The Directors have pleasure in presenting their 7th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.
1. FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31, 2017 is summarized below:
(Rupees in Millions)
Revenue from Operations (Net)
Operating Profit before Finance Cost, Depreciation and Tax
Less: Finance Cost
Profit before Depreciation and Tax
Less: Depreciation and amortization expenses
Profit before Tax
Profit from ordinary activities
Share of profit / (Loss) of non-controlling interest
Profit for the period
Other comprehensive income/(Expenses)
Items that will not be reclassified to Profit or loss, net of tax
Total comprehensive income/(Expenses) for the period
Add: Balance brought forward from previous year
Less: Other adjustment
Profit available for appropriation
Transfer to General Reserve
Transfer to Debenture Redemption Reserve
Excess Losses pertaining to minority
Adjustment on account of depreciation
Balance carried over to Balance Sheet
2. OVERVIEW OF COMPANY''''S FINANCIAL PERFORMANCE
Vide notification dated February 16, 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards ("Ind AS") to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. The standalone and consolidated financial statements for the financial year ended March 31, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.
Net revenue from operations on standalone basis increased to Rs, 531.45 million as against Rs, 431.13 million in the previous year - a growth of 23.27%. The Company has earned Profit before Finance Cost and Depreciation of Rs, 557.26 million during the year under review compared to profit of Rs, 268.39 million during FY 2015-16 - grew by 107.63%. The above results have been achieved by service led sales resulted in more comprehensive customer engagement. After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood at Rs, 1.78 million compared to profit of Rs, 418.71 million during FY 2015-16. Current year''''s net profit remained lesser in view of tax impact under IND AS transition.
Net revenue from operations on consolidated basis increased to Rs, 4,413.41 million as againstRs, 3,369.50 million in the previous year - a growth of 30.98%. The Company has earned Profit before Finance Cost and Depreciation of Rs, 830.27 million during the year under review compared to Rs, 274.08 million during FY 2015-16 - grew by 202.93%. The above results have been achieved by service led sales resulted in more comprehensive customer engagement. After providing for Depreciation, Prior period adjustments and Taxation, the Net profit after minority interest for the group for the current year stood at Rs, 441.08 million as against profit of Rs, 93.71 million in the previous year -a growth of 370.69 %.
3. CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of your Company for
the Financial Year 2016-17 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules made there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations”). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by the respective Board of Directors.
During the year, the Board of directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements include the Financial Statements of its Subsidiaries. Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed Form AOC-1 has been disclosed in the Consolidated Financial Statements given in this Report as Annexure - A.
Any member desirous of obtaining a copy of the said financial statements may write to the Company at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.infibeam.ooo. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM as required under Section 136 of the Companies Act, 2013.
During the year under review, your Company has formed a Wholly Owned Subsidiary Company with Registration No. 93697 as a Free Zone Limited Liability Company namely "Infibeam Global EMEA FZ - LLC" (Incorporation Date - 17.07.2016) at Dubai Internet City, Dubai to develop the business activities of the Company in Asia, Middle East and Africa.
5. MERGER OF AVENUES (INDIA) PRIVATE LIMITED ("CC AVENUE") WITH THE COMPANY
In order to improve operational efficiency, the Board of Directors of the Company in its meeting held on July 13, 2017, after considering the recommendations of the Audit Committee, approved the amalgamation of Avenues (India) Private Limited with the Company through a Scheme of Amalgamation ("Scheme") under Section 230 to 234 of the Companies Act, 2013 subject to necessary approvals of Shareholders, Creditors, the Registrar of Companies, the Stock Exchanges, Hon''''ble National Company Law Tribunal, Securities and Exchange Board of India and/or other competent statutory/regulatory authorities and other third party approvals, as may be applicable. The Company has applied for observation letters on July 17, 2017 to BSE Limited and the National Stock Exchange of India Limited, in terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
6. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company and its Subsidiaries is given in this Report, appearing separately on page 24.
7. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the
Listing Regulations, detailing the various initiatives taken by your Company on the environmental, social and governance front is given in this Report as Annexure - B.
8. TRANSFER TO RESERVES
The Company does not propose to transfer any amount to general reserve.
In order to conserve resources for business expansion, your directors do not recommend any dividend for the Financial Year 2016-17.
