TM

PLATFORMIZED ECOSYSTEMS BUILD BETTER BUSINESSES.

INFINITE COMPUTER SOLUTIONS[INDIA]LIMITED

ANNUAL REPORT 2014 -2015

[FLOW]

01

02

03

04

05

BUSINESS SUMMARY01 | INFINITE OVERVIEW03 | HIGHLIGHTS OF THE YEAR

STRATEGIC REVIEW05 | LETTER TO STAKEHOLDERS

OPERATIONAL REVIEW07 | BUSINESS SEGMENT REVIEW13 | BOARD OF DIRECTORS15 | LEADERSHIP TEAM

STATUTORY REVIEW16 | DIRECTOR’S REPORT51 | CORPORATE GOVERNANCE REPORT64 | AUDITORS' CERTIFICATE & CODE OF CONDUCT65 | CEO & CFO CERTIFICATION

FINANCIAL STATEMENTS66 | CONSOLIDATED FINANCIAL STATEMENTS85 | STANDALONE FINANCIAL STATEMENTS

[FOOTHOLD]THE RELENTLESS

PURSUIT OF

EXCELLENCE

01

Infinite Computer Solutions (India) Limited was established in 1999. The company is a global service provider of Platformized™ Solutions and Frameworks for IT Services, Product Engineering Services, Enterprise Mobility & Next-Gen Messaging Products and Solutions. Infinite caters to a number of sectors mainly the Telecom & Media, Healthcare, BFSI, Hi-Tech and Technology.

The company currently has around 88 active customers and long standing relationships with various Fortune 1000 Companies. It has offices spread across India, US, UK, Germany, China, Hong Kong, Malaysia and Singapore including delivery centers in the US at Maryland, Illinois and Westford and in India at Bangalore, Chennai & Gurgaon. The company has a global employee strength of 5,138, out of which 3,331 are based in India.

Infinite's paradigm shift from IT services to Platformized™ solutions and frameworks aptly implies that the company is well equipped with advanced technological competencies across industries. Infinite's intelligent platforms ensure higher productivity gains with multiplied business Impact. The companies working on our automated platforms and frameworks move faster than their people dependent traditional counterparts, clocking in quicker response time, generating higher revenues with reduced risks and costs.

To give you a brief overview of our service offerings, our process-driven IT services and solutions span across Application Management and Infrastructure Management domains with added features of platformization, scalability, and solutions, taking the concept of platform as a service to the next level. The company also enables optimization of technology and enterprise services to deliver value across the IT value chain to help companies align IT with its business objectives.

Our Enterprise Analytics solution offers a perfect blend of traditional and next-gen business intelligence platforms that enable improved data insight for customers, imperative in the present scenario where entrepreneurs are shifting towards social, mobile, analytics and cloud technologies to work in a more collaborative, efficient and real-time environment and our technical competency effectively covers every segment of Enterprise Analytics.

Infinite's Service Oriented Architecture (SOA) solutions help customers to achieve their maximum business benefits with clearly defined ownership and accountability. Our solutions are at the forefront of working with many enterprises helping them adopt, refine and implement SOA solutions.

Infinite's prowess in Product Engineering for broadband networking enables Telecom OEM manufacturers to manage the challenges of bringing down time to market in a business environment that requires constant innovation and shorter product cycles. The services also include performance and scalability planning, development cost appreciation, reliability requirements and concept-to-manufacturing. Infinite puts itself at the fore front of telecom & Industrial transformation by leveraging its 19+ years' experience in legacy products and integrating next generation technologies like SDN, NFV, IoT & Cloud to achieve maximum performance at lowest cost for our customers.

Infinite's modern platforms are engineered to be extremely scalable and compatible with the Next-Gen technologies like 4G/LTE and secure Cloud Application based platforms. Our Solutions, provide comprehensive messaging products and services portfolio with its cutting edge products and technology that comprises of Multimedia Messaging Service Center (MMSC), Short Message Service Center(SMSC), Short Message Service Gateway (SMS Gateway), Rich Communication Suite(RCS), & Converged Messaging Server (CMS), delivering over a trillion messages globally to more than 130 million subscribers.

Our Enterprise Mobility Solutions deliver business value throughout the entire Enterprise Mobility journey, helping global organizations engage their customers, enhance organizational effectiveness, productivity and efficiencies as they embark on digital transformation.

In summary, Infinite, through its diversified product portfolio and enhanced platformization approach, has developed a strong customer network with leading corporations globally. The company has deep domain expertise in niche areas across enterprise mobility, enterprise analytics, service oriented architecture, quality assurance, agile development, healthcare solutions and broadband networking that help the company sustain in an ever changing and challenging business environment.

02

[HIGHLIGHTS]THE ROAD

TO SUCCESS

HAS NO

SHORTCUTS

03

PATENT NO. 8,898,235

N E T S F E R E

S T E V I E A W A R D

TMCNETCRM NETWORK PRODUCT GUIDE

UNIFIED

NASSCOM TOP

20

E X C E L L E N C E A W A R D

I T W O R L D A W A R D

E N T E R P R I S E M E S S A G I N G S E R V I C E

COMMUNICATION PRODUCT OF YEAR AWARDS

34 NEW CLIENTS

04

[FOCUSED]LEADING THEWAY INTOTHE FUTURE

05

Dear Stakeholders,

Financial Year 2014-15 was a challenging year not only for Infinite but for the entire IT Industry in general. The IT industry is rapidly changing in its approach and with that bringing in changes to client expectations. The headwinds faced in this year have made your company emerge as a stronger market enabled company. To tackle these challenges your company saw alterations in terms of both strategy and technology. At Infinite, change is dealt with flexibility and our focus on client value addition. I believe this year will be remembered as a game changer for the company as a whole.

Our leadership in the Next-gen Mobility Messaging products and solutions, our TMexpanding horizon in innovative Platformized solutions and frameworks for

businesses approach. Our Ability to strengthen and grow our position in differentiated and niche business areas through our established CoE's and continuity to provide our clients with flexible high return engagement models, have enabled us to become a stronger company for the longer run.

Even after facing a very challenging year, your company's net profit scaled up by 26% YoY and stood at 113 Cr. Total Income for the year stood at 1,737 Cr with its IT services segment contributing to 1,216 Cr, Product Engineering Services contributed 245 Cr and the contribution from the Mobility services segment was around 276 Cr.

Given the present IT industry scenario all enterprises with a vision have expressed an interest in shifting to social, mobility, analytics and cloud. Your company's process driven and business-aware solutions helps these enterprises to expedite the

TM process. It provides scalability, platformization and Platformized solutions & frameworks, hence providing an entirely different level of 'Platform as a Service'. Infinite's cloud-based iTaaS efficiently satisfies the demands of an IT infrastructure that affects the critical operations of a company, it allows its clients the flexibility to choose a level of support that suits their needs.

We have always been passionate and optimistic on the ability of our Mobility Products & Solutions, such as Enterprise Mobility Solutions (EMS), Rich Communication Suite etc. The past year gave us a significant amount of reassurance in our products & solutions, One of our products EMS was entrusted by a couple clients from the EU and NAM regions. This year also saw the launch of some key new products in the global market including Multimedia Messaging for Enterprises, Enterprise Messaging Services Flex for A2P service providers and a new cloud based secured internal Enterprise Messaging service–NetSfere. Netsfere provides enterprises with a secure platform for internal communication and gives the IT department complete control over how the employees send and access information across devices. Apart from Netsfere we also introduced a new breakthrough patented technology for our award winning messaging product line.

Your company also continued its award winning spree in Financial year 2014-15, where we won several awards and industry recognitions like the NASSCOM Top 20 IT players, Unified Communications Product of the Year Award 2014, Stevie Award 2014 and the TMC's CRM Excellence Award 2014 etc. Looking forward your company will focus on imparting maximum value to its stakeholders, by expanding its revenues and margins. We believe that the company has taken the correct strategic measures to evolve from a service oriented approach

TM to product oriented approach from its pioneering Platformized solutions. Additionally, your Company will continue to focus on developing relevant delivery platforms that integrate newer, niche technologies on a cloud-based framework and continue to stregnthen its position in the ever evolving IT industry.

On behalf of myself and the entire company, I would like to express our gratitude for the confidence and support you have maintained in us over the years. It has always been our infinite endeavour to continue to enhance value for all.

Regards,

MANAGING DIRECTOR & CEOUPINDER ZUTSHI[ [

06

[SERVICES]IT

PLATFORMIZED™

BUSINESS SOLUTIONS

FOR A DIGITAL ECONOMY

07

The ITS division of Infinite continues to grow its footprint within its existing client base while consistently adding new customers using its Platformization™ approach of providing repeatable, digitized business solutions. Our rich experience in the application development and maintenance with strong focus on integration legacy and next generation technologies has helped us garner a revenue of 1,216 Cr in FY15, which is growing at a healthy CAGR of around 15% over the last five years.

We have developed key technological strengths in the areas of Mobility, Security, Analytics, Cloud, Agile applications and IT operations, these strengths combined with significant domain investments, have enabled us to create verticalized solutions that leverage the common needs of business functions in every market. Infinite has built Delivery Platforms, Niche Expertise and Labs to supplement its value to customers including: Patient-care Platform, Recommendation Analytics engine, Publishing Industry platform, Social Media Platform along with iTaaS. Infinite's Platformization approach enables business transformation for its customers.

Infinite's Platformization strategy provides productized solutions using proprietary industrialized frameworks to create industry specific software platforms that optimize investments while providing clients with the competitive edge through a faster go-to-market strategy and flexibility in responding to market dynamics. This approach puts Infinite right in the middle of its customer's time to market value chain by providing acceleration, repeatability and cost optimization in delivering business outcomes. The Platformization strategy has already shown good traction in Infinite's Mobility and PES Services, the company is now increasingly adopting the same approach under its IT Services .

Platforms that make a differenceOur deep technology strengths in Mobility, Security, Analytics, Cloud, Agile applications and IT operations combined with significant domain investments, have enabled us to create verticalized solutions that leverage the common needs of business functions in each market.

Healthcare With continued growth and tighter scrutiny, healthcare organizations are investing heavily in business solutions. Infinite's healthcare practice provides Platformized™ solutions targeted at Payers, Providers, Managed Care Organizations, Pharmaceutical companies and Government Healthcare organizations. Infinite signed its largest Standalone managed services contract in this space and has added a multitude of new clients using its Healthcare platforms. Other offerings such at the Patient Centric Connected Care (PC3) use a secure cloud environment providing customized access to a multitude of health services globally including patient health assessment, symptom checker and others. These platforms with Infinite's proven excellence in implementing healthcare technology solutions and processes has greatly increased Infinite's traction in the healthcare marketplace.

Media & Content Media and content consumption and distribution have seen dramatic shifts over the last few years. As consumption patterns move from the print to mobile and beyond, the Media industry have exciting new opportunities to leverage technology to create a path for the future of the industry. Infinite's Media and Content Platforms leverages automation for e-publishing, analytics, and natural language processing for a smarter Recommendation engine and effort optimizing technology for content digitization. These platforms help our traditional publishing as well as new age media clients accelerate the evolution of their digital offerings helping them increase the consumption of their content using new consumption channels.

BFSI Our banking portfolio includes solutions for Money Transfer Agencies, Retail & Commercial Banking, Financial Advisors & Wealth Managers, and Insurance companies. Infinite's platforms provide actionable data based insight, automate institution operations, secure mobile gateways for money transfer engines and enable compliance to regulatory requirements. Delivering these solutions and platforms has helped our legacy and new customers to benefit from Infinite's ability to ensure 100% compliance, reduced risk and enhanced user experience. A leading global money transfer & a payment service company was signed onto our clientele.

Telecom/TechnologyThe Telecom industry itself is going through a major transformation moving away from being just a “Telco” to becoming a one stop shop “Technology” provider to the retail and enterprise consumers.As part of this paradigm shift, Infinite is partnering with Telecom service providers and providing services ranging from core OSS/BSS support to the digital experience journey that the Telcos have now embarked on leveraging Cloud and Mobile platforms. Our Platformization approach has been recognized as a market leader in the Telecom industry with an ecosystem of services spanning Big Data, Network/Spend Analytics, Cloud Migration, Mobility and Messaging Services.

08

[MESSAGING]MOBILITY

THE FUTURE

OF ENTERPRISE

MESSAGING

IS HERE

09

Infinite's Mobility Solutions that was the result of a strategic acquisition of Motorola's messaging product continues to show tremendous growth of about 30% CAGR over 5 years, scaling to about 276 Cr. Since then we have modernized the platform to be compatible with the Next-Gen technologies like 4G/LTE and extremely scalable, futuristic, secure Cloud Application based platforms. The Company provides a comprehensive messaging products and services portfolio with its cutting edge products and technology that comprises of Enterprise Messaging Services suite (EMS), secure messaging through its Standalone app NetSfere, Multimedia Messaging Service Center (MMSC), Short Message Service Center (SMSC), Short Message Service Gateway (SMS Gateway), Rich Communication Suite (RCS), Personal Messaging Cloud (PMC) and Converged Messaging Server (CMS), delivering around trillions of messages globally to more than 130 million subscribers. Infinite is a GSMA member enabling our participation in a professional association covering more than 220 countries and including 800 of the world's leading mobile operators.

This Year our Mobility & Messaging business introduced yet another breakthrough patented technology for its messaging product line. Issued by the U.S. patent office, Patent No. 8898235 which covers mobile message disposition notifications and supports our Method and Devices for Message Disposition Notification after Session Termination invention.

Apart from technology, this year also saw launching of key new products in the global market including Multimedia Messaging for Enterprises, Enterprise Messaging Services Flex for A2P service providers and a new award winning, cloud based secured internal Enterprise messaging service – NetSfere. NetSfere provides businesses with a secure platform for internal communication and give IT departments complete control over how employees send and access information across multiple devices. This next-generation enterprise messaging service enables employees to securely communicate business information in real time over a user-friendly web interface or mobile messaging app. The new service for businesses is built on a private, highly secure platform that gives companies complete control over user privileges and company data. This cloud-based messaging service includes message encryption, device-to-device encryption and full administrative control of all accounts and devices, enabling businesses to manage internal enterprise communication in today's increasingly Bring-Your-Own-Device (BYOD) enterprise landscape. Through NetSfere's interface, IT administrators have centralized control of end user policies, enabling IT teams to manage what enterprise information employees exchange through the app.

One of the key highlights this year was that a US based global payment services provider launching our award-winning Enterprise Messaging Service (EMS) as its next-generation messaging platform. Built as a globally scalable service to provide a robust and enhanced service to this enterprise, EMS will securely deliver messages to customers through push notifications, alerts, queries, requests, surveys and more. EMS also features end-to-end service support, as it is proactively monitored to prevent any message delivery issues. Additionally, an analytics and reporting dashboard will allow the enterprise to measure the effectiveness of messages and campaigns. With EMS, the enterprise's customers will be able to receive notifications about money transfers and one-time password verifications to receive funds.

EMS was also entrusted by an European car dealership software solutions and services provider to power its sms product. Using which car dealers can send automated messages, such as appointment reminders, vehicle status updates or satisfaction surveys, to individual customers or bulk groups. EMS provides the company with scalability and cost-effective customization and also easily links the technology to its Customer Relationship Management solutions. Additionally, the online portal gives dealerships the ability to view real-time statistics on the message delivery status and send SMS campaigns for seasonal checks or service and sales offers, as examples. The company's solution currently handles 50 million appointments annually and is available in 17 languages.

Our Mobility & Messaging segment this year too has continued to win us multiple accolades from the industry, including Gold & Silver Stevie Awards, TMC Net CRM Excellence Award, Unified Communications Product of the Year Award and Network Product Guide IT World Awards.

10

[ENGINEERING]PRODUCT

AT THE FORE

FRONT OF

TRANSFORMATION

11

The Product Engineering Services (PES) Service offers was added to our service offering after the acquisition of Comnet International in 2007. This vertical provides leading edge solutions to our customers in Telecom and Industrial Control & Automation segments with hardware and software development and full life-cycle support for products, platforms and systems. The PES vertical contributes around 14% of our overall revenue. In FY15 our revenues from PES stood at INR 245 Cr., which have shown a steady growth of 10% CAGR over the last 5 years.

In today's challenging and competitive business scenario, it has become imperative for businesses with continuously evolving product lifecycle elements to deal with the increase in expectations of quality, manufacturing process optimization, design cost pressures and to reduce the product development time. The increasing demand for enriching user experience also places more emphasis on cutting edge product engineering solutions.

The company focuses on providing IP Led Solutions to Telecom OEMs/ISV, Telecom Service Providers, Content Distribution enterprises, Healthcare Providers and Technology Companies through the Revenue Share model. It helps our global customers rationalize product costs and move us from an IT Vendor to an IT Partner. Our dedicated labs, for customers allow them to conduct detailed testing multi-vendor interoperability, automation and remote product testing.

Infinite puts itself at the fore front of telecom & Industrial transformation by leveraging its 2 decades, experience in legacy products and integrating next generation technologies like SDN, NFV, IoT & Cloud to achieve maximum performance at lowest cost for our customers. With this foray into the Next-Gen technologies like SDN , NFV, IoT & Cloud, we are observing new streams of innovations coming up. This year also saw initiatives like Lab Management Service and Openstack Suite and became a “Cloudband” ecosystem partner promoted by Alcatel Lucent.

Telecom Business HighlightsOur Telecom Business continues to offer unique value to our customers through end-to-end services from hardware and software design, development, testing, and test automation to installation and long term product sustenance, field engineering and Tier 2/3 support for Datacom, Optical and Wireless networking products:

Senior architects driven teams across the globe whose track record speaks of design, development, deployment and support of high availability (99.999%) systems.

Commercialization success of more than 80% is an indication of our quality standards. Successfully designed, developed and deployed multiple telecom solutions in

operators' network. Test facility spread across 11000+ sq. ft. state of the art labs in Chennai, India and

Westford, USA.

Deeper inroads into Industrial Control & Automation PracticeGrowing requirements of high product quality, paired with expectations of equally high reliability systems in high-volume production, mean that the scale of industrial automation will continue to grow. Smart and energy efficient systems, mobility, security, analytics and cloud enablement are the important needs facing modern industry. Infinite's industrial automation services and solutions address all of these needs, providing outstanding reliability, robustness and excellent quality.

We provide services and solutions across various segments such as Automation & Process Control, Drives & Motor Control, Power & Electrical Products, Facilities Automation, Test and Measurement.

Focus on Internet of ThingsWhether you are an individual, technology developer, or adopter of these technologies, the Internet of Things will stretch the boundaries of today's systems. With a distinct advantage of deep expertise in key components viz. Sensors and Actuators, Connectivity & Processes which enable Internet of Things, we are getting our customers prepared for the future by designing & developing compelling IoT solutions and deploying them in cloud.

We intend to continue to offer revenue share engagements through acquisitions and rebadging of Datacom / Optical, 4G & other wireless products and further augment out Intellectual Property. We continue to strengthen our global sales and solutions team to cover key customer across regions and continue to target Tier-1 Telecom OEMs and Industrial Automation companies.

