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Infronics Systems Ltd.

BSE: 537985 Sector: IT
NSE: N.A. ISIN Code: INE463B01036
BSE 00:00 | 03 Aug Infronics Systems Ltd
NSE 05:30 | 01 Jan Infronics Systems Ltd
OPEN 6.98
PREVIOUS CLOSE 6.35
VOLUME 30
52-Week high 8.08
52-Week low 6.35
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.98
CLOSE 6.35
VOLUME 30
52-Week high 8.08
52-Week low 6.35
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infronics Systems Ltd. (INFRONICSSYS) - Director Report

Company director report

To the Members

M/s. Infronics Systems Limited

The Directors have pleasure in presenting before you the Boards' Report of the Companytogether with the Audited Statements of

st

Accounts for the year ended 31 March 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

st

The performance during the period ended 31 March 2018 has been as under:

(Rs. In Lakhs)

Standalone

Consolidated

Particulars
2017-18 2016-17 2017-18 2016-17
Gross Income 832.14 953.98 832.15 953.98
Profit Before Interest and Depreciation (10.72) 95.64 (294.17) 95.05
Finance Charges - 18.87 - 18.87
Gross Profit (10.72) 76.77 (294.17) 76.18
Provision for Depreciation 153.92 49.37 156.40 63.47
Net Profit Before exceptional items (164.65) 27.40 (450.57) 12.71
Exceptional items - - - -
Provision for Tax 297.67 66.99 343.01 69.25
Net Profit After Tax (464.63) (63.03) (795.89) (79.98)

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31stMarch and the date of Board's Report. (I.e.14/08/2018)

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

5. TRANSFER TO RESERVES:

The company has not transferred any amount to reserves for the year.

6. DIVIDEND:

Keeping the Company's revival plans in mind the Directors have decided not torecommend dividend for the year.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

8. BOARD MEETINGS:

The Board of Directors duly met 4 (Four) times on 30.05.2017 02.09.2017 14.12.2017and 14.02.2018 and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation have been noticed for inefficiency or inadequacy of such controls. TheCompany maintains appropriate system of internal control including monitoring proceduresto ensure that all assets are safeguarded against loss from unauthorized use ordisposition. Company policies guidelines and procedures provide for adequate checks andbalances and are meant to ensure that all transactions are authorized recorded andreported correctly.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR

COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH

RELATED PARTIES

The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe report (if applicable) and forms part of this Report.

12. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively. However the company voluntarily provides a separate section in the AnnualReport titled "Report on Corporate Governance" along with the Auditors'Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9as a part of this Annual Report as ANNEXURE I

14. DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

Pursuant to sec. 149 of Companies Act 2013 Mr. Srinivas Rao and Mr. M.V.S. RameshVarma Independent Director of the company are proposed to be re-appointed as IndependentDirectors of the Company in the AGM to be held on 29.09.2018 for a period of 5 consecutiveyear upto 31.03.2024 or AGM in the year 2024 whichever is later.

15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL

BASIS:

The Company has received declarations from Mrs. N. Satyavathi Mr. K. Srinivasa Rao andMr. M.V.S Ramesh Varma Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The declaration given by the independent directors areattached as ANNEXURE II.

16. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors / CommitteeMembers wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.

i

i) The Nomination and Remuneration Committee (NRC) then discusses the above feedbackreceived from all the Directors.

iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarizing the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up. During the year under report the recommendations made in theprevious year were satisfactorily implemented.

The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

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

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /

FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The Company has subsidiaries namely Mudunuru Software Limited and Zoraly SolutionPrivate Limited and associates namely Biomorf Systems Limited. However Infronics Inc. awholly owned subsidiary of Infronics Systems Limited was non-operationalduring the yearunder review and has been so since April 2013.

19. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS

UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TOCENTRALGOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12).

20. STATUTORY AUDITORS:

The existing auditors M/s. M M Reddy & Co. Chartered Accountants will retire atthe ensuing Annual General Meeting. The appointment of M/s. Chanamolu & Co. CharteredAccountants Hyderabad as statutory auditors of the Company in place of retiring auditorsis placed for approval by the shareholders. The Auditors' Report for fiscal 2018 does notcontain any qualification reservation or adverse remark. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

The Board recommends appointment of M/s. Chanamolu & Co. as the statutory auditorsof the Company from the conclusion of this 18thAnnual General Meeting till the conclusionof 23rdAnnual General Meeting of the Company subject to ratification at every AnnualGeneral Meeting.