The Dividend Distribution policy is available on your Company''''s website www.infibeam.ooo and annexed with this Annual Report as Annexure - C.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
No material changes and commitments other than disclosed as part of this report, affecting the financial position of the Company have accrued between March 31, 2017 and the date of the report.
11. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
12. CHANGE IN SHARE CAPITAL
During the Financial Year 2016-17, the Paid up Share Capital of the Company has been increased from Rs, 530.91 million to Rs, 538.94 million pursuant to allotment of 8,02,599 Equity Shares of the face value of Rs, 10/- each.
The paid up Equity Share Capital as on March 31, 2017 was Rs, 53,89,39,200.
The Company during the Financial Year 2016-17 after obtaining necessary approvals, has allotted,
1. 2,70,900 Equity Shares of Rs, 10/- each on September 26, 2016, to the Employees under both (SOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs, 533.62 million.
2. 23,532 Equity Shares of Rs, 10/- each on December 8, 2016, to the Employees under both t SOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs, 533.86 million.
3. 66,986 Equity Shares of Rs, 10/- each on February 6, 2017, to the Employees under both ESOP Schemes. After the issue, the Equity Share Capital of the Company stood at ? 534.53 million.
4. 4,818 Equity Shares of Rs, 10/- each on March 24, 2017, to the Employees under both ESOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs, 534.58 million.
5. 4,36,363 Equity Shares of Rs, 10/- each and at premium of Rs, 1,365/- on March 24, 2017, to the Bennett Coleman and Company Limited ("BCCL"), Non-promoter Body Corporate on preferential issue basis upon conversion of one Convertible Warrant of Rs, 600 million (Rupees Six Hundred Million Only), after complying provisions and guidelines undei the Companies Act, 2013, SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. After the issue, the Equity Share Capital of the Company stood at Rs, 538.94 million.
14. ALLOTMENT OF ONE CONVERTIBLE WARRANT TO NONPROMOTER ON PREFERENTIAL BASIS:
The Company, after obtaining necessary approvals, has issued and allotted one convertible warrant of Rs, 600 million on March 6, 2017 to Non-Promoter(s) on Preferential Issue basis after complying relevant provisions and guidelines under the Companies Act, 2013, SEBI & Listing Regulations. The said warrant was converted in to 4,36,363 Equity Shares of Face Value of Rs, 10/- each and Premium of Rs, 1,365/- per Equity Share on March 24, 2017.
There are no material variations between the projections and actual utilization of the funds raised through Preferential Issue by the Company during the year 2016-17.
15. SPLIT OF EQUITY SHARES
The Board of Directors of the Company at its meeting held on July 13, 2017 has approved the split of Equity Shares of the Company from Face Value of Rs, 10/- each into 10 Equity Shares of Face Value of Rs, 1/- each subject to approval of members of the Company. The said split of Equity Shares was approved by the members in the Extra Ordinary General Meeting held on August 11, 2017 and our Company is in the process of implementing the said decision of split of Equity Shares.
16. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vishal Mehta, Managing Director, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The details of Director being recommended for re-appointment as required under the Listing Regulations are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.
The Independent Directors of your Company are not liable to retire by rotation.
Mr. Vishal Mehta, Managing Director, Mr. Hiren Padhya, Chief Financial Officer and Mr. Shyamal Trivedi, Vice President & Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2016-17, 6 (Six) Board meetings were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.
18. DIRECTOR''''S RESPONSIBILITIES STATEMENT
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 being end of the Financial Year 201617 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) That the Directors had prepared the annual accounts on a going concern basis.
(v) The Directors, in the case of a Listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. DECLARATION BY INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY
Your Company has received declaration from all the Independent Directors confirming tliat they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
20. NOMINATION AND REMUNERATION POLICY OF THE COMPANY
The Company''''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'''' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is available on the Company''''s website www.infibeam.
There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors, if any, is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
21. ANNUAL EVALUATION OF BOARD PERFORMANCE
The Board of Directors have carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and Listing Regulations.
Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing regulations.
1. Statutory Auditors
A. At the Annual General Meeting held on September 30, 2014, M/s. B S R & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2018-19. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLP, Chartered Accountants as Statutory auditors of the Company, is placed for ratification by the shareholders.