12

[HEADSHIP]LEADING

THE WAY

FORWARD

13

Sanjay GovilChairman

Upinder ZutshiManaging Director

& CEO

Narendra Kumar Agrawal

Non-Executive Director

Ajai Kumar Agrawal Ravindra Rama Rao Turaga

Ashok Kumar Garg Sadhana Dikshit

Independent Directors

[DIRECTORS]

14

Anjana AroraVP-Business

Marketing (ITS)

Jai MohanVP- Delivery IT Services

[LEADERS]

Amit Srivastav President–IT Services

Anurag LalCEO Infinite Convergence

Upinder ZutshiMD & CEO

KS RaoEVP–Product

Engineering Services

Sanjeev GulatiEVP, CFO

Ashoka TankalaEVP, Head-US Finance

& Operations

Pankaj JaiswalSVP, Business Head–APAC

Vamsee ChepurSVP, Head–Customer

Advocacy, North America

Subbarao BadetiSVP, Head–Global

Professional Services

Ravi NimmagaddaSVP, Head–

Client AcquisitionNorth America

Srirama SrinivasanSVP-Client Partner,

Media & Healthcare,North America

Sheppard Lyngdoh SVP – Delivery,

IT Services

Brock KillenVP-Finances & Operations

Infinite Convergence

Jay FaheyVP-Product Development

& Support, Product Engineering Services

Jagannath RaoVP-Infinite

Convergence

Franz ObermayerRegional VP-Sales,

Europe

Samuel SandegrenVP-Delivery, Product Engineering Services

Rajesh RaoVP-Delivery, IT Services

Manish AgarwalVP-Corporate Affairs

Harish PaiVP-Solutions &

Centre of Excellence

Anshuman PattanaikAVP- India Operations

Chee Leng LoyRegional VP-APME,

Infinite Convergence

15

To the Members,

Your Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company together with the accounts for the Financial Year ended March 31, 2015.

Financial Performance of the Company

The financial performance of your Company for the year ended March 31, 2015 along with previous year's figures is given here under:

Consolidated Financials of the Company and its Subsidiaries

Overview of Company's Financial Performance

Consolidated Accounts

Consolidated revenue for the fiscal year 2015 was 17,442.63 Million which was flat compared to the previous year. Net Profit before tax was 1,441.52 Million and Net Profit after tax was 1,128.84 Million a growth of about 25.7% over the previous year.

The Consolidated Financial Statements of your Company for the financial year 2014-15, are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

Standalone Accounts

Standalone revenue for the fiscal year 2015 was 4,311.60 Million. Net Profit before tax was 1,258.04 Million and Net Profit after tax was 1,035.51 Million.

Subsidiaries

A separate statement containing the salient features of Financial Statements of all Subsidiaries of your Company forms a part of the Consolidated Financial Statements in compliance with the Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of your Company during the business hours except Saturdays, Sundays and public holidays up to the date of Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of your Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of the Subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company. (www.infinite.com)

DIRECTORS' REPORT

Particulars Year ended March 31, 2015 Year ended March 31, 2014

Total Sales and Income

Total Expenses

Total Income before Tax & Depreciation

Depreciation

Profit /(Loss) before Tax (PBT)

Profit /(Loss) after Tax (PAT)

17,442.63

15,485.11

1,957.52

516.00

1,441.52

1,128.84

17,403.21

15,678.34

1,724.87

565.40

1,159.47

898.02

in Million

Standalone Financials of the Company

Particulars Year ended March 31, 2015 Year ended March 31, 2014

Total Sales and Income

Total Expenses

Total Income before Tax & Depreciation

Depreciation

Profit /(Loss) before Tax (PBT)

Profit /(Loss) after Tax (PAT)

4,311.60

2,903.90

1,407.70

149.66

1,258.04

1,035.51

3,720.38

2,933.00

787.38

129.48

657.90

579.43

in Million

16

TM

The financial performance of each of the Subsidiaries in the Consolidated Financial Statements of your Company is set out in the Annexure - A to this Annual Report ( Page No. 21). Additional details of the performance and operations of the Subsidiaries along with the details of the acquisitions and investments made by your Company and its Subsidiaries during the Financial Year are set out in the Management Discussion and Analysis which also forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of the Company's global business during the year under review as well as business outlook, along with a discussion of the operations, performance, future outlook of the Company and its business, internal controls and risk management, is given in the Management Discussion and Analysis, which is given as Annexure – B which forms part of this Annual Report (Page No. 22)

Dividend & Transfer to Reserves

After careful assessment of the funds required by the Company for expansion, your Directors have recommended that the earnings of the Company are to be ploughed back and hence do not wish to recommend any dividend for the Financial Year ended March 31, 2015. 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 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review and, no amount of principal or interest was outstanding as at the Balance Sheet date.

Corporate Governance Report

The report on Corporate Governance is given as a separate section titled “Report on Corporate Governance” which forms part of this Annual Report along with the Certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement. (Page No. 51)

Changes in Capital Structure

a. Buy Back of Securities

The Board of Directors of the Company in their meeting held on June 05, 2013 approved the proposal for Buy-Back of upto a maximum of 30,00,000 Equity Shares for a total consideration not exceeding 30 Crore and at a price not exceeding 120/- per equity share of face value 10/- each from the open market through the stock exchanges. A Public Announcement to the same effect was published on June 07, 2013, in all Editions of “Business Standard” (English & Hindi).

The Buy Back commenced on June 20, 2013 and closed on June 04, 2014. The cumulative number of equity shares bought back under the scheme was 2,411,036 at an average price of 109.42 per equity share.

The paid-up equity share capital of the Company after the extinguishment of shares bought back stood at 401.49 Million comprising of 40,148,959 equity shares of 10/- each.

b. Allotment of Shares

During the year, the Company allotted 7,500 equity shares of 10/- each fully paid up under its Employees Stock Option Plan. As a result of this, paid-up equity share capital of the Company increased to 401.56 Million comprising of 40,156,459 equity shares of 10/- each

c. Sweat Equity / Bonus Shares

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

In view of the new business prospects, your Company incorporated the following Wholly-owned Subsidiary Companies:

Name of the Company

1. Infinite Thinksoft Limited

2. Infinite Techcity Limited

3. Infinite Techsoft Limited

4. Infinite Skytech Limited

Place of Incorporation

India

India

India

India

17

Material Changes Affecting the Financial Position of The Company

During the year under review, the Company closed its Buy Back offer on June 04, 2014 which was approved by the Board in the meeting on June 05, 2013. The Buy Back had commenced on June 20, 2013 and the cumulative number of equity shares bought back under the scheme was 2,411,036 at an average price of 109.42 per equity.

Apart from the above impact, there has been no material change in the nature of business of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate.

Directors and Key Managerial Personnel

a. Appointment(s)

Mr. Ashok Kumar Garg (DIN 03504609) and Mrs. Sadhana Diskhit (DIN 00204687) were appointed as Additional (Independent) Directors on the Board of the Company w.e.f. November 13, 2014 and February 12, 2015 respectively.

According to the provisions of Section 161 of the Companies Act, 2013, Additional Directors shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from a Member of the Company along with a deposit of 100,000 proposing their candidature for appointment as Directors of the Company under the provisions of Section 160 of the Companies Act, 2013.

The Board considers that it is in the interest of the Company to continue to have the rich experience and expertise of Mr. Ashok Kumar Garg and Mrs. Sadhana Dikshit and hence recommends their appointment as Independent Director(s) of the Company for a period of five (5) and three (3) consecutive years w.e.f. November 13, 2014 and February 12, 2015 respectively, not liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sanjay Govil will retire in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume and other details relating to the Directors who are to be appointed/re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement is furnished in the Notice convening the Sixteenth Annual General Meeting of the Company.

b. Key Managerial Personnel

During the year, Mr. Upinder Zutshi, Managing Director & CEO, Mr. Sanjeev Gulati, Executive Vice President & CFO and Mr. Rajat Kalra, Company Secretary of the Company, were designated as Key Managerial Personnel (KMP) as per the provisions of Section 203 of the Companies Act, 2013.

Further, no appointment/ resignation of KMPs were made during the year.

Disclosure Relating to Remuneration of Directors, Key Managerial Personnel & Particulars of Employees

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on November 13, 2014 formulated the Nomination & Remuneration Policy of your Company on recommendation from Nomination & Remuneration Committee. The salient features and terms of reference are covered in the Corporate Governance Report which forms integral part of this Report.

The particulars of remuneration of employees/ Directors as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure – C of this Annual Report. (Page No. 27)

Directors Responsibility Statement

In compliance with Section 134(3) (c) of the Companies Act, 2013, your Directors confirm that:

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

ii. they have 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

iii. they have taken proper and sufficient care for the 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. they have prepared the Annual Accounts on a going concern basis;

v. they have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18

TM

Number of Meetings of the Board

The details of the number of meetings of the Board and its Committees are provided in the Corporate Governance Report which forms an integral part of the Annual Report.

Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as provided under the provisions of the Companies Act, 2013 read with the Schedule IV of the Act and the Rules issued there under as well as the Clause 49 of the Listing Agreement.

Performance Evaluation of the Board, Its Committees & Directors

Your Company conducted the Performance Evaluation of the Board, its Committees and Directors. The details of which are provided under Corporate Governance Report which forms part of this Report.

Employee Stock Option Plan

The details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and SEBI (Share Based Employee Benefits) Regulation, 2014 are set out in the Annexure - D and forms an integral part of this Annual Report. (Page no. 30)

Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the Financial Year ended March 31, 2015 is provided as the Annexure – E of this Annual Report. (Page No. 32)

Auditors & Auditors' Report

a. Statutory Audit

M/s. Amit Ray & Co., Chartered Accountants were appointed as Statutory Auditors for a period of 3 Financial Years i.e. 2014-15, 2015-16 and 2016-17 by the Shareholders in the 15th Annual General Meeting of the Company held on September 24, 2014, subject to ratification of appointment every General Meeting.

M/s. Amit Ray & Co. have confirmed their eligibility and willingness to accept the office of the Auditors for the Financial Year 2015-16, if ratified by the Shareholders in the ensuing Annual General meeting.

Further the Auditors Report being self-explanatory does not call for any further comments by the Board of Directors.

b. Secretarial Audit

Your Company had appointed M/s APAC & Associates, Practicing Company Secretaries to conduct Secretarial Audit of your Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is annexed herewith as Annexure – F to this Annual Report. (Page No. 39) It does not contain any adverse remarks or qualifications.

Corporate Social Responsibility Initiatives

The concept of Corporate Social Responsibility has gained prominence from all avenues. Organizations have realized that Government alone will not be able to get success in its endeavor to uplift the downtrodden state of the society. With a view to help growth of the society and the company at large, your company has adopted Corporate Social Responsibility (CSR) as a tool for sustainable growth of the society. In terms of provisions of Section 135 of the Companies Act, 2013 & Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as the CSR Policy and details are contained in the Annual Report on the CSR Activities as provided under Annexure – G. (Page No. 46)

Adequacy of Internal Financial Controls

The Board of your Company is responsible for establishing and maintaining adequate Financial Controls as per the provisions of Section 134 of the Companies Act, 2013. The Board has laid down policies and processes in respect of Internal Financial Controls and ensures the controls to be adequate and operating efficiently.

These controls cover the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the companies policies, safeguarding of its assets of the Company, prevention and detection of its frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

19

Related Party Transactions

During the year under review, your Company has entered into transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) rules, 2014, which were in the ordinary course of business and on Arms' length basis and in accordance with the provisions of the Companies Act, 2013. The particulars of such transactions entered are set out in the Form AOC – 2 as provided under Annexure – H of this Annual Report (Page No. 48).

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013, have been disclosed in the Financial Statements.

Vigil Mechanism

Your Company has established a Vigil Mechanism and formulated a Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement. The Policy provides the framework and processes through which the employees can express their genuine concerns. It also provides adequate safeguards against victimization of employees against any kind of discrimination, harassment or any unfair practice being adopted against them.

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

http://www.infinite.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 at workplace and matters connected therewith or incidental covering there to all the aspects as contained in “The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2003”. Your company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year, the Company did not receive any complaints under the said Act.

Significant/ Material Orders passed by the Regulators

There were no significant/ material orders passed by any of the Regulators or Courts or tribunals impacting the going concern status of the Company and its operations in future.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is furnished herein. Your Company being a software solution provider requires minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Foreign Exchange Earnings and Outflows

i. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 15 sales offices spread over USA, Europe and APAC. These offices are staffed with sales and technical staff for enhancing the company's sales to overseas customers.

ii. Foreign Exchange earnings and outgo

The information on Foreign Exchange earnings & Outgo is included in Note 17&18 of the Notes to Accounts to the Balance Sheet

Acknowledgments

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge the gratefull support and confidence of the Shareholders reposed in the Company.

For and on behalf of the Board of Directors

Sd/-Upinder ZutshiManaging Director & CEO(DIN:01734121)

Sd/-Ravindra Rama Rao TuragaDirector(DIN:01687662)

Place : BengaluruDate : May 21, 2015

20

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21

Global Economy Overview

Global economic growth in 2014 continued to be subdued while activity in the United States and the United Kingdom has gathered momentum due to the revival in labour market condition along with the fact that monetary policy remains extremely accommodative, the recovery has been muted in the Euro area and Japan as legacies of the financial crisis linger, intertwined with structural bottlenecks.

Overall, global growth is expected to rise moderately. High-income countries are likely to grow, on the back of gradually recovering labour markets, subsiding fiscal consolidation, and still-low financing costs. In developing countries, as the domestic headwinds that held back growth in 2014 ease and the recovery in high-income countries slowly strengthens, growth is projected to gradually accelerate. Lower oil prices will contribute to diverging prospects for oil-exporting and oil-importing countries, particularly in 2015.

Source: (International Monetary Fund, World Economic Outlook— Recovery Strengthens, Research & Markets, Business Wire.

Indian Economy Overview

India has become one of the most attractive destinations for investment owing to favourable government policies and reforms in the past few months. The approval of Foreign Direct Investment (FDI) in several sectors has allowed investments to pour into the economy and the sectors projected to do well in the coming years include Automotive, Technology, Life Sciences and Consumer Products. Engineering, Research and Development (ER&D) export revenue from India is expected to reach US$ 37-45 billion by 2020, from an estimated US$ 12.4 billion in FY14, according to NASSCOM.

The new Government has taken a number of growth focused initiatives which are likely to have a positive effect on real GDP growth.

Source: (IBEF, International Monetary Fund, World Economic Outlook Recovery Strengthens, Fitch rating Agency)

Infinite

The increasing extent of digitisation is ensuring that there is an opportunity to connect everyone in the world to a single global platform. With the advancement in the technological access, we have now over 12 billion devices connected to the Internet and this number is expected to increase to over 20 billion by 2020. The revolution of “Internet of Things” makes network connections increasingly more valuable and relevant than ever before. Taking advantage of this enhanced digitisation, the company has started offering intelligence systems which integrates diverse field sensors and actuators, Design and development of network solutions to acquire the real time data, attach required context and send this to cloud for next level of analytics.

The structural change in the IT Industry is now shifting the focus from services to products and from computers to other digital devices. This change will bring its own set of challenges but also growth opportunities. Infinite's business, in response to the changing industry environment, has had a paradigm shift from being a primarily service provider to an integrated solution provider. Its unique platformization approach will help increase in its operations and efficiencies.

Infinte's Platformization strategy is gaining good traction in the IT marketplace. Infinite's Platformization strategy provides productized solutions using Infinite's proprietary industrialized frameworks to create industry specific software platforms that optimize investments while providing clients with the competitive edge through a faster go-to-market strategy and flexibility in responding to market dynamics.

Your company's differentiated revenue model, long standing customer relationships, business value add led associations, strong domain knowledge and evolving focus from services to products and solutions continues to drive the company into the ever changing IT industry and positioning us for a brighter future.

Management Discussion & Analysis

Annexure B

22

TM

Financial Performance

The Financial Performance discussed below is based on the Consolidated Financial Results for the year ended March 31, 2015.

Share Capital

The Authorized Share Capital of the Company is 500 million consisting of 50 million equity shares of 10 each. The paid up Share capital stands at 401.6 million as on March 31, 2015. Reduction in Share Capital is due to shares bought back during the year.

Reserves and Surplus

General Reserve

General Reserve stands at 322.4 million on March 31, 2015 compared to 322.4 million in the previous year.

Capital Redemption Reserve

Capital Redemption Reserve stands at 39.2 million on March 31, 2015 compared to 36.2 million in the previous year. The increase in Capital Redemption Reserve is on account of buyback of shares in the previous year.

Statement of Profit & Loss

The balance retained in the Statement of Profit & Loss account as of March 31, 2015 is 5,854.2 million compared to 4,830 million as of March 31, 2014.

Forex Translation Reserve

The balance retained in the Forex translation reserve as of March 31, 2015 is 860.8 million compared to 701.6 million as of March 31, 2014.

Shareholder's Fund

The total Shareholders' funds increased to 7,914.7 million as of March 31, 2015 from 6,763 million as of the previous year. The book value per share increased to 197.10 as of March 31, 2015 as compared to 167.22 as of March 31, 2014.

Long Term Borrowings

Our loan funds have increased to 3.6 million as of March 31, 2015 from 1 million as of previous year. This increase is due to purchase of vehicles on finance lease.

Deferred Tax Liabilities

Deferred tax liabilities as on March 31, 2015 were 227.6 million as compared to 349.3 million as of March 31, 2014.

Current Liabilities and Provisions

Current Liabilities and Provisions were 6,330.3 million as of March 31, 2015 as compared to 6,013.9 million as of March 31, 2014.

Our working capital related borrowings have decreased to 587.38 million as of March 31, 2015 as compared to 622.3 million in the previous year.

Trade Payables have decreased to 1,580.3 million from 1,833.6 million in the previous year.

Other Current Liabilities have increase to 1,045.4 million from 765 million in the previous year.

23

Fixed Assets

The movement in Fixed Assets is shown in the table below:

Gross Block as on March 31, 2015 Gross Block as on March 2014Assets

Land

Buildings

Computers

Office Equipment

Furniture & Fixtures

Vehicles

Leasehold Improvements

IT & Networking Equipment

Plant & Machinery

Electrical Installations

Intangible assets

Software

Good will

TOTAL

320.1

246.8

514.3

145.6

198.2

54.7

151.3

843.2

40.3

70.1

1,985.8

30.1

4,600.5

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251.6

246.8

487.6

162.4

179.6

48.3

148.4

789.6

40.3

69.2

1895.7

28.9

4,348.4

The net block of fixed assets, capital work in progress and intangible asset under development decreased to 2,310.5 million from 2,631.5 million.

Goodwill

Opening Goodwill as shown in the Consolidated Balance Sheet was 612 million in respect of acquisition of 100% stock of India Comnet International Pvt Ltd by Infinite Computer Solutions Inc. which has increased to 640.5 million as on March 31, 2015, increase of 28.5 million over the previous year's balance is due to exchange difference.

Investments

The Company has made several strategic investments in a number of wholly owned 100 % subsidiaries, the details of which are as per the table below.

Country of Incorporation

Percentage of Ownership Interest as at

March 31, 2015 March 31, 2014Name of the Subsidiary Company

Infinite Computer Solutions Pte. Ltd.

Infinite Computer Solutions Inc.