21. INTERNAL AUDITORS:

The company has appointed M/s. Bandaru & Associates as internal auditors for theFinancial Year 2017-18.

22. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report is annexed to this Report.

23. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015hasnotified the Companies (Indian Accounting Standards) Rules

2015. In pursuance ofthe said notification the Company has adopted the IndianAccounting Standards (IndAS) with effect from 01st April 2017. Accordingly the Companyhas restated andreported the financials for the previous year as per Indian AccountingStandards.

24. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the qualificationsreservations or adverse remarks (if any) except that the Company does not have a full timeCompany Secretary and have not appointed the Managing Director or Whole-Time Director.

The Board explained that the Management is under process of identifying the appropriatecandidates for appointment of Company Secretary and Managing Director/Whole-Time Director.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since Company does not have the net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearSection 135 of the companies Act 2013 relating to Corporate social responsibility is notapplicable and hence the company need not adopt any corporate social responsibility

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation:NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: Rs.517.16 lakhsForeign Exchange Outgo: Rs. NIL

27. INSURANCE:

The properties and assets of your Company are adequately insured.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

29. CREDIT & GUARANTEE FACILITIES:

The Company has not availed any facilities of credit and guarantee during the year.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31. NON-EXECUTIVE DIRECTORS' COMPENSATION AND

DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

32. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE

RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

33. SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards SS1 and SS2 issued by TheInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meeting.

34. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.

2. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of theAct read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.

3. Issue of shares under employee's stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) ofthe Companies (Share Capital and Debenture) Rules 2014

4. Non- Exercising of voting rights :During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: TheCompany did not purchase or give any loans for purchase of its shares.

6. Buy back shares: TheCompany did not buy-back any shares during the period underreview.

7. Disclosure about revision: Since the company did not undergo any revision thisclause is not applicable to the company for the period under review.

8. Preferential Allotment of Shares:The Company did not allot any shares onpreferential basis during the period under review.

35. EMPLOYEE RELATIONS

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule

5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules 2014.

36. RATIO TO REMUNERATION TO EACH DIRECTORS AND

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

37. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED

TO BE ITS SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year no company has become or ceased to be its subsidiaries joint venturesor associate company.

38. AUDIT

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of the following:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transactions

• Reviewing the company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 29.09.2017 andChairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of No. of
meetings meetings
held attended
Mr. K. Srinivasa Rao Chairman NED(I) 4 4
Mr. M.V.S. Ramesh Varma Member NED(I) 4 4
Mrs. Namburu Satyavathi Member NED(I) 4 4

NED (I): Non-Executive Independent Director

39. Nomination & Remuneration Committee:

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

• To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

The details of composition of the Committee are given below:

Name Designation Category No. of meetings held No. of meetings attended
Mr. K. Srinivasa Rao Chairman NED(I) 1 1
Mr. M.V.S. Ramesh Varma Member NED(I) 1 1
Mrs. Namburu Satyavathi Member NED(I) 1 1

NED (I): Non Executive Independent Director

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements: •shall possess a Director Identification Number; • shall not be disqualified under theCompanies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent

Directors "as specified in Schedule IV to the companies Act 2013.

a. Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director Service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings: 2.1"Director" means a Director appointed to the Board of the company. 2.2 "KeyManagerial Personnel" means (i) The Chief Executive Office or the managing directoror the manager;

(ii) The Company Secretary; (iii) The Whole-Time Director; (iv) The Chief FinanceOfficer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors) (iv) Retrial benefits (v)Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non – Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non – Executive Directors ofthe Company within the overall limits approved by the shareholders as per provisions ofthe companies act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

43. Stakeholders Relationship Committee:

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. K. Srinivasa Rao Chairman NED(I)
Mr. M.V.S. Ramesh Varma Member NED(I)
Mrs. Namburu Satyavathi Member NED(I)

NED (I): Non Executive Independent Director

B) Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

• To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called info@infronics.comforcomplaints/grievances.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

• No. of complaints received: Nil
• No. of complaints disposed off: Nil

41. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company.

The Directors also wish to place on record their appreciation of business constituentsbanks and other financial institutions other statutory authorities like SEBI ROC StockExchanges NSDL CDSL etc and shareholders of the Company for their continued support forthe growth of the Company.

For and on behalf of the Board of
Infronics Systems Limited
Sd/- Sd/-
M.V.S. Ramesh Varma K. Srinivas Rao
Director Director
(DIN: 06680580) (DIN: 06465192)

Place: Hyderabad

Date: 14.08.2018