered into transactions with therelated parties as de ned under section 2(76) of the Companies Act 2013 read with theCompanies (Speci cation of De nitions 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 G of this Annual Report. (Page No. 32).

The policy on materiality of related party transactions as approved by the Board isuploaded on the website of the Company(http://www.in nite.com/investors/policies)RelatedParty disclosures have been disclosed in the notes to the Standalone Financial Statementsforming integral part of Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The particulars of Loans guarantees or investments under section 186 of the CompaniesAct 2013 have been disclosed in the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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.

During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the Financial year 2017-18.

The Whistle Blower Policy as adopted by the Company can be accessed through thefollowing:

http://www.in nite.com/downloads/policies/WhistleBlowerPolicy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has a policy on Prohibition/ Prevention of Sexual Harassment of Women 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 REGUALTORS

There were no signi cant/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 AND OUTFLOW

The information pertaining to conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required under section 134 (3) of the Companies Act 2013read with Companies (Accounts) Rules 2014 is 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 xtures is equipped with electronic ballast which has resulted into a signi cantsavings in the energy cost. Your Company has reduced excessive illumination levels in allcommon areas by using switching or delamping and aggressively controlled lighting with newsensor technologies. Apart from this your Company has installed LED lighting in commonareas and other places wherever possible. Efforts were made to ensure that there is nocool air leakage from its premises and have adopted measures to ensure optimum usage ofair conditioners throughout its premises. As your Company has not entered into technicalcollaboration with any entity there are no particulars relating to technology absorption.

During the year a substantial portion of the revenue of the Company was derived fromexports. The Company has 20 sales of ces spread globally across USA Europe and APAC.These of ces are staffed with sales and technical staff for furthering the Company's salesto overseas customers.

Foreign Exchange Earnings and Outgo during the year 2017-18

in Millions
Foreign Exchange Earnings
Incomre from Software Development 2391.21
Total Income 2391.21
Foreign Exchange Outgo in Millions
Contractual Services 6.41
Travel Expenses 79.90
Legal and Professional Charges 0.79
Software Licences 19.34
Investment 8.45
Total Expenses 114.89

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the period under review the Company has complied with the provisions of the SS- 1 (Secretarial Standard on meeting of the Board of Directors) & SS - 2 (SecretarialStandard on General Meeting) issued by the Institute of Company Secretaries of India andapproved by the Central Government under Section 118 of the Act.

OTHER DISCLOSURES

The Statutory Auditors of the Company has not reported incident related to fraud duringthe Financial year to the Audit Committee or

Board of Directors under section 143(12) of the Companies Act 2013.

ACKNOWLEDGMENTS

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 con dence of the shareholders reposed in theCompany and look forward the same in the future.

For and on behalf of the Board of Directors
In nite Computer Solutions (India) Limited
Sd/- Sd/-
Upinder Zutshi Ravindra Rama Rao Turaga
Managing Director & CEO Director Place : Bengaluru
(DIN:01734121) (DIN: 01687662) Date : May 30 2018

Annexure A - AOC-1

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OFSUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