Infinite Computer Solutions Sdn, Bhd.Infinite Computer Solutions (Shanghai) Co. Ltd

Infinite Computer Solutions Limited

Singapore 100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

USAMalaysia

China

UK

India Comnet International Private Limited India

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

Infinite Convergence Solutions Inc. USA

IndiaInfinite Infocomplex Private Limited

Infinite Infoworld Limited India

IndiaInfinite Infopark Limited

Infinite Techhub Limited India

Infinite Techworld Limited India

IndiaInfinite Infocity Limited

IndiaInfinite Techcity Limited

Infinite Techsoft Limited

100% 100%Subsidiary of Sr. No. 2 Subsidiary of Sr. No. 2

100%

100%

India

IndiaInfinite Skytech Limited

IndiaInfinite Thinksoft Limited

During the year 2014-15, Infinite Techcity Limited, Infinite Techsoft Limited , Infinite Skytech Limited & Infinite Thinksoft Limited have been incorporated, which are all wholly owned subsidiaries of Infinite Computer Solutions (India) Limited.

24

TM

Deferred Tax Asset

Deferred tax asset as on March 31, 2015 was 176.1 million as compared to 69.4 million as of March 31, 2014.

Current Assets

Trade Receivables

Trade Receivables increased to 4,745.5 million after provision for doubtful debts amounting to 21.5 million as of March 31, 2015 from 4,303.7 million after provision for doubtful debts amounting to 19.9 million as of March 31, 2014.

Included in the debtors are those pertaining to pass-through revenue – 589 million and 971 million for the year ended March 31, 2015 and 2014, respectively.

The Days Sales Outstanding (DSO) as appears in financials is 139 days for the year ended March 31, 2015 as compared to 125 days for the previous year. The DSO of the core business (excluding pass through) has increased to 121 days in FY15 from 106 in FY14.

Cash and Cash Equivalents

The cash and cash equivalents at the end of March 31, 2015 are 1,857.9 million as compared to 1,112.3 million as on March 31, 2014. The bank balances in India include both rupee accounts and foreign currency accounts. The bank balances in overseas current accounts are of the Company's overseas subsidiaries, its branches and an overseas collection account.

Short Term Loans and Advances

Loans and advances as on March 31, 2015 were 2,256.3 million as compared to 1,759 million as on March 31, 2014. The increase is mainly due to the increase in advance tax paid the previous year.

Other Current Assets

Other Current Assets decreased to 2,011.6 million as of March 31, 2015 from 2,364.2 million on March 31, 2014. The decrease in this is mainly due to decrease in unbilled receivables. Unbilled receivables pertain to services provided to customers during the financial year but have been invoiced after March 31, 2015. The unbilled receivables as on March 31, 2015 were 1,913.1 million as compared to 2,264.7 million for the previous year.

Consolidated Revenue

The financial year 2015 was flat for Infinite .The year saw Infinite grow its top line by 0.27% in INR terms to 17,374 million and a decline of 0.9% in US$ terms to US$ 283.9 million. We have classified our revenues into four geographic segments comprising the Americas, Europe, Asia Pacific and Domestic (India). The geographic breakdown of revenues contained in the following table, is based on the location of the specific client entity for which the project has been executed, irrespective of the location where the invoice is raised or whether the work is performed onsite or from our offshore delivery centres in India.

March 31, 2015 Geographical location March 31, 2014

Domestic

Americas

Europe

APAC

1,194.2

15,130.8

15.0

1,034.3

in Millions

1,004.8

15,476.1

14.3

832.1

Our revenues are generated from Time and Material, Fixed Price and Revenue share projects. On time-and-material contracts revenues are recognized as the related services are rendered. Revenue from fixed price contracts is recognized as per the proportionate completion method. Revenue from revenue share contracts is recognized as and when it accrues.

The segmentation of software services by project type is as follows:

Project Type FY 2015 FY 2014

Fixed Price / SOW 15.8 %

Revenue Share 16.5 %

Time and Material 67.5 %

15.4%

18.6%

66.0%

25

Other Income

Other income for the year ended March 31, 2015 is 68.3 million, as compared to the previous year's income of 75.8 million. Decrease of 7.5 million is mainly due to decrease in profit on sale of investments 6.4 million.

Expenses The overall expenditure of the company declined marginally by 1.5% to 16,001.1 million. The expenses mainly consist of manpower cost, other expenses, financial cost and depreciation.

Manpower Related Expenses

Manpower Related Expenses include salaries, wages and bonus, contribution to provident fund and other funds, staff welfare costs and expenses towards contractual Services. These expenses declined marginally by 0.72% in the fiscal year 2015 over fiscal year 2014.

General and Administration Expenses

The administration and other expenses has decreased by 6.1% in fiscal 2015.

The Company incurred interest expense of 12.1 million in fiscal 2015 on borrowings as compared to 19.5 million in fiscal 2014. The decrease is due to repayment of working capital loans during the year.

EBITDA Margins This period saw our EBITDA improve by 2.5% in INR terms to 1,901.4 million and by 1.4% in USD terms to USD 31.11 million. EBITDA margins as a percentage of revenue was 11 % in fiscal 2015 as compared to 10.7% in fiscal 2014.

Profit before Tax

Profit before tax, prior period and extraordinary items increased by 24.3% to 1,441.5 million in fiscal 2015 from 1,159.5 million in fiscal 2014. Profit before tax as a percentage of revenue was 8.3% in fiscal 2015 as compared to 6.69% in fiscal 2014.

Taxes

The provision of current tax and deferred tax for the year ended March 31, 2015 is 312.7 million as compared to 261.4 million in the previous year. The effective tax rate in these years is 21.7% and 22.6% respectively.

Net Profit

The Profit after Tax (PAT), for the year ended March 31, 2015 was up by 26% in terms to 1,128.84 million and by 24% in USD INterms to USD 18.47 million. Profit after tax as a percentage of revenue was 6.50% in fiscal 2015 and 5.20% fiscal 2014.

Our revenues are also segmented into onsite and offshore revenues. Onsite revenues are those where the services are provided at our clients locations while offshore revenues are those where the services are provided from our software development centers located in India. This segmentation is as follows:

The services performed onsite typically generate higher revenues per-capita, but at a lower gross margin in percentage as compared to services performed at our own facilities. Therefore, any increase in onsite effort impacts our margins. The growth in revenue is due to an all-round growth in various segments of the business mix and is mainly due to growth in business volumes.

Revenue Mix FY 2015 FY 2014

Onsite 82.1 %

Offshore / Domestic 17.9 %

78.8 %

21.2 %

26

TM

Details of Ratio of Remuneration of Director

[Pursuant to Section 197 (12) read with Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014]The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Remarks

Executive Director

Mr. Upinder Zutshi - Managing Director & CEO - 44.54

Non-Executive Directors

Mr. Narendra Kumar Agrawal – Independent Director - 0.74

Mr. Ajai Kumar Agrawal – Independent Director - 0.74

Mr. Ravindra RamaRao Turaga - Independent Director - 0.74

Mr. Ashok Kumar Garg - Independent Director - 0.15

Executive Director

Mr. Upinder Zutshi - Managing Director & CEO - 16%

Non-Executive Directors

Mr. Narendra Kumar Agrawal – Independent Director - 25%

Mr. Ajai Kumar Agrawal – Independent Director - 18%

Mr. Ravindra Rama Rao Turaga - Independent Director - 18%

Mr. Ashok Kumar Garg - Independent Director - See Note Below

Ms. Sadhana Dikshit - Independent Director - See Note Below

KMPs (other than Chairman & Managing Director)

Mr. Sanjeev Gulati – Chief Financial Officer - 30%

Mr. Rajat Kalra - Company Secretary - 9%

The median remuneration of the employees in thefinancial year was increased by - 3.2%

There were 2506 permanent employees on the rolls of the Company, as on March 31, 2015.

For the Financial Year 2014-15, the total Remuneration paid to the KMPs were approx 3.3% of the net profit for the year.

The average increase in the remuneration of the employees of the Company was in line with the increase in the profitability of the Company. The Company, inter-alia, considers the following factors for deciding upon the increase in the remunerationof the employees:

a. Individual Performance/contribution of the Employee vis-à-vis Company Performance;

b. Industry Benchmarking

c. Balance between fixed and incentive pay reflecting short and long term performance objectives

Particulars

The ratio of the remuneration of each director to the median remuneration of the employees of the Company

The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year

The percentage increase in the median remuneration of employees in the financial year

The number of permanent employees on the rolls of the Company

The explanation on the relationship between average increase in remuneration and Company performance

Comparison of the remuneration of the Key Managerial Personnel against their performance of the company

Annexure C

27

*Note: Mr. Ashok Kumar Garg and Ms. Sadhana Dikshit were appointed as an Additional Independent Directors by the Board of Directors of the Company in the current Financial Year w.e.f.November 13, 2014 & February 12, 2015, respectively thus, the percentile increase in their remuneration in the current Financial Year cannot be calculated.

The Market capitalisation of the Company has increased from 539.3 Crore as of March 31, 2014 to 1,014.2 Crore as of March 31, 2015. Over the same period, the price to earnings \ratio moved from 9.50 to 9.80 The Company’s stock price as at March 31, 2015 has increased by 89% to 252.55(in NSE) over the last public offering,

Not Applicable to the Company, as all the employees are under Managerial cadre.

Any variable component of remuneration payable to the Directors, is based on the parameters, as approved by the Board of Directors, on the basis of the recommendation of the Nominations & Remuneration Committee of the Board. The said parameters are set considering the provisions of applicable regulations, Nomination Remuneration Policy of the Company and the respective resolution(s) of the Members of the Company, as applicable

During the financial year 2014-15, there is no employee in the Company who is not a director but receives remuneration in excess of the highest paid director i.e. Chairman & Managing Director of the Company.

It is hereby affirmed that the remuneration is as per the Nomination & Remuneration Policy of the Company.

The comparison of remuneration of each of the Key Managerial personnel against the performance of the Company is as under :

% of Net ProfitKMPS:

1. Managing Director & CEO

2. Chief Financial Officer

3. Company Secretary

2.32%

0.75%

0.25%

Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies

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;

Comparison of each remuneration of the Key Managerial Personnel against the performance of the company

The key parameters for any variable component of remuneration availed by the directors

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Affirmation that the remuneration is as per the remuneration policy of the company

28

TM

No

tes:

1.

Re

mu

ne

rati

on

co

mp

rise

s b

asi

c sa

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, allo

wa

nce

s in

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isit

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oth

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nd

itio

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are

as

pe

r Co

mp

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he

em

plo

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he

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em

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r. U

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ab

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tsh

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27

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21

, 20

15

29

The Shareholders at their meeting held on August 09, 2010 and September 19, 2011 approved Key Executives Performance Option Plan – 2010 (Revised 2011). The Remuneration and Compensation Committee of the Directors have not granted any Stock Options during the Financial Year 2014-15. The details of the Stock Option granted under the Key Executives Performance Option Plan – 2010 are given below:

A. Relevant disclosures has been made in terms of the 'Guidance note on accounting for Employee Share-Based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time.

B. Diluted Earnings per Share (EPS) on issue of Ordinary Shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 'Earning Per Share' is 25.64Rs

C. Details related to ESOS

Annexure to the Directors Report[Statement pursuant to Regulation 14 'Disclosure by the Board of Directors' of SEBI (Share Based Employee Benefits) Regulations, 2014]

SL No RemarksDescription

i. a) Date of Shareholders' Approval

b) Total Number of Options Approved under the Scheme

:

:

First 25% of the Options granted

August 09, 2010 and September 19, 2011

35,00,000

c) Vesting Requirements : The continuation of the employee in the service of the Company shall be a primary requirement of the vesting. The vesting period shall be as follows:

On completion of 12 (Twelve) months from the date of grant

Next 25% of theOptions granted

On completion of 24 (Twenty Four) months from the date of grant

Next 25% of theOptions granted

On completion of 36 (Thirty Six) months from the date of grant

And the balance 25% of the Options granted

On completion of 48 (Forty Eight) months from the date of grant

d) Exercise Price or Pricing Formula

e) Maximum Term of Options Granted

:

: 5 years from the date of grant

f) Source of Shares(primary, secondary or combination) Primary:

The Exercise Price per option shall be the lower of market price as on the date of grant or the average of the one month high & low price of the share preceding the date of grant of option on the stock exchange on which the shares of the company is listed. If the shares are listed on more than one stock exchange then the stock exchange where there is highest trading volume during the aforesaid period shall be considered.

The Scheme was partially modified with respect to the eligibility and vesting criteria under the ESOP 2010 for both, the options granted but unvested (as given below) and the un-granted. options. The members of the Company approved to remove the condition of achievement of profit targets as one of the condition of vesting and give more emphasis to the performance and contribution of each employee for being eligible for grant of options under the ESOP 2010.

Difference between the employee compensation cost so computed at (ii) above and the employee compensation cost that shall have been recognized if it had used the fair value of the Options

The impact of this difference on Profits and on EPS of the Company

g) Variation in Terms of Options : 5 years from the date of grant

h) Source of Shares(primary, secondary or combination) :

ii. Method used to account for ESOS : Based on intrinsic value method

iii. : The employee compensation cost would have increased by 29.42 lakhs.Rs

The effect of adopting the fair value method on the net income and earnings per share is presented below:

:

Annexure D

TM

30

SL No RemarksDescription

: Add: Intrinsic Value Compensation Cost

: Less: Fair value Compensation Cost 29.42 (Black Scholes Model)

Adjusted Net Income

Earnings per Share

As Reported

As Adjusted

-

10,325.71

Basic (Rs.) Diluted (Rs.)

25.76 25.64

25.68 25.57

iv. Option movement during the year

Number of options granted during the year

Number of options forfeited / lapsed during the year

Number of options vested during the year

Number of options exercised during the year

Number of shares arising as a result of exercise of options

5 years from the date of grant

Number of options outstanding at the beginning of the period

14,95,000

0

182,500

326,250

7,500

7,500

Money realized by exercise of options (INR), if scheme is implemented directly by the company

5,58,750

Loan repaid by the Trust during the year from exercise price received

NA

:

:

:

:

:

:

:

:

:

:

:

Number of options outstanding at the end of the year

Number of options exercisable at the end of the year

v. Weighted average exercise price and weighted average fair value of

N.A.

13,05,000

11,77,500

vi. Options granted for Options whose exercise price either equals or exceeds or is less than the market price of the stock

N.A.

vii. Details of Options granted to :

: Name No of Options

a) Senior Managerial Personnel : NIL -

The fair value of each options estimated using the Black Scholes Options Pricing Model after applying the following key assumptions

:viii. A description of the method and significant assumption used during the year to estimate the fair values of Options

ii. Expected life

iii. Expected volatility

iv. Expected dividend

N.A.

N.A.

N.A.

v. The price of the underlying shares in market at the time of option grant

N.A.

i. Risk free interest rate N.A.

31

Net Income as reported 10,355.13

Rs. In lakhs

1. Registration & Other Details

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management & Administration) Rules, 2014.]

L72200DL1999PLC171077

September 6, 1999

Infinite Computer Solutions (India) Limited

155, Somdutt Chambers - II, 9, Bhikaji Cama Place, New Delhi - 110066 | Tel: 011- 46150847

YES

Bigshare Services Private Limited4E/8, First Floor, Jhandewalan Extension, New Delhi - 110055Tel: 011-42425004; 011-23522373

Company Limited by Shares

Registration Date

Name of the Company

Address of the Registered office & contact details

CIN

Whether listed company

Name , Address & contact details of the Registrar & Transfer Agent, if any.

Category/Sub-category of the Company

i.

ii.

iii.

iv.

v.

vi.

iv.

2. Principal Business Activities of The Company

All the business activities contributing 10% or more of the total turnover of the company shall be stated

NIC Code of the Product /service

% to total turnover of the company

Name & Description of main Products/Services

Software Development & Allied Services 620 100%

3. Particulars of Holding, Subsidiary & Associate Companies

CIN/GLN

U72900DL2012PLC244587

U74140DL2010PTC204812

U72900DL2011PLC228365

U72200DL2010PLC206248

U72200DL2012PLC244623

U72200DL2012PLC244622

U72300DL2015PLC275377

U72900DL2015PLC275592

U72900DL2015PLC275644

U72900DL2015PLC275933

U72300TN1995PTC032943

Foreign company

Foreign company

Foreign company

Foreign company

Foreign company

Foreign company

Applicable Section

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

Expl(a) of 2 (87)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

2 (87) (ii)

Holding/Subsidiary/Associate

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Step-down Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Subsidiary

% of shares held

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

Infinite InfoComplex Private Limited

Indian Subsidiaries

Infinite Infocity Limited

Infinite Infoworld Limited

Infinite Techhub Limited

Infinite Techworld Limited

Name of the Company

Infinite Infopark Limited

Infinite Techcity Limited

Infinite Skytech Limited

Infinite Techsoft Limited

India Comnet International Private Limited

Infinite Thinksoft Limited

Infinite Computer Solutions Ltd, U.K

Foreign Subsidiaries

Infinite Computer Solutions Inc, USA

Infinite Computer Solutions Sdn Bhd, Malaysia

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions (Shanghai) Co. Ltd

Infinite Convergence Solutions Inc

FORM NO. MGT 9 Extract of Annual Return as on Financial Year ended on March 31, 2015

Annexure E

32

TM

iv. Shareholding Pattern [Equity Share Capital Breakup as Percentage of Total Equity]

i. Category-wise Share Holding

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1,149,296

-

-

-

1,149,296

8,100

27,559,495

-

-

27,567,595

28,716,891

241

2,939

-

-

-

-

4,447,075

-

-

4,450,255

370,993

2,288,626

2,721,208

-

-

69,573

1,742,150

-

-

7,192,550

11,642,805

-

-

40,359,696

-

-

1,149,296

-

-

1,149,296

8,100

-

27,559,495

-

-

27,567,595

28,716,891

241

2,939

-

-

-

-

4,447,075

-

-

4,450,255

370,993

2,316,687

2,721,208

-

-

69,573

1,797,552

-

-

7,276,013

11,726,268

-

-

40,443,159

A. Promoters

1. Indian

a. Individual/HUF

b. Central Govt.or State Govt.

c. Bodies Corporates

d. Bank/FI

e. Any other

SUB TOTAL:(A) (1)

2. Foreign

a. NRI - Individuals

b. Other Individuals

c. Bodies Corp.

d. Banks/FI

e. Any other

SUB TOTAL (A) (2)

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

B. Public Shareholding

1. Institutions

a. Mutual Funds/ UTI

b. Banks/FI

c. Central Government

d. State Govt.

e. Venture Capital Fund

f. Insurance Companies

g. Foreign Institutional Investors (FIIs)

h. Foreign Venture Capital Funds

i. Others (specify)

SUB TOTAL (B)(1):

2. Non Institutions

a. Bodies corporates

b. Individuals

I. Individual shareholders holding nominal share capital upto 1 lakhs

ii. Individuals shareholders holding nominal share capital in excess of 1 lakhs

c. Qualified Institutional Investor

d. Others

i. Clearing Members

ii. Non - Residents

iii. Trusts

iv. Foreign Company

SUB TOTAL (B)(2):

Total Public Shareholding (B) = (B)(1)+(B)(2)

C. Shares Held by Custodian for GDRS & ADRS

Promoter & Promoter Group

Public

Grand Total (A+B+C)

28,061

55,402

83,463

83,463

83,463

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

26,297

54,402

80,699

80,699

80,699

-

-

2.84

-

-

2.84

0.02

-

68.14

- -

68.16

71.01

0.00

0.01

-

-

-

-

11.00

-

-

11.00

0.92

5.73

6.73

-

-

0.17

4.44

-

-

17.99

28.99

-

-

100.00

-

-

1,410,439

-

-

1,410,439

8,100

-

27,559,495

-

-

27,567,595

28,978,034

-

10,615

-

-

-

-

1,517,807

-

-

1,528,422

1,299,608

3,435,429

2,967,199

-

-

157,824

1,685,644

5,000

18,600

9,569,304

11,097,726

-

-

40,075,760

-

-

1,410,439

-

-

1,410,439

8,100

-

27,559,495

-

-

27,567,595

28,978,034

-

10,615

-

-

-

-

1,517,807

-

-

1,528,422

1,299,608

3,461,726

2,967,199

-

-

157,824

1,740,046

5,000

18,600

9,650,003

11,178,425

-

-

40,156,459

-

-

3.51

-

-

3.51

0.02

-

68.63

-

-

68.65

72.16

-

0.03

-

-

-

-

3.78

-

-

3.81

3.24

8.62

7.39

-

-

0.39

4.33

0.01

0.05

24.03

27.84

-

-

100.00

-

-

0.67

-

-

0.67

0.00

-

0.49

-

-

0.49

1.16

(0.00)

0.02

-

-

-

-

(7.22)

-

-

(7.20)

2.32

2.89

0.66

-

-

0.22

(0.11)

0.01

0.05

6.04

(1.16)

-

-

-

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

DematPhysicalDemat PhysicalTotal Total% of Total Shares

% of Total Shares

% Change during the year

33

Sanjay Govil 0 0

0 0

0 0

0 0

0 0

M C Data Systems Private Ltd

IT Thinkers LLC

Mahavi Holdbull Inc

Total

8,100

1,149,296

1,736,159

25,823,336

28,716,891

0.02

2.84

4.29

63.85

71.01

8,100

1,410,439

1,736,159

25,823,336

28,978,034

0.02

3.51

4.32

64.31

72.16

0.00

0.67

0.03

0.46

1.16

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change in share holding during the year

Shareholders Name

No of shares No of shares

% of total shares of the company

% of total shares of the company

% of shares pledgedencumbered to total shares

% of shares pledgedencumbered to total shares

M C Data Systems Private Ltd

Buy (see note below) 20-Mar-15 1,410,439

IT Thinkers LLC 1,736,159

Mahavi Holdbull Inc

2.84

4.29

63.85

261,143

-

- 25,823,336

3.51

4.32

64.31

See note below

See note below

NIL

1,149,296

1,736,159

25,823,336 NIL

Shareholding at the begginning of the year

Shareholding at the end of the year

Change in holding during the year

Shareholder Name

No of shares No of shares No of sharesChange (buy/ Sell)

Date of change% of total shares of the company

% of total shares of the company

ii. Shareholding of Promoters

iii. Change in Promoters' Shareholding ( please specify, if there is no change)

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Note: The change in percentage of share holding is also due to reduction in the total share capital of the company as a result of the buy-back of its equity shares.