B. At the Annual General Meeting held on September 15, 2016, M/s. S R B C & Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 202021. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S R B C & Co. LLP, Chartered Accountants as Statutory auditors of the Company, is placed for ratification by the shareholders.
Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rule issued there under
(including any statutory modification (s) or re-enactment(s) for the time being in force), from both M/s. S R B C & Co. LLP and M/s. B S R & Associates LLP Further, both have confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.
- STATUTORY AUDITORS'''' REPORT
During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Companies Act, 2013.
II. Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013, the
Board of Directors of your Company at its meeting held on May 30, 2017 has appointed M/s. SPANJ & Associates, Company Secretaries, as the Secretarial Auditor to conduct an audit of the secretarial records, for the Financial Year 2017-18.
- SECRETARIAL AUDIT REPORT
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. SPANJ & Associates, Company Secretaries. The said Report is attached with this Report as Annexure - D.
There are no remarks / qualification in the Secretarial Audit
Report, hence no explanation has been offered.
23. EXTRACT OF ANNUAL RETURN
The extract of Annual return in Form MGT - 9 has been attached herewith as Annexure - E.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2017, are set out in Note  to the Standalone Financial Statements forming part of this report.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''''s website at www.infibeam.ooo. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''''s Length.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
26. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - F which forms part of this report.
The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company till the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
27. COMMITTEES OF THE BOARD
As on March 31, 2017, the Board had Four (4) Committees: the audit committee, the nomination and remuneration committee, the stakeholder''''s relationship committee and the corporate social responsibility committee, in term of the requirement of the Act and Listing Regulations. For detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms part of this report.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has incurred losses in two Financial Years out of three immediately preceding Financial Years. Hence, the Company is not required to spend any amount for CSR activities in Financial Year 2016-17.
The CSR policy is available on your Company''''s website www. infibeam.
29. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.
Any incidents that are reported are investigated and suitable action taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Company''''s website www. infibeam.
30. INTERNAL FINANCIAL CONTROLS
The Board of Directors of your Company is satisfied with the Internal Financial Control process. These are reviewed periodically and made part of work instructions or processes in the Company. The Company continuously tries to automate these controls to increase its reliability. The Directors have in the Directors Responsibility Statement under paragraph (e) confirmed the same to this effect.
31. RISK MANAGEMENT
The Company has a Risk Management Policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.
32. DETAILS OF EMPLOYEE STOCK OPTION PLANS
During the Financial Year 2016-17, 3,58,223 options were granted to eligible employees of the Company and 3,66,236 options were exercised by the employees after vesting in both the ESOP Schemes. Accordingly, the Company has made the allotment of 2,70,900 equity shares on September 26, 2016, 23,532 equity shares on December 8, 2016, 66,986 equity shares on February 6, 2017 and 4,818 equity shares on March 24, 2017 against the options exercised by the employees.
The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.infibeam. and web link for the same is http://www.infibeam.ooo/ investor desk/ESOP details.
33. EMPLOYEE SAR SCHEME
The Board of Directors of the Company at its meeting held on July 13, 2017 has approved the Infibeam Stock Appreciation Rights Scheme 2017 (''''Scheme'''') as per SEBI (Share Based Employee Benefits) Regulation, 2014 for employees of the Company as
well as for Subsidiary Companies and also to set up Infibeam Employees Welfare Trust ("Trust") for the implementation of Scheme to acquire the Equity Shares from secondary market by the Trust. The said Scheme was approved by the members in the Ixtra Ordinary General Meeting held on August 11, 2017.
34. CORPORATE GOVERNANCE REPORT
In compliance with Regulation 34 of the listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report is attached herewith as Annexure - G.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the Company during the year under review.
Further during the year under review, details of foreign exchange earnings and outgo are as given below:
(Rupees in Millions)
Earning in Foreign Currencies
Expenditure in Foreign Currencies
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 in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 2016-17.
37. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on your Company''''s website www.infibeam.ooo.
38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
The Board places on record its appreciation for the continued cooperation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.
For and on behalf of Board of Directors of
Infibeam Incorporation Limited
Place : Ahmadabad Chairman
Date : August 14, 2017 [DIN: 01234707]