FY 2017-18 in Million

Name of Subsidiary Reporting Currency Exchange Rate Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover Profit before Tax Provision for Tax Profit after Tax Proposed Dividend % Share- holding Country
In nite Computer Solutions Pte. Ltd. SGD 49.38 49.38 262.92 412.60 100.30 - 879.27 36.55 4.27 32.28 - 100% Singapore
In nite Computer Solutions Inc. USD 65.04 328.45 1492.78 8818.06 6996.83 795.47 22601.88 212.67 104.69 107.98 - 100% USA
In nite Computer Solutions Sdn Bhd. MYR 16.77 5.87 112.85 144.87 26.16 - 290.90 11.35 - 11.35 - 100% Malaysia
In nite Computer Solutions (Shanghai) Co. Ltd CNY 10.32 16.65 (13.75) 3.06 0.16 - 2.52 (1.91) - (1.91) - 100% China
In nite Computer Solutions Ltd GBP 92.28 37.54 (30.50) 9.94 2.89 - 56.01 (17.27) - (17.27) - 100% UK
India Comnet International Pvt Ltd INR 1.00 1.00 278.88 344.00 64.11 - 107.94 18.05 5.62 12.43 - 100% India
In nite Convergence Solutions Inc. USD 65.04 617.88 1030.74 2488.73 840.11 - 2413.13 290.83 31.33 259.50 - 100% USA
In nite Infocomplex Pvt. Ltd. INR 1.00 30.70 (0.51) 30.24 0.05 - - (0.04) - (0.04) - 100% India
In nite Infoworld Ltd. INR 1.00 43.80 (1.29) 42.53 0.02 - - (0.08) - (0.08) - 100% India
In nite Infopark Ltd. INR 1.00 49.90 (1.51) 48.41 0.02 - - (0.08) - (0.08) - 100% India
In nite Techhub Limited INR 1.00 49.90 (0.91) 49.01 0.02 - - (0.05) - (0.05) - 100% India
In nite Techworld Limited INR 1.00 113.00 (1.10) 111.99 0.09 - - (1.07) 0.08 (1.16) - 100% India
In nite Infocity Limited INR 1.00 42.80 (0.21) 42.64 0.06 - - 0.03 0.01 0.03 - 100% India
In nite Techcity Limited INR 1.00 49.50 (1.01) 49.13 0.64 - - (0.09) - (0.09) - 100% India
In nite Techsoft Limited INR 1.00 49.00 (0.69) 48.33 0.02 - - (0.08) - (0.08) - 100% India
In nite Skytech Limited INR 1.00 175.50 (3.16) 172.39 0.05 - - (0.10) - (0.10) - 100% India
In nite Thinksoft Limited INR 1.00 49.90 (1.05) 49.49 0.64 - - (0.12) - (0.12) - 100% India
In nite Tech Ventures Limited INR 1.00 55.00 (50.84) 4.20 0.04 - - (8.58) - (8.58) - 100% India
In nite Techdata Limited INR 1.00 0.50 (0.41) 0.11 0.02 - - (0.06) - (0.06) - 100% India
In nite Techmind Limited INR 1.00 0.50 (0.37) 0.14 0.01 - - (0.04) - (0.04) - 100% India
In nite Computer Solutions Canada Inc. CAD 50.23 0.50 0.76 2.62 1.36 - 7.78 0.21 (0.04) 0.25 - 100% Canada

Note:

Indian rupee equivalents of the figures given in the foreign currencies in the accountsof subsidiary Companies are based on the exchange rates as on March 31 2018.

Infinite Carehub LLC has been wound up during the year.

Annexure C

DETAILS OF RATIO OF REMUNERATION OF DIRECTOR

(Pursuant to section 197 (12) read with Companies (Appointment & Remuneration ofManagerial

Personnel) Rules 2014)

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

Particulars Remarks
The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial year Executive Director
Mr. Upinder Zutshi - Managing Director & CEO 58.84:1
Non-Executive Directors
Mr. Narendra Kumar Agrawal 0.54:1
Non-Executive Non-Independent Director
Mr. Ravindra RamaRao Turaga - Independent Director 0.65:1
*Mr. Ajai Kumar Agrawal Independent Director 0.31:1
Mr. Ashok Kumar Garg - Independent Director 0.42:1
Mrs. Sadhana Dikshit - Independent Director 0.31:1
The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Managerif any in the Financial year Executive Director
Mr. Upinder Zutshi - Managing Director & CEO 2.58%
Non-Executive Directors
Mr. Narendra Kumar Agrawal (9.52%)
Non-Executive Non-Independent Director
Mr. Ravindra Rama Rao Turaga - Independent Director 155.56%
*Mr. Ajai Kumar Agrawal Independent Director (45%)
Mr. Ashok Kumar Garg - Independent Director 7.14%
Ms. Sadhana Dikshit - Independent Director 37.50%
KMPs (other than Chairman & Managing Director)
Mr. Sanjeev Gulati Chief Financial Of cer (6.26%)
Mr. Rajesh Kumar Modi - Company Secretary 10.49%
The percentage increase in the median remuneration of employees in the Financial year The number of permanent employees on the rolls of the Company Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; The median remuneration of the employees in the Financial year has increased by 3.43%
There were 2271 permanent employees on the rolls of the Company as on March 31 2018.
The average increase in cost of employees other than managerial personnel in 2017-18 was 6.79%. The Increase was there to remain competitive in the market and to attract and retain talent. Percentage increase in the managerial remuneration for the year was 2.58%.
Affirmation that the remuneration is as per the remuneration policy of the Company It is hereby af rmed that the remuneration is as per the Nomination & Remuneration Policy of the Company.