Names of the Top 10 Shareholders

Shareholding at the beginning of the year

Datewise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/ bonus/sweat equity etc.)

Cumulative Shareholding during the year (01/04/2014 - 31/03/2015)

No.of shares atthe beginning (01/04/14)End of the year (31/03/2015)

% of total shares of the company

Date Increase/Decrease in Shareholding

Reason No. of Shares

% of total shares of the Company

0 Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

299,205

0.00

0.75

0.75

4.73

299,205

1,899,758

1,875,497

1,872,519

1,872,122

1,868,828

1,864,623

1,783,850

1,779,067

1,749,318

1,703,751

1,654,792

1,637,371

299,205

(24,261)

(2,978)

(397)

(3,294)

(4,205)

(80,773)

(4,783)

(29,749)

(45,567)

(48,959)

(17,421)

(5,463) 1,631,908

0.75

4.73

4.67

4.66

4.66

4.65

4.64

4.44

4.43

4.36

4.24

4.12

4.08

4.06

1-Apr-14

20-Feb-15

31-Mar-15

1-Apr-14

4-Apr-14

11-Apr-14

18-Apr-14

25-Apr-14

2-May-14

13-Jun-14

20-Jun-14

30-Jun-14

4-Jul-14

11-Jul-14

17-Oct-14

31-Oct-14

1,899,758

Rajasthan Global Securities Limited

T. Rowe Price International Discovery Fund

Transfer

Transfer

Transfer

7-Nov-14

14-Nov-14

21-Nov-14

(10,836)

(60,993)

(55,930)

1,621,072

1,560,079

1,504,149

4.04

3.89

3.75

34

TM

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

12-Dec-14

19-Dec-14

9-Jan-15

16-Jan-15

23-Jan-15

30-Jan-15

6-Feb-15

13-Feb-15

20-Feb-15

31-Mar-15

(20,582)

(18,710)

(43,683)

(1,631)

(26,207)

(37,099)

(13,239)

(13,370)

(1,329,628)

-

1,483,567

1,464,857

1,421,174

1,419,543

1,393,336

1,356,237

1,342,998

1,329,628

-

-

3.69

3.65

3.54

3.54

3.47

3.38

3.34

3.31

0.00

0.000.00

0.00 1-Apr-14 Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

Transfer

- 0.00

15-Aug-14 19,834 19,834 0.05

22-Aug-14 14,000

33,834 0.08

30-Sep-14 (33,834) - 0.00

13-Mar-15 182,491 182,491 0.45

20-Mar-15 124,619 307,110 0.76

27-Mar-15 103,429 410,539 1.02

0

0.00

462,000 1.15 31-Mar-15 51,461 462,000 1.15

111,260 0.28 1-Apr-14 Transfer 111,260 0.28

23-May-14 (111,260) Transfer - 0.00

0 0.00 31-Mar-15 - Transfer - 0.00

340,000 0.85 1-Apr-14 Transfer 340,000 0.85

17-Oct-14 33,000 Transfer 373,000 0.93

14-Nov-14 14,089 Transfer 387,089 0.96

5-Dec-14 25,000 Transfer 412,089 1.03

412,089 1.03 31-Mar-15 - Transfer 412,089 1.03

Grandeur Peak Emerging Markets Opportunities Fund

Manulife Global Fund Asian Small Cap Equity Fund

Manulife Asset Management (taiwan) Co.,ltd. A/c Manulife Asia Pacific Mid & Small Cap Fund

DNB Fund A/c DNB Fund - Asian Small Cap

1,550,000 3.86 1-Apr-14 Transfer 1,550,000 3.86

19-Sep-14 (50,000) Transfer 1,500,000 3.74

5-Dec-14 (50,000) Transfer 1,450,000 3.61

12-Dec-14 (81,000) Transfer 1,369,000 3.41

19-Dec-14 (25,000) Transfer 1,344,000 3.35

31-Dec-14 (80,000) Transfer 1,264,000 3.15

9-Jan-15 (239,000)

Transfer 1,025,000 2.55

20-Feb-15 (100,000) Transfer 925,000 2.30

27-Feb-15 (230,000) Transfer 695,000 1.73

6-Mar-15 (50,000) Transfer 645,000 1.61

13-Mar-15 (245,000) Transfer 400,000 1.00

20-Mar-15 (400,000) Transfer - 0.00

0.00 31-Mar-15 - Transfer - 0.000

433,368 1.08 1-Apr-14 - No Change 433,368 1.08

433,368 1.08 31-Mar-15 - 433,368 1.08Vaibhav Vinod Bhatnagar

SLG International Opportunities, L.P

255,300 0.64 1-Apr-14 Transfer 255,300 0.64

11-Apr-14 (18,800) Transfer 236,500 0.59

19-Sep-14 45,900 Transfer 282,400 0.70

282,400 0.70 31-Mar-15 - Transfer 282,400 0.70 257,130 0.64 1-Apr-14 Transfer 257,130 0.64

27-Feb-15 (10,000)

Transfer 247,130 0.62

6-Mar-15 (32,000) Transfer 215,130 0.54

13-Mar-15 (18,000) Transfer 197,130 0.49

20-Mar-15 2,870 Transfer 200,000 0.50

200,000 0.50 31-Mar-15 - Transfer 200,000 0.50

Navin Chandra

762,239 1.90 1-Apr-14 Transfer 762,239 1.90

762,239 1.90 31-Mar-15 -

Transfer 762,239 1.90

0 0.00 1-Apr-14 Transfer - 0.00

4-Jul-14 8,365 Transfer 8,365 0.02

30-Sep-14 78,937 Transfer 87,302 0.22

12-Dec-14 24,572 Transfer 111,874 0.28

31-Dec-14 7,533 Transfer 119,407 0.30

6-Feb-15 50,000 Transfer 169,407 0.42

169,407 0.42 31-Mar-15 - Transfer 169,407 0.42

Neeraj Tewari

Divyaa Hirawt

35

281,174 0.70 1-Apr-14 Transfer 281,174 0.70Vikas Ghai 15-Aug-14 (25,000) Transfer 256,174 0.64

29-Aug-14 (1,600) Transfer 254,574 0.63

12-Sep-14 (26,998) Transfer 227,576 0.57

19-Sep-14 (81,061) Transfer 146,515 0.36

10-Oct-14 4,215 Transfer 150,730 0.38

27-Feb-15 (2,500) Transfer 148,230 0.37

148,230 0.37 31-Mar-15 - Transfer 148,230 0.37

v. Shareholding of Directors & KMP

Name of Directors & KMP

Sanjay Govil 8,100

Upinder Zutshi

Shareholding at thebeginning of the year

Ravindra Rama Rao Turaga

Narendra Kumar Agrawal

No. of Shares

% of total Shares of the Company

No.of Shares

% of total Shares of the Company

% change in shareholding during the year

0.02

3.78

8,100 0.00

1,518,044

Shareholding at the end of the year

0.02

1,458,044 0.153.63

0.00 1,350 650 0.00170.00

Ajai Kumar Agrawal

Sadhana Dikshit

Sanjeev Gulati 0.07 28,000 28,000 0.000.07

0- - 0.000.00

0- - 0.000.00- -0- - 0.000.00

Rajat Kalra 0.0040 40 0.000.00

Indebtedness of the Company including interest outstanding/accrued but not due for payment

b. Interest due but not paid

Indebtness at the beginning of the financial year

a. Principal Amount

c. Interest accrued but not due

Secured Loansexcluding deposits

TOTAL ( A+B+C)

Additions

Reduction

Unsecured Loans

Deposits Total Indebtedness

Change in Indebtedness during the financial year

NET CHANGE

Indebtedness at the end of the financial year

b. Interest due but not paid

a. Principal Amount

c. Interest accrued but not due

-

TOTAL ( A+B+C)

NIL

v. Indebtness

36

TM

Remuneration to other directors

Remuneration to Managing Director, Whole time director and/or Manager:

b. Value of perquisites u/s 17(2) of the Income tax Act, 1961

Gross Salary

a. Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

Particulars of Remuneration

c. Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Name of the MD/WTD/ManagerMr. Upinder Zutshi - MD & CEO

Stock Option

Sweat Equity

Commission as % of ProfitOthers (specify)

Others, please specify

TOTAL (A)

CEILING AS PER THE ACT

23,689,028

23,728,628 62,966,236

39,600 -

-

-

-

-

-

Other Non Executive Directors

Particulars of Remuneration

b. Commission

b. Commission

Name of the Directors

c. Others, please specify

c. Others, please specify

TOTAL (1)

-

-

-

Independent DirectorsMr.Ravindra R Turaga

Mr. Ajai K Agrawal

Mr. Ashok K Garg

Mrs. Sadhana Dikshit

Total Amount

a. Fee for attending board committee meetings

400,000 400,000 80,000 880,000 -

-

-

-

-

-

-

-

-

- 400,000 -

Mr. Sanjay Govil

a. Fee for attending board committee meetings

-

Total Managerial Remuneration

Overall Cieling as per the Act.

-

-

400,000 400,000 -

- - - -

- --

-

-

TOTAL (2)

400,000 400,000 80,000 880,000

- 800,000 -TOTAL (B) = (1+2) 400,000 80,000

1,280,000

138,525,718

vi Remuneration Details

Mr.Narendra K Agrawal

Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Gross Salary

Particulars of Remuneration

Key Managerial Personnel

TotalAmount

b. Value of perquisites u/s 17(2) of the Income tax Act, 1961

a. Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

c. Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

10,182,153

39,600

-

As provided above

CEOCompany SecretaryMr. Rajat Kalra

Stock Option -

Sweat Equity -

Commission as % of Profit -

Others (specify) -

Others, please specify

10,221,753

CFOMr. Sanjeev Gulati

7,610,521

39,600

-

-

-

-

7,650,121

2,571,632

-

-

-

-

-

-

2,571,632 Total

37

vii Penalties/Punishment/Comppounding of Offences

Punishment

A. COMPANY

Penalty

Appeall made if any (give details)

Authority (RD/NCLT/Court)Type

Compounding

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Section of the Companies Act

-

-

-

-

-

-

-

-

-

Brief Description

-

-

-

-

-

-

-

-

-

Details of Penalty/Punishment/Compounding fees imposed

-

-

-

-

-

-

-

-

-

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

38

TM

Form No. MR-3 Secretarial Audit Reportfor the Financial Year ended March 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED155, SOMDUTT CHAMBERS II, 9, BHIKAJI CAMA PLACE,NEW DELHI - 110066

We were appointed by the Board of Directors of M/s Infinite Computer Solutions (India) Limited (hereinafter called “the Company”) in the Board Meeting held on August 11, 2014 to conduct the Secretarial Audit for the Financial Year 2014-15.

We have conducted the Secretarial Audit of the compliance of applicable Statutory provisions and the adherence to good Corporate Practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management's Responsibility on Secretarial Compliances

The Company's Management is responsible for preparation and maintenance of Secretarial records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

Auditor's Responsibility

Our responsibility is to express an opinion on the Secretarial records, Standards and Procedures followed by the Company with respect to Secretarial Compliances.

We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

Opinion

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2015, complied with the Statutory provisions listed hereunder and also that the Company has proper Board processes and Compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder, as applicable;

II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2009 – Not Applicable as the Company did not issue any security during the Financial Year under review.

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in relation to Employee Stock Option Scheme;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 – Not applicable as the Company has not issued any debt securities during the financial year under review.

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as the Company is not registered as Registrar to an Issue and Share transfer Agent during the financial year under review.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – Not applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

Annexure F

39

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by the Institute of Company Secretaries of India (not applicable as effective from July 1, 2015).

b. The Listing Agreements entered into by the Company with the BSE Limited & National Stock Exchange of India Limited.

Based on Information received & records maintained, we further report that:

a. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes, if any.

d. The Company has proper Board Processes.

We further report that there are

a. Adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure Compliance with Applicable Laws, Rules, Regulations and Guidelines.

b. The Company has complied with the following laws specifically applicable to the Company:

i. The Special Economic Zone Act, 2005

ii. Policy relating to Software Technology Parks of India and its Regulations

We further report that during the audit period, the Company has

a. Closed Buy Back offer on June 4, 2014 which was started in the Financial Year 2013-14.

b. Made an allotment to one employee of the Company in the Board Meeting held on July 16, 2014 under ESOP Scheme dated September 19, 2011 approved by the Shareholders through Special Resolution in the Annual General Meeting held on August 09, 2010 and subsequently modified on September 19, 2011.

c. Passed a resolution under Section 180(1)(a) of the Companies Act, 2013 in the AGM held on September 24, 2014.

We further report that the Company has filed all the required returns, forms with the Registrar of Companies as detailed in Annexure (ii).

For APAC & AssociatesCompany Secretaries

Sd/-Chetan GuptaPartnerFCS No. 6496CP No.: 7077

This report is to be read with our letter of even date which is annexed as Annexure (i) and forms integral part of this report.

Place: New DelhiDate: May 21, 2015

40

TM

To,

The Members,INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED155, SOMDUTT CHAMBERS II, 9, BHIKAJI CAMA PLACE,NEW DELHI - 110066.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2. We have followed the audit practices and processes as we were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For APAC & AssociatesCompany Secretaries

Sd/-Chetan GuptaPartnerFCS No. 6496CP No.: 7077

Annexure (i)

Place: New DelhiDate: May 21, 2015

41

S. No.Form No./ Return

Filed under Section / Rule

Purpose Event DateDate of filing

Whether filed within prescribed time YES/ NO

If delay in filing whether requisite additional fee paid

1

2

4

5

3

DIR-12

GNL-2

DIR-12

MR-1

MGT-14

Section 170 of CA'13

Section 128 of the CA'13

Section 170 of CA'13

Section 203 of CA'13 read with Rule 3 of Chapter XIII of CA'13

Section 117 read with Section 179(3) of the CA'13

01/04/2014

15/05/2014

15/05/2014

15/05/2014

15/05/2014

14/06/2014

14/06/2014

14/06/2014

03/12/2014

14/06/2014

YES

NO

NO

NO

YES

NO

NA

NA

YES

YESRe-appointment of Mr. N K Agrawal as Non-Executive Directors

Keeping books of Accounts at a place other than Registered Office

Noting of the re-designation of Mr. Sanjeev Gulati as Executive Vice President & CFO

Noting of the re-designation of Mr. Sanjeev Gulati as Executive Vice President & CFO

Filing of resolutions to the Registrar –

(a) Approving Standalone Accounts for the FY ended March 31, 2014

(b) Approving of Consolidated Accounts for the FY ended March 31, 2014

(c) Approving of Audited Standalone & Consolidated Financial Accounts for the Quarter & FY ended March 31, 2014

(d) Approving the Directors' Report for the FY 2013-14

(e) Noting of re-appointment of internal auditor for FY 2014-15

(f) Noting of the re-designation of Mr. Sanjeev Gulati as Executive Vice President & CFO

(g) Noting of the Key Managerial Personnel

(h) Noting the annual disclosures received from the directors

Forms and Returns as filed by the company with the Registrar of Companies, Regional Director, Central Government or other authorities during the Financial Year ending on March31, 2015 as per Companies Act, 2013 (CA'13) / 1956 (CA'1956).

6

7

SH-11

PAS-3

Section 68 of the CA'13

Section 39 & 42 of CA'13

Return in respect ofbuy back of securities

Return of allotment under ESOP Plan

04/06/2014

16/07/2014

30/06/2014

31/07/2014

YES

YES

NA

NA

Annexure (ii)

42

TM

S. No.Form No./ Return

Filed under Section / Rule

Purpose Event DateDate of filing

Whether filed within prescribed time YES/ NO

If delay in filing whether requisite additional fee paid

9

10

8

11

12

13

14

CHG-1

MGT-14

MGT-14

GNL-2 (ADT-1)

MGT-14

GNL – 2 (MGT-15)

5INV

Section 77 & 79 of CA'13

117 of the Companies Act, 2013

Section 117 read with Section 179(3) of CA'13

Section 139 of CA'13

Section 117 of CA'13

121 of the Companies Act, 2013

Rule 3 of IEPF Rule, 2012

Application for registration of modification of charge

Information to the Registrar by Company for appointment of Auditor

Filing of Resolutions to the Registrar – (a) Special resolution for

creating mortgage/ charge on the assets of the Company

Form for filing Report on Annual General Meeting

Statement of unclaimed and unpaid amounts

25/07/2014

11/08/2014

16/07/2014

24/09/2014

24/09/2014

24/09/2014

24/09/2014

20/08/2014

19/08/2014

16/08/2014

26/09/2014

26/09/2014

30/09/2014

07/10/2014

YES

YES

YES

YES

YES

YES

YES

NA

NA

NA

NA

NA

NA

NAFiling of resolutions to the Registrar –

(a) Allotment of securities under ESOP Plan

(b) Investment in subsidiary company

(c) Noting of the disclosure of Interest and shareholding received from Mr. Sanjay Govil

Filing of Resolutions to the Registrar –

(a) Approving the Standalone Accounts for quarter ended on June 30, 2014

(b) Approving of Consolidated Accounts along with notes quarter ended on June 30, 2014

(c) Approving of Audited Standalone & Consolidated Financial Accounts for the Quarter & Quarter ended June 30, 2014

(d) Appointment of Secretarial Auditor

15 20B Section 159 of the CA'1956

Form for filing annual return by a company having a share capital with the Registrar

24/09/2014 11/10/2014 YES NA

43

S. No.Form No./ Return

Filed under Section / Rule

Purpose Event DateDate of filing

Whether filed within prescribed time YES/ NO

If delay in filing whether requisite additional fee paid

19

18

20

21

17

MGT-14

DIR-12

MGT-14

MGT-14

MGT-14

Section 117 read with Section 179(3) of CA'13

Section 149 read with Section 170 of CA'13

Section 117 of the CA'13

Section 117 read with Section 179(3) of the CA'13

Section 117 read with Section 179(3) of CA'13

Filing of Resolutions to the Registrar – (a) Consider making

investments in subsidiary companies

Particulars of appointment of Director (Independent Director – Mr. Ashok Kumar Garg)

Filing of Resolutions to the Registrar – (a) Availing credit facilities

Filing of Resolutions to the Registrar –(a) Noting of the disclosure of

interest and shareholding received from Mr. NK Agrawal and Mr. Ashok Kumar Garg

13/11/2014

13/11/2014

13/11/2014

19/01/2015

13/11/2014

11/12/2014

02/12/2014

04/02/2015

23/01/2015

17/11/2014

Yes

NO

YES

NA

NA

NA

YES

NAFiling of Resolutions to the Registrar –

(a) Approving the Standalone Accounts of the Company along with notes to Accounts for the Quarter ended September 30, 2014

(b) Approving the Consolidated Accounts of the Company along with notes to Accounts for the Quarter ended September 30, 2014

(c) Approving the Standalone & Consolidated Financial Results of the Company for the Quarter and Half Year ended September 30, 2014

(d) Borrowing Money

(e) Noting of the disclosure of interest and shareholding received from Mr. Sanjay Govil u/s 184 of the CA'13

YES

YES

16 23AC-XBRL & 23ACA-XBRL

Section 159 of the CA'1956

For Filling Financial statement in XBRL Form

24/09/2014 11/12/2014 NO YES

22 MGT-14 Section 117 read with Section 179(3) of the CA'13

Filing of Resolutions to the Registrar –Noting of the disclosure of interest and shareholding received from Mr. Sanjay Govil and Mr. Upinder Zutshi

19/01/2015 04/02/2015 YES NA

44

TM

S. No.Form No./ Return

Filed under Section / Rule

Purpose Event DateDate of filing

Whether filed within prescribed time YES/ NO

If delay in filing whether requisite additional fee paid

24

25

26

23

DIR-12

MGT-10

MGT-10

MGT-14

Section 170 of CA'13

Section 93 of CA'13

Section 93 of CA'13

117 read with 179(3) of the Companies Act, 2013

Particulars of appointment of Directors(Independent Director – Ms. Sadhana Dikshit)

Changes in shareholding position of promoters and top ten shareholders

Changes in shareholding position of promoters and top ten shareholders

12/02/2015

13/02/2015

27/02/2015

12/02/2015

26/02/2015

26/02/2015

04/03/2015

13/02/2015

YES

YES

YES

YES

NA

NA

NA

NAFiling of Resolutions to the Registrar –

(a) Approving the Standalone Accounts of the Company along with notes to Accounts for the Quarter ended December 31, 2014

(b) Approving the Consolidated Accounts of the Company along with notes to Accounts for the Quarter ended December 31, 2014

(c) Approving the Standalone & Consolidated Financial Results of the Company for the Quarter and Half Year ended December 31, 2014

(d) Noting of the disclosure of interest and shareholding received from Mr. NK Agrawal

45

The Corporate Social Responsibility is a form of corporate self-regulation integrated into a business model. CSR policy functions as a self-regulatory mechanism whereby a business monitors and ensures its active compliance with the spirit of the law, ethical standards and national or international norms.

CSR aims to embrace responsibility for corporate actions and to encourage a positive impact on the environment and stakeholders including consumers, employees, investors, communities and others.

The CSR policy institutes a transparent monitoring mechanism for implementation of the CSR activities with the constitution of the CSR Committee of the Company.

A. Composition of CSR Committee

Terms of reference

i. eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation and making available safe drinking water;

ii. promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

iii. promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

iv. ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga;

v. protection of natural heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

vi. measures for the benefit of armed forces veterans, war widows and their dependents;

vii. training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

viii. contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

ix. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

x. rural development projects;

xi. slum area development

Explanation: For the purpose of this item 'slum area' shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.

B. Average Net Profit of the Company for last 3 Financial Years

Report on CSR Activities[Pursuant to Section 135 of the Act & Rules made thereunder]

1. Ashok Kumar Garg

2. Ajai Kumar Agrawal

3. Ravindra Ramarao Turaga

Chairman

Member

Member

FY 2013-14 FY 2012-13 FY 2011-12Particualrs

Profit Before Tax

Adjustments under Sec 198

Profit for CSR

657,894,081

657,565,157

343,605

(328,924)

1,245,763,444 914,469,166

Loss on Sale of Fixed Assets

Profit on Sale of Fixed Assets (79,048)

1,246,107,049 914,390,118

Average Profit 939,354,108 2% of Average Profits 18,787,082 in Crs 1.88

Amount in

Annexure G

46

TM

C. Prescribed CSR Expenditure

18,787,082

D. Details of CSR spent for the financial year

i. Total amount spent for the financial year : 5,00,000 ii. Amount unspent, if any: 1,82,87,082 iii. Manner in which the amount spent during the Financial Year:

1. Sponsored sport events for the physically challenged children

2. Sponsored paralympic national level swimmer - Sharath Gayakwad to participate in an International Competition

3. Sponsorship and related costs of Oxfam Trailwalker

E. In case the Company has failed to spend the two percent of the average net profit of the last

three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report:

The company's commitment to the cause of CSR is beyond financial spend. The company directly and through its employees constantly participates in CSR activities. During the year the company was involved in identifying initiatives and projects where it could contribute towards the objective of CSR. Some of these areas have now been identified and it will start making sizable contributions from the next year and will endeavor to utilize the unspent money in the following years.

F. A responsibility statement by the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company:

The implementation and monitoring of CSR Policy, is in compliance with the CSR objectives and policy of the Company. foreseeable losses.

Place : BengaluruDate : May 21, 2015

For & on Behalf of the Board

Sd/-Upinder Zutshi Managing Director & CEO(DIN:01734121)

Sd/-Ashok Kumar GargChairman of CSR Committee(DIN:03504609)

47

FORM NO. AOC.2

[Pursuant to clause (h) of sub-section (3)of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto

Wholly owned Subsidiaries % of holding Country of Incorporation

India Comnet International Pvt. Limited

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

USA

United Kingdom

Singapore

Malaysia

Hongkong

India

USA

India

India

India

India

India

India

India

India

India

India

Enterprises where control exists

Name Designation

Mr. Sanjay Govil

Mr. Upinder Zutshi

Mr. Sanjeev Gulati

Mr. Rajat Kalra

Chairman

Managing Director & CEO

Executive Vice President & CFO

Company Secretary

Key Managerial Personnel

With Wholly Owned Subsidiary (WOS)

A. Revenue

Subsidiary Companies

Particulars Duration of Contract

Annexure H

48

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Particulars

b) Expenses

1,178.55 704.51

5.67

Contractual Services

Subsidiary Companies

Dividend

Sale

98.20

Duration of Contract

0.65 4.01

-

-

57.79 72.79

11.66 11.10Rent

N C Data Systems Pvt Ltd

Companies under same management

Sanjay Govil

Non Whole Time Director of the Company

6.11 1.50

Sanjeev Gulati & his relatives

Key Managerial Persons

Rent

0.48 0.46

Contract start from Oct 1, 2010 and updated time to time.

Contract start from Oct 1, 2013.

Contract start from Apr 1, 2014

Contract start from Jan 1, 2002 and updated time to time.

5 year from April 1, 2012

3 year from Jan 1, 2014

Start from Apr 1, 2009; revised till Mar 2018

Rent

Managerial Remuneration

Directors of the Company

24.97 21.49

c) Balance Outstanding as at the period end

Receivables

Subsidiary Companies

413.11 376.51

-

Subsidiary Companies

Advances recoverable in cash or kind

0.80 0.77

5.15

363.03 384.64

- 3.89

0.03 0.02

0.03 0.02

0.03 0.02

0.02 0.01

0.02 0.01

0.58 -

-

1.93 -

0.58

0.58

-

Contract start from Oct 1, 1999 and updated time to time.

1,317.10 1,245.92

49

Investments

In Subsidiary Companies

229.53 229.53

26.72 26.72

8.51

16.88

5.10 4.14

49.90 49.5

43.00 7.50

42.80 16.60

434.57 434.57

30.70 30.20

43.80

0.50

0.50

49.90

8.51

16.88

43.30

-

-

49.50

0.50

0.50

-

-

Payables

3.34 4.68

--

50

TM

Your Company's philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and its interaction with its stakeholders including shareholders, employees, lenders and the Government. The Company's philosophy is built on fair and transparent governance and disclosure practices. The Company's essential character revolves around values based on transparency, integrity, professionalism and accountability. At the highest level, the Company endeavors continuously to improve upon these aspects. This is done by adopting innovative approaches for leveraging resources and converting opportunities into achievements through proper empowerment and motivation, thereby fostering a healthy growth and development of its human resources.

Governance Framework

Your Company's Governance Structure consists of Board of Directors, its Committees and the Management.

I. Board of Directors

A. Composition of Board

Your Company's Board has an optimum combination of Executive, Non-Executive and Independent Directors with considerable experience in their respective fields. Out of 7 (seven) members on the Board, your company has a Non-Executive Chairman who is also the Promoter of the Company & a Non-executive Director and 4 (Four) Independent Directors who are known for high level of experience and good governance. The Managing Director & CEO is responsible for the overall management of the affairs of the Company under the supervision of the Board of Directors.

The composition of our Board and the number of Directorships held by each Director is detailed below:

Table 1

Note:

Table 1 excludes Directorships in Private Companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013.

As of March 31, 2015 none of the Directors are related inter-se.

As per the disclosures received, none of the Directors of the Company hold membership in more than ten committees nor act as a Chairman of more than five committees of boards across all Companies where he/ she holds Directorships.

Report on Corporate Governance

Name of the Director Category Number of Directorships held in other companies

Number of Board Committee Memberships held in other companies

Number of Chairmanship of Board Committees held in other companies

Mr. Sanjay Govil, Promoter & Chairman

Mr. Upinder Zutshi, Managing Director & CEO

Mr. Ravindra Rama Rao Turaga

Mr. Narendra Kumar Agrawal

Mr. Ajai Kumar Agrawal

Mr. Ashok Kumar Garg*

Mrs. Sadhana Dikshit**

Non - Executive

Executive

Independent

Non - Executive

Independent

Independent

Independent

- - -

- -1

-

9

-

-

-

- - - -

- - -

- - -

* Appointed on the Board as an Additional Independent Director w.e.f November 13, 2014. ** Appointed on the Board as an Additional Independent Director w.e.f February 12, 2015.

Company's Philosophy on Corporate Governance

51

B. Independent Directors

Your Company has during the year 2014-15, appointed 2(two) Additional Independent Directors pursuant to the provisions of Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement for a period of 5(five) and 3(three) consecutive years.

The Independent Directors have submitted declarations that they meet the criteria of Independence as per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A statement in regard to this is annexed in the Board Report. Further, the Independent Directors have confirmed that they do not hold directorship in more than 7(seven) listed companies.

Your Company had also issued formal appointment letters to all the Independent Directors in the same manner as provided under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Meetings Procedures

The Board meets at least 4 (four) times a year i.e atleast once in every quarter and the maximum gap between two meetings is not more than 120 days. The Board also meets as and when necessary to address specific issues concerning the business of your Company. The tentative annual calendar of the Board Meetings for the ensuing year is decided in advance by the Board.

The Board Meetings are governed by a structured Agenda. The Agenda along with the detailed explanatory notes and supporting material is circulated to the members of the board before each meeting to facilitate effective decision making. The Board members are also apprised by the Managing Director & CEO on the overall performance of the Company through presentations and detailed notes.

The Board has complete access to any information within your company which includes the information as specified in Annexure X to Clause 49 of the Listing Agreement and they are updated about their roles and responsibilities in the Company.

The Board periodically reviews Compliance Reports of all laws applicable to the Company and steps taken by the Company to rectify instances of non-compliances, if any.

The Company in accordance with the Companies Act, 2013 provisions and the Rules thereunder provides for the facility to the Directors to attend the Meetings of the Board through video conferencing mode except the meetings which are not permitted to be carried out by video conferencing.

The proceedings of each of the meetings of the Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of the Board and its Powers) Rules, 2014.

During the Financial Year 2014-15, 7 (Seven) Board Meetings of the Company were held on May 15, 2014; June 04, 2014; July 16, 2014; August 11, 2014; November 13, 2014; January 19, 2015 and February 12, 2015.

Table 2

Attendance of Directors at Board Meetings and at the Annual General Meeting (AGM)

Familiarization Programme

Pursuant to Clause 49 of the Listing Agreement, your Company conducts Familiarization Programme for the Independent Directors about their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model, operations of the Company etc. They are also informed about the Code of Conduct for the Board Members and the Code of Conduct to regulate, monitor and report Insider trading etc.

The Familiarization Programme in terms of Listing Agreement is uploaded on the website of the Company and can be accessed through the following link:

http://www.infinite.com/downloads/policies/FamilizationProgrammeforIndependentDirectors.pdf

Mr. Sanjay Govil

Mr. Ravindra Rama Rao Turaga

Mr. Narendra Kumar Agrawal

Mr. Ajai Kumar Agrawal

Mr. Ashok Kumar Garg*

Mrs. Sadhana Dikshit**

Mr. Upinder Zutshi

Whether attended the AGM held on September 24, 2014Name of the Director No. of Board Meetings Attended

3

7

7

7

6

2

0

Yes

Yes

Yes

Yes

Yes

N.A.

N.A.

* Appointed on the Board as an Additional Independent Director w.e.f November 13, 2014. ** Appointed on the Board as an Additional Independent Director w.e.f February 12, 2015.

52

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Independent Directors Meeting

The Independent Directors Meeting in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Clause 49 of the Listing Agreement was held on February 11, 2015, without the presence of the Chairman & Managing Director and other Non-executive Non-Independent directors of the Company.

Performance Evaluation

The Nomination & Remuneration Committee of the Company, in accordance with the provisions of Companies Act, 2013 and the Rules made thereunder and Clause 49 of the Listing Agreement laid down the criteria for the Performance Evaluation of the Board and every Director including Independent Directors.

Accordingly, the Performance Evaluation of the Board, each Director and the Committees was carried out for the Financial Year under review. All the Directors are participative, interactive and communicative. The information flow between the Company's management and the Board is complete, timely with good quality and sufficient quantity.

II. Committees of the Board

The Board has constituted 4 (four) sub-committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The proceedings of the meetings are captured in the same manner as the Board meetings. The minutes of the Committee meetings are tabled at the Board Meeting and the members of the Board are debriefed on the important discussions and deliberations.

A. Audit Committee

The Company has a duly constituted Audit Committee in line with the statutory provisions of the Clause 49 of the Listing Agreement and the Companies Act, 2013 and the Rules made thereunder. Majority of the members of the Committee are Independent Directors.

The Chairman of the Committee is Mr. Ravindra Rama Rao Turaga. He is a member of the Institute of Chartered Accountants of India and into practice for the last 34 years. He heads a practicing CA firm T. Rama Rao & Co., providing professional services in the field of Audit, Taxation, Accountancy, Company Law, Finance, Investments and Capital Market Services. All the other members of the Committee are financially literate and have accounting or related financial management expertise.

The Company invites such of the executives as it considers appropriate to be present at the Audit Committee meetings. The Executive Vice President & CFO (“Chief Finance Officer”), Statutory and the Internal Auditors are invited to attend and participate in these meetings. The Company Secretary of the Company acts as the Secretary to the Committee.

Composition and Attendance

During the Financial Year 2014-15, 4 (four) meetings of the Committee were held on May 15, 2014; August 11, 2014; November 13, 2014 and February 11, 2015.

The Composition of the Committee and details of the meetings held and attended by the members is as under:

Table 3

Powers of the Audit Committee

i. To investigate any activity within its terms of reference.

ii. To seek information from any employee.

iii. To obtain outside legal or other professional advice.

iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Mr. Ravindra Rama Rao Turaga

Mr. Narendra Kumar Agrawal

Mr. Ajai Kumar Agrawal

Name of the Director No. of Board Meetings Attended

4

4

4

Chairman / MemberCategory of Director

Non - Executive Independent Director

Non - Executive

Non - Executive Independent Director

Chairman

Member

Member

53

Terms of Reference of the Audit Committee

a. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

b. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

c. Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors.

d. Reviewing with management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of Clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

ii. Changes, if any, in Accounting Policies and Practices and reasons for the same.

iii. Major accounting entries involving estimates based on the exercise of judgment by the management.

iv. Significant adjustments made in the Financial Statements arising out of Audit findings.

v. Compliance with Listing and other legal requirements relating to Financial Statements.

vi. Disclosure of any Related Party Transactions.

vii. Qualifications in the draft Audit Report.

e. Reviewing with the management, the quarterly Financial Statements before submission to the Board for approval.

f. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

g. Review and monitor the Auditor's independence and performance and effectiveness of the Audit process.

h. Approval or any subsequent modification of transactions of the Company with Related Parties.

i. Scrutiny of Inter-Corporate Loans and Investments.

j. Valuation of undertakings or assets of the Company, wherever it is necessary.

k. Evaluation of Internal Financial Controls and Risk Management Systems.

l. Reviewing with the management, performance of statutory and Internal Auditors and the adequacy of Internal Control systems.

m. Reviewing the adequacy of Internal Audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

n. Discussing with Internal Auditors any significant findings and follow up thereon.

o. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of Internal Control Systems of a material nature and reporting the matter to the Board.

p. Discussing with Statutory Auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

q. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

r. To review the functioning of the Whistle Blower Mechanism.

s. Approval of appointment of CFO (i.e. Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc. of the candidate.

t. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

54

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B. Nomination & Remuneration Committee

The Board at its meeting held on May 15, 2014, changed the nomenclature of the existing Remuneration & Compensation Committee to Nomination & Remuneration Committee in line with the statutory provisions of the Clause 49 of the Listing Agreement and the Companies Act, 2013 and the Rules made thereunder and also revised its terms of reference.

Composition & Attendance

During the Financial Year 2014-15, 4 (four) meetings of the Committee were held on May 15, 2014; August 11, 2014; November 13, 2014 and February 11, 2015 which were attended by all its members.