*Mr. Ajai Kumar Agrawal has resigned from the directorship of the Company on 28.09.2017

ANNEXURE TO BOARDS' REPORT

Information under section 197 of the Companies Act 2013 read with the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014

Top 10 employees in terms of remuneration

Name Age (Yrs) Quali cations Experience in Years Date of Joining Designation Gross Remuneration Nature of Employment Previous Employment/ Designation
Upinder Zutshi 56 B.E. (Hons) 34 01-Feb-03 CEO & Managing Director 41689600 Permeant Velocient Technologies Inc.
Sanjeev Gulati 60 B.Com (Hons) CA PGDBA 36 01-Jan-07 Executive Vice President & CFO 9209960 Permeant Khanna Gulati & Associates
Jagannath Krishna Rao 57 M.S (Telecom & Software Engineering) Illinois Institute of Technology Chicago USA 33 03-Feb-11 Senior Vice President 7523990 Permeant Headstart Ventures LLP
Sheppard Brom eld Lyngdoh 49 MBA B.Tech (IIT) 25 12-Aug-13 Senior Vice President - Delivery IT Services 6206926 Permeant Wipro Technologies Ltd.
Jai Gautam Mohan 47 Bachelor of Engineering 23 9-Apr-12 Vice President 4525930 Permeant Wipro Infotech
Dinesh Singh Banshiwal 43 Master of Business Administration 19 16-Jun-05 Assistant Vice President 4412391 Permeant Ashima Limited
Ansuman Pattanaik 42 Master of Business Administration 19 22-May-03 Vice President 4223461 Permeant BitPlus Information Technologies
Deenabandhu S M Kalmaradappa 45 Bachelor of Engineering 19 30-Sep-05 Vice President 4197217 Permeant Software Paradigms
Rohidas Baidebettu Pai 51 Master of Business Administration 27 14-Oct-15 Assistant Vice President 3643640 Permeant Aricent
Neeraj Pandey 41 Bachelor of Engineering 15 27-Feb-12 Assistant Vice President 3605859 Permeant MindTree Limited

Notes:

1. Remuneration comprises basic salary allowances incentive and taxable value ofperquisites.

2. None of the employees are related to any Director of the Company.

3. None of the employees except Mr. Upinder Zutshi hold by himself or along-with hisspouse and dependent children 2% or more of equity shares of the Company.

4. None of the above other than Mr. Upinder Zutshi is Director on the Board of theCompany.

5. Designation indicates nature of duties.

6. Apart from the details given as above there is no employee who: a. was in receiptof remuneration during the nancial year 2017-18 which in the aggregate was not lessthan one crore and two lakhs rupees; and b. was in receipt of remuneration for any part ofthe nancial year 2017-18 at a rate which in the aggregate was not less than eight lakhsfty thousand rupees per month.

For In nite Computer Solutions (India) Limited

Sd/- Sd/-
Upinder Zutshi Ravindra Rama Rao Turaga
Managing Director & CEO Director Place : Bengaluru
Date : May 30 2018
(DIN:01734121) (DIN: 01687662)