The composition of the Nomination & Remuneration Committee is as follows:

Table 4

Terms of reference:

a. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with a prescribed criteria, recommend to the Board their appointment and removal.

b. Lay down the evaluation criteria for Performance Evaluation of Independent Directors and the Board.

c. Carry out evaluation of every director's performance and also the performance of the Board.

d. Formulation of the criteria for determining, qualifications, positive attributes and Independence of a Director.

e. Recommending to the Board a policy, relating to the remuneration of Directors, Key Managerial Personnel and other employees. While formulating the policy, the committee must ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

iii. Remuneration of Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

iv. Taking into account factors it deems relevant and gives due regard to the interest of shareholders and to the financial and commercial health of the Company.

f. Devise a policy on Board diversity.

g. Administration and Superintendence of the Employee Stock Option Scheme (ESOS)

h. Formulation of detailed terms and conditions of the ESOS.

i. To determine the number of stock options to be granted under the Company's ESOS and perform such other functions as may be specified under the SEBI (ESOS & ESPS) Guidelines, 1999/SEBI (Share Based Employee Benefits) Regulations, 2014

j. To secure attendance of any person/outsiders with relevant expertise, if it considers necessary

k. Such other matters as may from time to time be required by any Statutory, contractual or other regulatory requirements to be attended by the Nomination & Remuneration Committee.

Remuneration Policy

The Remuneration Policy of the Company is based on the following criteria:

Performance of the Company, its division and units

Track Record, potential and individual performance

External Competitive Environment

Balance between the fixed and incentive pay

Name of the Director Chairman / MemberCategory of Director

Mr. Narendra Kumar Agrawal

Non - Executive Independent Director Chairman

Mr. Ravindra Rama Rao Turaga

Non - Executive Member

Mr. Ajai Kumar Agrawal

Non - Executive Independent Director Member

55

Details of the Compensation to Non-Executive Directors' compensation and disclosures

Non-Executive Directors are not entitled to any remuneration except sitting fees being paid to them in accordance with the provisions of Section 197 of the Companies Act, 2013 for attending the Board and Committee Meetings.

The details of the sitting fees paid for the Financial Year 2014-15 and the number of shares held by the Non-Executive Directors in the Company are as follows:

Table 5

Details of Remuneration to Managing Director & CEO

The table below shows the amount paid to the Managing Director & CEO of the Company for the Financial Year 2014-15:

Table 6

Mr. Upinder Zutshi also holds certain stock options granted under the ESOP Scheme of the Company. The details of the same as on March 31, 2015 are as under:

Non-Executive Directors are not entitled to any remuneration except sitting fees being paid to Independent Directors for attending the Board and Committee Meetings. The details of the number of shares held by the Non-Executive Directors are given in Table 5 above.

Name of the Director No.of Shares held

Mr. Ravindra Rama Rao Turaga

Sitting Fee (in Rs.)

-

4,00,000

4,00,000

4,00,000

80,000

0

Mr. Narendra Kumar Agrawal

Mr. Ajai Kumar Agrawal

Mr. Ashok Kumar Garg*

Mrs. Sadhana Dikshit**

8,100

650

NIL

NIL

NIL

NIL

Mr. Sanjay Govil

* Appointed on the Board as an Additional Independent Director w.e.f November 13, 2014. ** Appointed on the Board as an Additional Independent Director w.e.f February 12, 2015.

**The above figures do not include provisions for gratuity and premium paid for Group Health Insurance as separate actuarial valuation/premium paid is not available.

# the options are exercisable within 5 years from the date of vesting

Upinder ZutshiCEO & Managing Director

Name

Salary & Allowances

Bonus/Performance Incentive

Perquisites

Retiral Benefits**

Stock options

Tenure

Notice Period & Severance Pay

16,189,028

75,00,000

-

3,03,835

As detailed below

Upto March 31, 2018

Two months' notice period and a severance pay of twelve months salary plus 1.5 months' salary for every year of service from the start date of the prior employment contract i.e. April 01, 2008

Performance Criteria As determined by the Nomination & Remuneration Committee

Grant Date No. of options granted Grant Price for the options No. of options vested

September 06, 2010 875,000 160.65 875,000

56

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C. Stakeholders Relationship Committee

The Board at its meeting held on May 15, 2014, changed the nomenclature of the existing Shareholders'/ Investors' Grievance Committee to Stakeholders Relationship Committee in line with the Clause 49 of the Listing Agreement and Companies Act, 2013 and also revised its terms of reference.

The Committee has a mandate to review and redress the shareholder grievances.

Composition and Attendance

During the Financial Year 2014-15, 4 (four) meetings of the Committee were held on May 15, 2014, August 11, 2014, November 13, 2014 and February 11, 2015. The Composition of the Committee and details of the meetings attended by the members is as under.

Mr. Sanjeev Gulati, Executive Vice President & CFO acted as the Compliance Officer till January 18, 2015 after which Mr. Rajat Kalra, Company Secretary of the Company was made the Compliance Officer of the Company by the Board of Directors.

Terms of reference

a. To approve share transfers and transmissions.

b. To approve splitting of share certificates, consolidation of share certificates and related matters including issue of fresh share certificates in lieu of split/consolidated certificates.

c. Issue of duplicate share certificates in lieu of lost, mutilated and destroyed certificates.

d. Matters relating to dematerialization of shares and securities.

e. Investor relations and redressal of shareholders grievances in general and relating to non-receipt of dividends, interests, non-receipts of balance sheet etc. or any other matter as the Board may think fit/delegate to the Committee.

The Company gives utmost priority to the interests of the shareholders. All the requests/complaints of the shareholders have been resolved to the satisfaction of the shareholders within the statutory time limits.

The status of the shareholders' complaints received during the financial year are as follows:

The complaints received were mainly in the nature of non-receipt of remat, rejection non-receipt of dividend and non-receipt of Annual Report.

D. Corporate Social Responsibility (CSR) Committee

During the Financial Year under review, the Board constituted a CSR Committee comprising of 3 (three) Directors with the Chairman being an Independent Director pursuant to the provisions of Section 135 of the Companies Act, 2013.

Composition and Attendance

During the Financial Year 2014-15, the Committee met once on February 11, 2015. The Composition of the Committee and details of the meetings attended by the members is as under:

Mr. Ravindra Rama Rao Turaga

Mr. Narendra Kumar Agrawal

Complaints

Mr. Ajai Kumar Agrawal

Name of the Director

Particulars

No. of Meetings Attended

Disposed of during the year

Pending as of March 31, 2015

4

4

4

Chairman / Member

Received during the year

Category of Director

Pending as on April 01, 2014

Non - Executive

0 0

Non - Executive Independent Director

Non - Executive Independent Director

Chairman

16 16

Member

Member

Mr. Ravindra Rama Rao Turaga

Mr. Narendra Kumar Agrawal

Mr. Ashok Kumar Garg*

Name of the Director No. of Meetings Attended

1

1

1

Chairman / MemberCategory of Director

Non - Executive

Non - Executive Independent Director

Non - Executive Independent Director

Chairman

Member

Member

* Appointed on the Board as an Additional (Independent) Director w.e.f November 13, 2014.

57

Table 7

Table 8

Terms of Reference:

a. Formulate and Recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

b. Recommend the amount of expenditure to be incurred on the CSR activities referred in Schedule VII.

c. Monitor the CSR Policy of the Company from time to time.

d. Such other activities as the Board of Directors may determine from time to time.

The details of the CSR initiatives of the Company form part of the CSR Section in the Annual Report. The CSR Policy has been placed on the website of the Company and can be accessed through the following link:

http://www.infinite.com/downloads/policies/CorporateSocialResponsibilityPolicy.pdf

iii. Subsidiary Companies

The Company does not have any material non-listed Indian subsidiary in terms of Clause 49 (V) of the Listing Agreement, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of the Company.

The minutes of the unlisted subsidiary companies, wherever applicable, as also any significant transaction or arrangement entered into by any of its unlisted subsidiary companies, are placed before the Board for its noting. The Audit Committee reviews the Financial Statements including investments made by the unlisted Subsidiary Companies of the Company.

The Board of Directors of the Company at their meeting held on November 13, 2014 approved a policy for determining “material subsidiaries”. The said Policy has been placed on the website of the company at the below address:

http://www.infinite.com/downloads/policies/PolicyfordeterminingMaterialSubsidiaries.pdf

iv. Disclosures

a. Basis of Related Party Transactions

There are no materially significant Related Party Transactions during the year having potential conflict with the interests of the Company. Transactions with the Related Parties, as per the requirements of Accounting Standard 18, are disclosed in the Notes to Accounts annexed to the Financial Statements.

Further, the Company has not entered into any transaction of a material nature with the Promoters or Directors or their subsidiaries or their relatives etc. that may have potential conflict with the interests of the Company.

The related party transactions are placed before the Audit Committee meetings for approval on a quarterly basis. The policy on related party transactions is placed on the website of the Company and can be accessed through the following link:

http://www.infinite.com/downloads/policies/PolicyonRelatedPartyTransactions.pdf

b. Disclosure of Accounting Treatment

The Company has not followed any differential treatment from that prescribed under Accounting Standards, for preparation of financial statements during the year.

c. Board Disclosures – Risk Management

The Company has laid down systems to inform Board about the risk assessment and minimization procedures. The risks and company's mitigation strategies are discussed and reviewed by Board of Directors, whenever required, to ensure effective controls.

d. Code of Conduct

The Company has adopted a Code of Conduct for its Board Members and Senior Management pursuant to the requirement under Clause 49 of the Listing Agreement and this code has been posted on the Company's website.

All the Board Members and Senior Management affirm the compliance with the code on an annual basis and a declaration to this effect signed by the Managing Director & CEO is provided elsewhere in this Annual Report.

The policy can be accessed at the below link:

http://www.infinite.com/downloads/policies/CodeofConductforBoardMembersandSeniorManagement.pdf

58

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e. Proceeds from public issues, rights issues, preferential issues etc.

The IPO proceeds were fully utilized, as per the objects of the issue, during the Financial Year 2013-14. There were no fresh public issue/right issue/ preferential issues etc. for the Financial Year 2014-15.

f. Management

A detailed report on Management Discussion and Analysis is given as a separate section in this Annual Report.

During the year, there have been no material Financial and commercial transactions made by the management, where they have personal interest that may have a potential conflict with the interest of the Company at large.

g. Shareholders:

i. Means of Communication

The Company's quarterly Financial results and any presentation made to the analysts are posted on the Company's website (www.infinite.com).

The quarterly financial results are generally published in the Business Standard (English & Hindi) editions. Financial Results and all material information are also regularly provided to the Stock Exchanges after these are taken on record by the Board.

ii. Disclosure regarding appointment or re-appointment of Directors

Detailed resumes of the Directors seeking re-appointment in the Sixteenth Annual General Meeting pursuant to Clause 49 of the Listing Agreement are provided in the notes appended to the Notice of the Annual General Meeting.

iii. The details of Stakeholder’s Relationship Committee are given elsewhere in this report.

iv. The details of Share Transfer Systems are given elsewhere in this report.

h. Details of Non-Compliance

There were no non-compliances by the Company, nor were any penalty, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the period from April 1, 2014 to March 31, 2015.

i. Vigil Mechanism

The Company has established the necessary Vigil mechanism in line with Clause 49 of the Listing Agreement and the Companies Act, 2013, for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee.

j. CEO/CFO Certification

As required under Clause 49 of the Listing Agreement, the Certificate from CEO/CFO to the Company's Board is given in this Annual Report. (page No.65)

k. Compliance

The Company has complied with all the mandatory requirements under Clause 49 of the Listing Agreement and has adopted non-mandatory requirements as per details given below:

The Board

The Company maintains the Office of the Chairman at its Corporate Office at Plot No. 157, EPIP Zone, Phase II, Whitefield, Bengaluru–560066 and also reimburses the expenses incurred in performance of his duties.

Shareholders Rights

The quarterly financial results are published in newspapers as mentioned above under the heading “Means of Communication” and also displayed on the website of the Company. The results are not separately circulated to shareholders.

Audit Qualifications

There are no audit qualifications in the Company's Financial Statements for the year under reference.

Separate Posts of Chairman and CEO

The Company has separate persons for the positions of Chairman and Managing Director & CEO.

Reporting of Internal Auditor

The Internal Auditor reports directly to the Audit Committee.

59

General Body Meetings

Details in respect of the last three Annual General Meetings (AGMs) of the Company are as mentioned below:

Table 9:

Special Resolution through Postal Ballot During the year, no resolution was passed through postal ballot and presently, no resolution has been proposed to be passed through Postal Ballot.

Year Date of AGM Venue Time Special Resolutions Passed

2011-12 August 23, 2012 3.00 P.M.

3.00 P.M.

NoneAir Force Auditorium, Subroto Park, New Delhi - 110010

2012-13 August 30, 2013 10.30 A.M.Air Force Auditorium, Subroto Park, New Delhi - 110010

Partial Modification in the proposed utilization of the proceeds of the Initial Public Offering (IPO)

2013-14 September 24, 2014 Sri Sathya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi - 110003

Creating mortgage/ charge on the assets of the Company

General Shareholder Information

Date of Incorporation : September 06, 1999

Registration No./CIN No. : L72200DL1999PLC171077 Corporate Office Address : 157, EPIP Zone, Phase II, Whitefield, Bengaluru - 560066

Registered Office/Address for Correspondence : 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi - 110066 Tel No.: 011-46150845,46. | Fax No.: 011-46150830 Email id: shareholder@infinite.com Website: www.infinite.com

Date, Time and Venue of 16th AGM : September 30, 2015; 11:30 A.M. Kamani Auditorium, No.1, Copernicus Marg, New Delhi-110001

Book Closure Dates : September 19, 2015 to September 30, 2015 (both days inclusive)

: The e-voting facility will commence from Sunday, September 27,2015 at 9:00 AM and end on Tuesday, September 29, 2015 at 5:00PM

Dividend Payment Date : N.A

Financial Year : April 01, 2014 – March 31, 2015

Financial Calendar for 2015-16(tentative and subject to change) : Financial reporting for the first quarter ending June 30, 2015

: Financial reporting for the second quarter ending September 30, 2015 : Financial reporting for the third quarter ending December 31, 2015 : Financial reporting for the year ending March 31, 2016 : Annual General Meeting for the Financial year ending March 31, 2016

2nd week of August 2015

2nd week of November 2015

2nd week of February 2016

2nd week of May 2016

September 2016

60

TM

14. Shareholding Pattern of the Company as of March 31, 2015

15. Distribution Schedule as of March 31, 2015

Listing on Stock Exchanges : The shares of the Company are listed on the following stock exchanges

The BSE Limited : Stock Code: 533154

National Stock Exchange of India Limited : Stock Code: INFINITE

ISIN Number of the Company : INE486J01014

The Company has paid the Annual Listing Fee for the Financial Year 2015-16 to both the Stock Exchanges.

Registrar and Transfer Agent : Bigshare Services Private Limited 4E/8, First Floor, Jhandewalan Extn. New Delhi-110055 Tel: 022-42425004 Fax: 022-23522373 Contact Person: Mr. YK Singhal Email: bssdelhi@bigshareonline.com

Share Transfer System

With a view to expedite the process of share transfers, the Shareholder/Investor Grievance Committee of the Company has delegated the power of Share Transfer to Managing Director & CEO with appropriate limit. The Managing Director & CEO attend(s) to and approves the share transfers received by the Company and reports the same to the Stakeholders Relationship Committee at their periodical meetings.

Dematerialization of Equity Shares : The shares of the Company are compulsorily traded in dematerialized form and are available for trading in the depository systems of both NSDL & CDSL. As of March 31, 2015, 40,075,760 equity shares of the Company, forming 99.80% of the share capital of the Company, stands dematerialized.

(For share transfers and other communication relating to share certificates and change of address)

No. of Shares Held % to TotalCategory of Shareholders

Promoters

Corporate Bodies

Foreign Inst. Investor

Non Resident Indians

Indian Public & Others

TOTAL 40,156,459

28,978,034

1,299,608

15,17,807

1,740,046

6,620,964

72.16

3.24

3.78

4.33

16.49

100.00

No. of Shares No. of Shareholders % of Total No. of Shares Held % of Total

1

501

1001

2001

3001

4001 5001

500

1000

2000

3000

4000

5000 10000

10001 & above

23,418

668

358

132

90

63

124

104

93.84

2.68

1.43

0.52

0.36

0.25

0.50

0.42

1,315,507

540,455

532,289

337,022

324,162

303,422

918,088

35,885,514

3.27

1.35

1.32

0.84

0.81

0.76

2.29

89.36

100.00 TOTAL 24,957 40,156,459 100.00

61

19. Market Price Data

The monthly high and low quotations of the Company's equity shares traded on The BSE Limited and National Stock Exchange of India Limited during each month of the Financial Year ended March 31, 2015, are as follows:

16. Details of shares held in Suspense Account

Pursuant to Clause 5A of the Listing, Agreement every Company that comes with a Public Issue/Initial Public Offering (IPO) shall make the following disclosure of shares, which remain unclaimed and lie in the Escrow Account of the Company:

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

17. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

There are no outstanding GDRs/ADRs/Warrants or any convertible instruments as of March 31, 2015

18. Plant Locations

The Company is in software business and does not require any manufacturing plants but has developments centers in India and Abroad.

S. No. Description No. of Shareholders

No. of Shares.

488

Nil

Nil

91

2

3

4

Nil

Nil

9 488

Aggregate No. of shareholders & shares pending at the beginning of the year

No. of shareholders who approached for transfer of shares from suspense account during the year

No. of shareholders and shares transferred from suspense account during the year

No. of shareholders and shares outstanding at the end of year

NSE BSEHigh Low High Low

182.70

159.50

231.90

259.90

143.30

140.05

140.35

205.00

183.40

158.65

231.90

259.60

145.35 130.55 144.90 131.15

136.80 117.00 137.45 116.50

153.55 125.40 153.00 125.00 168.80 140.10 167.45 140.00

184.00 145.10 184.00 150.00

213.80 164.25 215.25 163.80

199.00 174.50 198.25 176.00

Month

December 2014

January 2015

February 2015

March 2015

April 2014

May 2014

June 2014

July 2014

August 2014

September 2014

October 2014

November 2014 193.90 165.25 195.25 165.00 144.10

140.00

141.10

205.00

Amount in

62

TM

20. Share performance chart of the Company in comparison to broad based indices

63

To the Members of

Infinite Computer Solutions (India) Limited

We have examined the compliance of conditions of Corporate Governance by Infinite Computer Solutions (India) Limited (“The Company”) for the year ended on March 31, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

Place : BengaluruDate : May 21, 2015

Auditors' Certificate

on Compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreements

Place : BengaluruDate : May 21, 2015

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

I, Upinder Zutshi, Managing Director and Chief Executive Officer (CEO) of Infinite Computer Solutions (India) Limited (“the Company”) confirm that the Company has adopted a Code of Conduct (“Code”) for its Board Members and Senior Management Personnel and the Code is available on the Company's website.

I, further confirm that the Company has in respect of the Financial Year ended March 31, 2015, received from its Board Members as well as Senior Management Personnel affirmation as to compliance with the Code of Conduct.

Code of Conduct

Declaration regarding compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct pursuant to Clause 49 of the Listing Agreement

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

64

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The Board of DirectorsInfinite Computer Solutions (India) Limited155, Somdutt Chambers II9, Bhikaji Cama PlaceNew Delhi-110066

We, Upinder Zutshi, Managing Director & Chief Executive Officer and Sanjeev Gulati, Chief Financial Officer certify to the Board that:

a. We have reviewed Financial Statements and the Cash Flow Statement for the year ended March 31, 2015 and that to the best of their knowledge and belief

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might

be misleading;

(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of their knowledge and belief, no transactions entered into by Infinite Computer Solution (India) Limited during the year which are fraudulent, illegal or violative of the Company's code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such Internal Controls, if any, of which we are aware and the steps they have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee that-

(i) significant changes, if any, in internal control over financial reporting during the year;

(ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we are aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's Internal Control System over Financial Reporting.

Place : BengaluruDate : May 21,2015

CEO/CFO Certification

Certificate by the Chief Executive Officer and Chief Financial Officer pursuant to Clause 49 of the Listing Agreement

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-Sanjeev GulatiEVP & CFO

65

We have audited the accompanying Consolidated Financial Statements of INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED (“the Company”) and its subsidiaries which comprise the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation and presentation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company, in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Consolidated Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has an adequate Internal Financial Controls System over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

Other Matters

We did not audit the Financial Statements / Financial Information of sixteen (16) subsidiaries, whose financial statements / financial information reflect total assets of 9,525 million as at March 31, 2015 total revenues of 16,088 million and net cash inflows amounting to 12 million for the year ended on that date, as considered in the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

i) In the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2015

ii) In the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that ; and

iii) In the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date

Independent Auditor's Report to the Members of Infinite Computer Solutions (India) Limited

Report on the Consolidated Financial Statements

Place : BengaluruDate : May 21, 2015

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

66

TM

Subject to our report of even date For and on Behalf of the Board of Directors

Consolidated Balance Sheet as at March 31, 2015

Notes

a. Non Current Assets

Fixed Assets

I) Tangible Assets

ii) Intangible Assets

iii) Capital Work-in-Progress

11

12

13

14

b. Current assets

Current Investments 15

Trade Receivables 16

Other Current Assets 19

Cash and Cash Equivalents 17

Short Term Loans and Advances 18

Goodwill

Non Current Investments

Deferred Tax Assets

Long Term Loans and Advances

25Notes on Accounts

1

2

3

4

5

6

b. Non Current Liabilities

Long Term Borrowings

Deferred Tax Liabilities (Net)

Other Long Term Liabilities

Long Term Provisions

7

8

9

10

Short Term Borrowings

Other Current Liabilities

Short Term Provisions

c. Current Liabilities

Trade Payables

2. ASSETS

TOTAL

TOTAL

401,564,590

7,513,105,398

7,914,669,988

3,562,083

227,641,446

-

41,437,221

272,640,750

587,381,409

1,580,343,955

1,317,989,115

981,498,616

11,011,229

-

2,310,498,960

640,547,283

14,082,750

176,118,977

505,041,559

-

4,745,461,347

2,011,589,808

10,871,310,342

1,857,922,203

2,256,336,984

14,517,599,871

1,045,390,987

3,117,172,782

6,330,289,133

14,517,599,871

404,431,590

6,358,610,043

-

6,763,041,633

1,011,846

349,341,904

34,583,649

384,937,399

622,294,815

1,833,580,046

1,581,205,225

1,049,517,228

825,829

-

2,631,548,282

611,979,408

13,522,500

69,404,000

286,311,238

-

4,303,673,361

2,364,159,288

9,549,104,856

1,122,250,043

1,759,022,164

13,161,870,284

764,992,274

2,793,024,117

6,013,891,252

13,161,870,284

As at March 31, 2015 As at March 31, 2014

Amount in

1. Equity and Liabilities

Reserves and Surplus

a. Shareholders' Funds

Share Capital

Place : BengaluruDate : May 21, 2015

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

Particulars

67CONSOLIDATED FINANCIAL STATEMENTS

INCOME

Manpower Expenses

Finance Costs

Depreciation and Amortization Expense

Other Expenses

I. Revenue from Operations

II. Other Income

III. Total Revenue (I + II)

IV. Expenses

Total Expenses

VI. Exceptional Items

VII. Profit before Extraordinary Items and Tax (V - VI)

VIII. Extraordinary Items

IX. Profit before Tax (VII- VIII)

X. Tax Expenses

Current Tax

Previous Year Taxes

Deferred Tax

MAT Credit

V. Profit before Exceptional and Extraordinary Items and Tax (III-IV)

XI. Profit (Loss) for the period from Continuing Operations (IX-X)

Profit/XII. (loss) from Discontinuing Operations

XIII. Tax expense of Discontinuing Operations

XIV. Profit/(loss) from Discontinuing Operations (after tax) (XII-XIII)

XV. Profit (Loss) for the period (XI + XIV)

Earnings per Equity share

Basic

Diluted

See accompanying notes to the Financial Statements

17,327,367,525

75,846,342

17,403,213,867

14,299,931,361

19,518,748

565,400,930

1,358,895,941

16,243,746,980

1,159,466,887

1,159,466,887

1,159,466,887

209,979,954

(5,436,162)

111,905,031

(55,000,000)

898,018,064

898,018,064

21.73

21.73

-

-

-

-

-

17,374,295,524

68,338,280

17,442,633,804

14,196,823,386

12,076,003

515,996,820

1,276,213,808

16,001,110,017

1,441,523,787

1,441,523,787

-

-

1,441,523,787

552,103,361

(4,099,998)

(228,415,584)

(6,901,669)

1,128,837,677

-

-

-

1,128,837,677

28.08

27.96

Consolidated Statement of Profit and Loss for the year ended March 31, 2015

Year ended 2015 March 31,

Year ended 2014 March 31,

Amount in

20

21

22

23

11

24

25

Notes

Place : BengaluruDate : May 21, 2015

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Subject to our report of even date For and on Behalf of the Board of Directors

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

Particulars

68CONSOLIDATED

FINANCIAL STATEMENTS

TM

Net Profit before TaxAdjusted for:

Depreciation

Interest IncomeInterest Expense

(Profit)/Loss on Sale of Fixed Assets

(Profit)/Loss on Sale of Investment

Provision for Doubtful Debts

Wealth Tax

Dividend IncomeEffect of Exchange Differences on Translation of Foreign Currency Cash and Cash Equivalents

Operating Profit before working capital changes

Adjusted for:

Accounts Receivable

Loans and Advances

Other Current Assets

Current Liabilities and ProvisionsCash Generated from Operations

Income Tax Paid

Income Tax RefundNet Cash from Operating Activities [A]

B. Cash flow from Investing Activities

Purchase of Fixed Assets

Proceeds on Sale of Fixed Assets

Purchase of Investment

Proceeds on Sale of Investments

Interest ReceivedInterest Paid

Dividend IncomeNet Cash Used in Investment Activities [B]

Net Cash used in Financing Activities [C]

Issue of Equity Shares

Payment for Share buy back

Proceeds from Borrowings

Repayment of Borrowings

Dividend Paid

Dividend Distribution Tax Paid

C. Cash Flow from Financing Activities

Net Increase/(Decrease) in Cash & Cash Equivalents ([A]+[B]+[C])Effect of Exchange Difference on Translation of Foreign Currency

Cash & Cash Equivalents at the beginning of the period

Cash & Cash Equivalents at the end of the period

Increase/(Decrease) in Cash and Cash Equivalents

1,159,466,887

565,400,930 (57,218,203)

19,518,748 (277,206)

(6,365,949)

9,912,860

149,956 (1,174,972)

(2,343,154)

1,687,069,897

(280,459,640)

(137,434,432)

(615,274,293)

178,050,026

831,951,558 (451,365,226)

48,281,290

428,867,622

(367,010,183)

403,152 (81,174,674)

148,306,392

41,807,417 (19,518,748)

1,174,972 (276,011,672)

-

(228,541,122)

577,534,578 (921,914,616)

(205,451,869)

(34,922,251)

(813,295,280)

(660,439,330)

131,760,618

1,650,928,755

1,122,250,043 (660,439,330)

1,441,523,787

515,996,820 (58,006,497)

12,076,003

9,187 -

6,168,082

125,031 -

759,422

1,918,651,835

(314,616,810)

(248,241,598)

420,629,974 (286,398,000)

1,490,025,401 (443,473,466)

66,910

1,046,618,845

(187,304,478)

358,900 -

-

57,927,427 (12,076,003)

-

(141,094,154)

558,750 (35,282,349)

487,429,258 (539,263,943)

(80,312,918)

(14,730,132)

(181,601,334)

723,923,357

11,748,803

1,122,250,043

1,857,922,203

723,923,357

Consolidated Statement of Cash Flows for year ended March 31, 2015

A. Cash Flow from Operating Activities

Year endedMarch 31, 2015

Year endedMarch 31, 2014

Amount in

Subject to our report of even date For and on Behalf of the Board of Directors

Place : BengaluruDate : May 21, 2015

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

Particulars

69CONSOLIDATED FINANCIAL STATEMENTS

Authorised

50,000,000 Equity Shares of 10 each

(Previous year 50,000,000 Equity Shares of 10 each)

NOTE 1 SHARE CAPITAL

Issued, Subscribed and Paid up Capital

Opening Balance

Less : Shares bought back

Add: Share Issued under ESOP

40,156,459 Equity Shares of 10 each fully paid

NOTE 2 RESERVES AND SURPLUS

As per last Balance Sheet

Add : Received during the year

Less: Utilized for Share Buy-Back

1. Securities Premium Reserve

As per last Balance Sheet

Add: Additions during the the year

3. Capital Redemption Reserve

As per last Balance Sheet

Add: Additions during the the year

4. Profit & Loss Account

As per last Balance Sheet

Add: Profit for the period

Less: Dividend Paid by Holding Company

Less: Assets Charged to Retained Earning as per Co Act 2013

Less: Dividend Distribution Tax Paid

Add: Unutilised Dividend (due to Share buyback)

Add: Unutilised Dividend Tax

Less: Transfer to Capital Redemption Reserve

Less: Transfer to General Reserve

2. General Reserve

5. Forex Translation Reserve

As per last Balance Sheet

Add : Forex Difference Eliminations

Add: For the year

500,000,000

500,000,000

425,599,950

21,168,360

404,431,590

-

675,791,280

207,372,762

468,418,518

322,376,487

264,433,219

57,943,268

15,049,800

21,168,360

3,257,048

547,829

21,168,360

57,943,268

36,218,160

4,196,708,229

898,018,064

161,915,250

27,517,497

4,829,986,795

6,358,610,043

385,016,525

2,295,076

314,298,482

701,610,083

-

Notes forming part of the Consolidated Balance Sheet as at March 31, 2015

As at March 31, 2015 As at March 31, 2014

Amount in

675,791,280

500,000,000

500,000,000

404,431,590

2,942,000

75,000

401,564,590

468,418,518

483,750

468,902,268

32,340,349 436,561,919

322,376,487

-

322,376,487

36,218,160

2,942,000

39,160,160

4,829,986,795

1,128,837,677

101,302,786

-

14,730,132

573,400

13,746,630

2,942,000

5,854,169,584

701,610,083

2,284,909

156,942,256

860,837,248

7,513,105,398

Particulars

70CONSOLIDATED

FINANCIAL STATEMENTS

TM

Notes forming part of the Consolidated Balance Sheet as at March 31, 2015

As at March 31, 2015 As at March 31, 2014

NOTE 3 LONG TERM BORROWINGS

Secured Loans

Unsecured Loans

NOTE 4 DEFERRED TAX LIABILITIES

NOTE 5 OTHER LONG TERM LIABILITIES

NOTE 6 LONG-TERM PROVISIONS

As per last Balance Sheet

Add : Adjustments for the current year

Others

Provision for Employee Benefits

NOTE 7 SHORT-TERM BORROWINGS

NOTE 8 TRADE PAYABLES

NOTE 9 OTHER CURRENT LIABILITIES

NOTE 10 SHORT TERM PROVISIONS

Secured

Working Capital Loan

Unsecured

Form Others

Trade Payables - Others

Unearned Revenues

Unpaid Dividends

Share Application Money Refundable

Advances from Customers

Other Liabilities

Taxation

Proposed Dividend

Tax on Dividend

Warranty Provision

Provision for Employee Benefits

Provision for Other Expenses

-

1,011,846

1,011,846

311,287,816

38,054,088

349,341,904

-

-

34,583,649

34,583,649

600,035,140

22,259,675

622,294,815

1,833,580,046

1,833,580,046

4,507,500

971,411

727,980

87,699,327

671,086,056

764,992,274

1,000,550,677

80,886,318

13,746,630

27,045,000

70,105,654

1,600,689,838

2,793,024,117

Deferred Tax Liabilities

-

3,562,083

3,562,083

349,341,904

(121,700,458)

227,641,446

-

-

41,437,221

41,437,221

587,381,409

-

587,381,409

1,580,343,955

1,580,343,955

17,028,235

867,211

727,980

274,117,162

752,650,399

1,045,390,987

1,484,305,011

-

-

28,165,500

82,562,841

1,522,139,430

3,117,172,782

Amount in

Particulars

71CONSOLIDATED FINANCIAL STATEMENTS

25

1,5

83

,18

8

22

3,2

21

,23

3

27

2,7

73

,48

7

11

9,2

77

,36

1

12

0,2

60

,15

6

28

,43

7,9

30

66

,46

1,1

13

42

6,1

73

,59

4

23

,24

5,2

37

49

,77

2,0

44

1,5

81

,20

5,3

43

1,0

26

,11

8,5

74

23

,39

8,6

54

1,0

49

,51

7,2

28

2,6

30

,72

2,5

72

1,4

13

,39

6,6

68

80

8,3

05

,30

9

2,2

21

,70

1,9

78

-

27

,72

6,3

96

36

8,4

82

,47

9

90

,48

4,1

15

76

,60

5,8

19

28

,15

5,8

01

11

0,0

50

,26

8

50

2,8

95

,35

7

20

,86

5,2

64

41

,40

9,7

78

1,2

66

,67

5,2

78

1,0

25

,91

2,5

06

8,4

58

,03

0

1,0

34

,37

0,5

36

2,3

01

,04

5,8

14

84

2,5

74,8

93

87

5,0

49

,74

0

1,7

17

,62

4,6

33

- -

(27

,50

4,4

41

)

(15

,63

6,1

37

)

2,2

54

,77

6

(19

9,8

01

)- -

(2,9

88

,87

1)

(16

,13

0,3

59

)

(60

,20

4,8

33

)

(7,2

19

,64

6) -

(7,2

19

,64

6)

(67

,42

4,4

79

)

7,1

79

,98

2 -

7,1

79

,98

2

-

4,1

14

,874

12

6,1

77

,09

5

31

,774

,73

8

19

,47

9,8

65

8,1

27

,66

8

28

,14

1,6

77

13

6,4

42

,21

9

3,7

80

,94

0

5,8

56

,59

4

36

3,8

95

,67

0

14

9,1

58

,27

6

2,9

42

,874

15

2,1

01

,15

0

51

5,9

96

,82

0

24

2,2

35

,09

2

32

3,1

65

,83

8

56

5,4

00

,93

0

-

23

,61

1,5

22

21

4,8

00

,94

3

43

,07

3,2

40

59

,38

0,7

31

19

,82

8,3

33

81

,90

8,5

91

36

3,4

64

,26

7

17

,08

4,3

24

19

,42

2,8

25

84

2,5

74,7

75

86

9,5

34

,58

4

5,5

15

,15

6

87

5,0

49

,74

0

1,7

17

,62

4,5

15

60

7,5

19

,78

3

55

1,8

83

,90

2

1,1

59

,40

3,6

85

2,5

84

,66

4,3

94

4,6

00

,53

3,5

45

32

0,1

02

,08

6

24

6,8

32

,75

5

51

4,3

48

,27

0

14

5,5

96

,02

4

19

8,2

02

,25

6

54

,67

5,6

62

15

1,3

21

,97

2

84

3,1

66

,70

6

40

,32

9,5

61

70

,08

9,1

02

1,9

85

,75

7,4

15

30

,11

1,7

36

2,0

15

,86

9,1

51

2,4

23

,78

0,1

19

1,9

24

,56

6,9

68

4,3

48

,34

7,0

87

174

,44

0 -

(6,4

76

,72

4)

22

,61

0,1

16

7,3

17

,67

6

(32

7,1

57

)

(1,7

50

,00

0)

(28

,64

1,0

72

) -

62

,47

8

(7,0

30

,24

3)

(66

,83

7,3

13

)

(1,1

97

,92

6)

(68

,03

5,2

39

)

(75

,06

5,4

82

)

(62

,43

8,8

12

)

(11

6,0

49

,82

9)

(17

8,4

88

,64

1)

68

,69

3,3

38 -

20

,29

7,1

16

5,8

55

,53

9

25

,87

9,0

46

6,0

82

,24

2

1,2

02

,26

8

24

,88

7,7

73 -

95

6,7

11

15

3,8

54

,03

3

23

,26

6,9

44 -

23

,26

6,9

44

17

7,1

20

,97

7

34

0,4

24

,85

5

44

8,3

27

,92

8

78

8,7

52

,78

3

25

1,5

83

,18

8

24

6,8

32

,75

5

48

7,5

74,4

30

16

2,3

50

,60

1

17

9,6

40

,88

7

48

,26

6,2

63

14

8,3

69

,70

4

78

9,6

37

,86

1

40

,32

9,5

61

69

,19

4,8

69

2,4

23

,78

0,1

19

1,8

95

,65

3,1

58

28

,91

3,8

10

1,9

24

,56

6,9

68

4,3

48

,34

7,0

87

2,0

20

,91

6,4

52

1,3

60

,18

9,2

11

3,3

81

,10

5,6

63

Co

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Fix

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Ass

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Ma

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31

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31

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31

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4

Pro

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ed

du

rin

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eYe

ar

Pa

rtic

ula

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Tan

gib

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Tan

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A)

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Ass

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So

ftw

are

Go

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will

Tota

l of

Inta

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ble

Ass

ets

(B

)

GR

AN

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arc

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4

Tan

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32

0,1

02

,08

6

21

9,1

06

,35

9

14

5,8

65

,79

1

55

,11

1,9

09

12

1,5

96

,43

7

26

,51

9,8

61

41

,27

1,7

04

34

0,2

71

,34

9

19

,46

4,2

97

28

,67

9,3

24

1,3

17

,98

9,1

16

95

9,8

44

,90

9

21

,65

3,7

06

98

1,4

98

,61

5

2,2

99

,48

7,7

31

1,5

81

,20

5,2

25

1,0

49

,51

7,2

28

2,6

30

,72

2,4

54

72

TM

NOTE 13 DEFERRED TAX ASSETS

NOTE 14 LONG TERM LOANS AND ADVANCES

NOTE 15 CURRENT INVESTMENTS

NOTE 16 TRADE RECEIVABLES

NOTE 17 CASH AND CASH EQUIVALENTS

Deferred Tax Asset

As per last Balance Sheet

Add : Adjustments for the current year

(Unsecured, considered good except where other wise stated)

Capital Advances

In Mutual Funds

Unsecured, considered good

Unsecured, considered doubtful

Less : Provision for doubtful debts

Cash in Hand [includes foreign currencies]

Balance with Scheduled Banks

Balances with Bank Accounts - Outside India *

In Unpaid Dividend Account

In Fixed Deposit Accounts - maturity within 12 months ^

Bank Deposits held against Guarantees

In Share Application Money Refund a/c

NOTE 12 NON CURRENT INVESTMENTS

In Shares

118,243,303

(48,839,303)

69,404,000

286,311,238

-

286,311,238

-

-

251,784,969

4,051,888,392

19,888,988

(19,888,988)

4,303,673,361

726,586

328,976,189

79,949,131

212,586,346

971,410

494,089,600

4,222,801

727,980

1,122,250,043

13,522,500

13,522,500

69,404,000

106,714,977

176,118,977

505,041,559

-

-

505,041,559

-

272,627,725

4,472,833,622

21,490,152

(21,490,152)

4,745,461,347

1,598,769

305,682,147

366,952,544

178,090,747

867,210

985,796,203

18,206,603

727,980

1,857,922,203

14,082,750

14,082,750

^ These can be withdrawn at any point of time without prior notice or exit cost on the principal amount.

Notes forming part of the Consolidated Balance Sheet as at March 31, 2015

As at March 31, 2015 As at March 31, 2014

i) In Current Accounts

ii) In EEFC Account

i) More than 6 months

ii) Others

Amount in

Advances Recoverable in cash or in kind or for value to be

Received or Pending Adjustments

Particulars

73CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 SHORT TERM LOANS AND ADVANCES

Deposits

Advances Recoverable in cash or in kind or for value to be received

or pending adjustments

Advance Income Tax

MAT Credit Recoverable

NOTE 19 OTHER CURRENT ASSETS

Interest Accrued but not due

Unbilled Receivables

Other Receivables

73,253,422

344,297,247

1,177,049,413

164,422,082

1,759,022,164

27,608,070

2,264,657,955

71,893,263

2,364,159,288

72,082,535

456,764,602

1,556,166,096

171,323,751

2,256,336,984

27,687,140

1,913,096,115

70,806,553

2,011,589,808

Notes forming part of the Consolidated Balance Sheet as at March 31, 2015

As at March 31, 2015 As at March 31, 2014

Amount in

Particulars

(Unsecured, considered good except where other wise stated)

74CONSOLIDATED

FINANCIAL STATEMENTS

TM

NOTE 20 REVENUE FROM OPERATIONS

NOTE 21 OTHER INCOME

NOTE 22 MANPOWER EXPENSES

NOTE 23 FINANCE COSTS

NOTE 24 OTHER EXPENSES

Domestic Sales

Export Sales

Interest income

Dividend Income

Profit on Sale of Investment

Profit on Sale of Fixed Assets

Miscellaneous Income

Exchange Gain (net)

Salaries & Wages

Contribution to Provident Fund and Other Funds

Staff Welfare Expenses

Contractual Services

Interest on Loans

Repairs & Maintenance

Security Charges

Insurance

Communication Expenses

Rent & Hire Charges

Recruitment Expenses

Legal & Professional Charges

Software Expenses

Project Expenses

Business Promotion

Traveling & Conveyance

Printing & Stationery

Electricity & Water Charges

Seminar & Training Expenses

Provision for Doubtful Debts

Bad Debts

Loss on sale of Fixed Assets

1,004,835,432

16,322,532,093

17,327,367,525

57,218,203

1,174,972

6,365,949

328,924

10,758,294

75,846,342

7,485,744,187

87,847,210

227,365,204

6,498,974,760

14,299,931,361

19,518,748

19,518,748

10,005,460

10,559,620

590,459

42,884,383

21,226,817

44,576,665

59,136,907

147,482,496

45,150,323

134,856,512

107,856,458

54,419,022

43,077,871

198,067,372

20,926,038

65,228,655

103,581,958

10,073,762

-

51,718

1,194,203,120

16,180,092,404

17,374,295,524

58,006,497

-

-

-

4,667,594

5,664,189

68,338,280

7,251,721,348

117,388,096

211,829,950

6,615,883,992

14,196,823,386

12,076,003

12,076,003

148,890,637

5,672,205

17,274,231

262,248

43,674,973

23,113,076

46,281,921

57,331,461

51,601,519

101,637,290

114,015,303

111,713,041

94,502,657

201,588,346

21,054,069

73,637,611

100,131,578

6,168,082

1,352,075

9,187

-

Year ended 2015 March 31,

Year ended 2014 March 31,

i) Building

ii) Plant & Machinery

iii) Vehicles

iii) Others

Notes forming part of the Consolidated Statement of Profit & Loss for year ended March, 31, 2015 Amount in

Particulars

75CONSOLIDATED FINANCIAL STATEMENTS

Notes forming part of the Consolidated Statement of Profit & Loss for year ended March, 31, 2015

Auditors' Remuneration

Bank Charges

Directors' sitting fees

Old Balance written off

Rates & Taxes

Exchange Loss (Net)

Miscellaneous Expenses

3,360,854

259,551

1,200,004

13,826,122

1,287,642

10,160,378

13,893,936

187,225,021

7,929,937

1,358,895,941

-

3,035,558

112,360

1,228,094

16,859,310

1,673,260

(2,505,882)

-

13,192,989

22,706,609

1,276,213,808

Year ended 2015 March 31,

Year ended 2014 March 31,

I) Statutory Audit Fee

ii) Tax Audit Fee

iii) Review & Other Certification Fee

Amount in

Particulars

76CONSOLIDATED

FINANCIAL STATEMENTS

TM

Infinite Computer Solutions (India) Limited (Consolidated)

Note 25

1. Significant Accounting Policies

a. Background

Infinite Computer Solutions (India) Ltd is a publicly listed global IT company. Accredited amongst NASSCOM's Top 20 IT companies and a recipient of Stevie Awards, Fierce innovation awards and TMC net CRM excellence awards. Infinite has its expertise in Platformized™ Solutions and Frameworks for IT Services, Product Engineering Services, Enterprise Mobility & Next-Gen Messaging Products & Solution. With a global team of over 5000+ employees, Infinite partners with Fortune 1000 companies from Telecom & Media, Healthcare, BFSI, Hi-Tech & Technology sectors.

The accompanying Financial Statements reflect the Results of the activities undertaken by the Company during the Financial Year ended March 31, 2015.

b. Basis of Preparation

The Consolidated financial statements are prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified and applicable) and guidelines issued by the Securities and Exchange Board of India (SEBI).

c. Principles of Consolidation

These Consolidated Financial Statements relate to Infinite Computer Solutions (India) Limited, the Parent Company, and its subsidiaries, together referred to in these financial statements as “The Group”, which are as below:

Subsidiary companies are those in which Infinite Computer Solutions (India) Limited, directly or indirectly, has an interest of more than 50% of the voting power or otherwise has power to exercise control over the operations.

All material inter-company transactions, balances and unrealized surplus and deficit on transactions between group companies are eliminated. Consistency in adoption of accounting policies among all group companies is ensured to the extent practicable.

India Comnet International Pvt Limited

Infinite Convergence Solutions Inc.

Country of Incorporation

March 31, 2015 March 31, 2014

Percentage of Ownership Interest as at

Infinite Computer Solutions Pte. Ltd.

Infinite Computer Solutions Inc.

Name of the Subsidiary Company

Infinite Computer Solutions Sdn, Bhd,

Infinite Computer Solut (Shanghai) Co. Ltd

Infinite Computer Solutions Limited

Singapore

USA

Malaysia

China

United Kingdom

India

USA

India

India

India

India

India

India

India

India

India

India

100%

100%

100%

100%

100%

100% Subsidiary of Sr. No. 2

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100% Subsidiary of Sr. No. 2

100%

100%

100%

100%

100%

100%

100%

-

-

-

-

Infinite Infocomplex Pvt. Limited

Infinite Infoworld Limited

Infinite Infopark Limited

Infinite Techhub Limited

Infinite Techworld Limited

Infinite Infocity Limited

Infinite Techcity Limited

Infinite Techsoft Limited

Infinite Skytech Limited

Infinite Thinksoft Limited

77CONSOLIDATED FINANCIAL STATEMENTS

d. Basis of Accounting

The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles in India, the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006 and the provisions of the Companies Act, 2013.

The Company follows the accrual system of accounting and recognizes items of income and expenditure on accrual basis.

e. Use of Estimates

The preparation of financial statements are in conformity with the generally accepted accounting principles and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the years presented. Actual results could differ from those estimates.

f. Revenue Recognition

Revenue from software development contracts priced on a time and material basis is recognized on the basis of billable time spent by employees working on the project, priced at the contracted rate.

Revenue in respect of services on fixed price contracts is recognized on milestones achieved as per the terms of specific contracts. Revenue from incomplete contracts is recognized on the proportionate completion method and where no significant uncertainty exists regarding the amount of consideration that will be derived on completion of the contract.

Dividend income from units in mutual funds and from subsidiary companies is recognized when the right to receive payment is established.

Interest on bank deposits is recognised on accrual basis.

g. Note on disclosure in accounts regarding presentation of certain items of consultant labour expenditure

The following expenses incurred by Infinite Computer Solutions Inc., USA during the period have not been separately shown as forming part of Consultant Labour Expense but have been netted off and reduced from the Consulting and Project Revenue in the Profit and Loss Account. The netting-off of expenses as aforesaid is primarily in respect of revenue yielding transactions with clients where the Company is a Core Vendor and where under other sub-tier vendors who provide services to such clients are also required to route their billing and collection transactions through the Company as per the internal policies of such clients. The Company does not expend any marketing effort nor does it exercise any direct control or supervision on the subsidiary vendor resources. The Company charges and retains an agreed margin in the nature of a fee from such clients where the Company is a core vendor for allowing the subsidiary vendors to route their business through the Company. Considering the nature of the above-referred business, the Company is of the opinion that only the margin from these transactions should be recognized as the turnover of the Company and not the gross revenue from these transactions for more appropriate presentation of the financial statements. Accordingly, the expenses incurred by the subsidiary vendors are not separately shown but netted-off from the Consulting and Project Revenues. The particulars of such pass-through transactions along with balances in debtors and creditors relating thereto are as follows:-

h. Tangible Assets

Tangible assets are stated at cost, less accumulated depreciation. Cost includes original cost of acquisition, including incidental expenses related to such acquisition and installation.

The company does not capitalize the cost of software acquired specifically for client projects and where there is no enduring benefit to the Company following conclusion of the project. Such software is charged to the Statement of Profit and Loss in the year in which the software is acquired.

Pass-through Revenue

Cost of Pass-through Revenue Margin of Pass-through Revenue

Debtors Pertaining to Pass-through Revenue

Pass through debtors in unbilled revenue

Creditors Pertaining to Pass-through revenue

Pass-through creditors lying in provision

3217.89

3120.23

97.67

588.55

101.43

406.69

228.52

4786.75

4636.04

150.71

970.99

142.73

806.51

288.15

Year ended March 31, 2015 Year ended March 31, 2014

in Million

78CONSOLIDATED

FINANCIAL STATEMENTS

TM

i. Intangibles Assets

Product Development Costs

Product development cost represents direct cost incurred by the group for developing new product. Research costs are expensed as incurred. Development expenditure incurred on an individual product is carried forward when its future recoverability can reasonably be regarded as assured. The expenditure incurred is carried forward under capital work in progress till the product is ready to be marketed. Expenditure carried forward is charged off over the expected useful life of product beginning in the month when revenue from the product starts accruing. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill arising on amalgamation of Subsidiary - Comnet International Co. is ammortised over a period of 10 years (with effect from March 31, 2013)

j. Depreciation

Depreciation on all fixed assets is provided on the straight-line method over the estimated useful life of the assets as specified in Schedule II to the Companies Act, 2013. Depreciation on addition to fixed assets is provided on pro-rata basis from the date the assets are put to use. Depreciation on sale/deduction from fixed assets is provided for upto the dates of sale, deduction, discard, as the case may be.

k. Leases

Operating Lease: Assets taken on lease under which the lessor effectively retain all significant risks and rewards of ownership are classified as operating leases. Lease payment made under operating lease is recognized as expenses in statement of profit and loss in accordance with the lease agreement.

Finance Lease: Assets acquired under leases where the lessee has substantially acquired all the risks and rewards of dhownership, are classified as finance lease. Such assets are capitalized at the inception of the lease at the lower of fair value or the present value of minimum lease payment and the liability is created for the equivalent amount. Each lease rental paid is allocated between liability and interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

l. Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. The financial statements of foreign branches of the Company are translated and recorded in the functional currency of the Company.

Monetary items denominated in foreign currencies at the year-end are translated at the exchange rates in accordance with AS 11. Non-monetary items denominated in foreign currencies are carried at cost.

Any income or expense on account of exchange differences either on settlement or on translation of transactions other than those relating to fixed assets acquired from sources outside India is recognized in the Statement of Profit and Loss. Gain or loss on translation of long-term liabilities incurred to acquire fixed assets from sources outside India is treated, as an adjustment to the carrying cost of related fixed assets.

Foreign operations of the Company are non-integral in nature. The translation of the functional currency in to the reporting currency is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using an appropriate daily simple average exchange rate for the respective period. The gain or loss resulting from such translations is accumulated in a foreign currency translation reserve.

There are no forward contracts outstanding as on March 31, 2015.

m. Retirement Benefits

Holding Company and its Indian Subsidiary

a) Provident Fund eligible employees receive benefits from Provident Fund which is a defined contribution plan. Both the employees and the Company make monthly contributions to the provident fund authorities, equal to specified percentage of eligible covered employees' salary. The company has no other obligation other than the monthly contribution.

b) Gratuity in the case of the holding company payable to employee is accounted for on the basis of an actuarial valuation as at the balance sheet date and funded from company own resources.

In the case of its Indian subsidiary India Comnet International Pvt. Ltd. the liabilities with regard to gratuity plan are determined by actuarial valuation as at the Balance Sheet date based upon which the Company contributes all the ascertained liabilities to LIC, who are the trustees / administrator of the plan.

c) Leave Encashment

Liabilities on account of encashment of leave to employees are provided on the basis of actuarial valuation.

79CONSOLIDATED FINANCIAL STATEMENTS

Subsidiaries in US

In case of US Subsidiaries a saving and investment plan under section 401(k) of the internal revenue code of the United States of America. This is a defined contribution plan. Contributions are charged to income in the period in which they accrue.

Subsidiary in Singapore

As per the local laws of Singapore, employers are required to contribute up to 13% of the basic salary of the employees. Contribution is made to the fund approved by the government of Singapore.

n. Earnings per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

o. Impairment of Assets

Whenever events indicate that assets may be impaired, the assets are subjected to a test of recoverability based on estimates of future cash flows arising from continuing use of such assets and from its ultimate disposal. A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset.

p. Income Taxes

Income taxes consist of current taxes, adjustment to Minimum Alternate Tax (MAT) recoverable and changes in deferred tax liabilities and assets.

Income taxes are accounted for on the basis of estimated taxes payable and adjusted for timing differences between the taxable income and accounting income as reported in the financial statements. Timing differences between the taxable income and the accounting income as at March 31, 2015 that reverse in one or more subsequent years are recognized if they result in taxable amounts. Deferred tax assets or liabilities are provided at the enacted tax rates. Changes in the enacted rates are recognized in the period of enactment.

Deferred tax assets are recognized only if there is a reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

q. Miscellaneous Expenditure

Preliminary expenses incurred on incorporation of the Company are deferred and amortized over a period of ten years.

r. Material Events

Material events occurring after the Balance Sheet date are taken into cognizance.

Particulars Year ended March 31, 2015 Year ended March 31, 2014

Net Profit /(Loss) 1,128,837,677 898,018,064

Weighted average number of equity shares outstanding

40,196,174 41,329,029

Nominal value of Equity shares

10 10

Basic Earnings per share

28.08 21.73

Diluted Earnings Per Share 27.96 21.73

Amount in

80

TM

2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to these consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding. Recognising this purpose, the Company has disclosed only such notes from the individual financial statements, which fairly present the needed disclosures.

a. Commitment and Contingencies Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has been paid 152.97 Million (as at March 31, 2014 – 192.23 million).

Contingent Liability towards Bank Guarantees and LCs given to customers and other business related requirements is Rs306.01 million (as at March 31, 2014 – 164.00 million).

b. Share Capital

Share issued for consideration other than Cash

During the preceding period of five years there are no Shares issued for consideration other than cash.

Shareholding in excess of 5%

The following is the list of shareholders holding equity shares in excess of 5 percent of the aggregate share capital of the Company as on March 31, 2015:

M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 64.31 %

Shares reserved for issue under Stock Option Plan

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 (“ESOP 2010”) for grant of 3,500,000 options convertible into 3,500,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 in September 2010. The Remuneration and Compensation Committee of the Company administers this Plan. The options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The particulars of the options granted are as follows:

Particulars

March 31, 2015 March 31, 2014

Exercise Price Exercise Price

Options Outstanding at the beginning of the year

Granted during the year

Exercised during the year

Cancelled during the year

Lapsed during the year

Options Outstanding at the end of the year

Opening Balances

Granted during the year

1,300,000

37,500

7,500

150,000

-

-

175,000

7,500

7,500 22,500

22,500

1,125,000

30,000

150,000

150,000

74.50

160.65

74.50

105.95

108.35 -

-

160.65

74.50

105.95

160.65

74.50 108.35

1,300,000

60,000

30,000

150,000

-

-

-

1,300,000

37,500

7,500

160.65

74.50

105.95

105.95

108.35

-

-

-

160.65

74.50

105.95

108.35

No of Option No of Option

81CONSOLIDATED FINANCIAL STATEMENTS

Exercise Price for 1,125,000 options granted in FY 10-11

Exercise Price for 30,000 options granted in FY 11-12

Exercise Price for 7,500 options granted in FY 12-13

Exercise Price for 150,000 options granted in FY 13-14

Weighted Average remaining contractual life(in years)

160.65 160.65

74.50 74.50

- 105.95

108.35 108.35

3.50 4.50

March 31, 2015 March 31, 2014

A total of 13,05,000 no of Shares has been reserved for issue under the Share Option Plan.

(iv) Shares allotted as fully paid up by way of Bonus Shares:

During the preceding five years no shares have been allotted by way of Bonus Shares.

c. Leases

The Company is a lessee under various operating leases. Details of rental expenses are as follows:

d. Segment Reporting

The Company provides software consultancy and information technology support services. The disclosures as required under Accounting Standard AS – 17 on segment reporting have not been provided as the Company deals only in one business segment.

As the Company also exports its products and services, the secondary segment for the Company is based on the location of its customers. Information on the geographic segment is as follows: -

Information on operating income, net income, assets and liabilities has not been provided by location of customers as such information is not realistically allocable and identifiable.

e. Related Party Transactions

In the normal course of business, the Company enters into transactions with affiliated Companies. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 are as follows: -

Year ended March 31, 2015

Year ended March 31, 2015

Year ended March 31, 2015

Year ended March 31, 2014

Year ended March 31, 2014

Year ended March 31, 2014

148,890,637

1,198,328

147,482,496

1,260,210

Operating Lease Rent

Interest on Lease Rentals

Operating Lease

Finance Lease

Geography

Europe

Domestic

Americas

APAC

1,194,203,123

15,130,788,570

15,036,513

1,034,267,319

1,004,835,432

15,476,067,835

14,322,344

832,141,914

82CONSOLIDATED

FINANCIAL STATEMENTS

TM

Subsidiary Companies

Key Managerial Personnel

Managing Director of the Company

Non-Whole Time Directors of the Company

Enterprises in which key management personnel and their relatives are able to exercise significant influence

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions (Shanghai) Co. Ltd

Infinite Computer Solutions Ltd, U.K

India Comnet International Pvt. Ltd.

Infinite Convergence Solutions, Inc.

Infinite Infocomplex Pvt Ltd.

Infinite Infoworld Ltd.

Infinite Infopark Ltd.

Infinite Techhub Limited

Infinite Techworld Limited

Infinite InfoCity Limited

Infinite Techcity Limited

Infinite Techsoft Limited

Infinite Skytech Limited

Infinite Thinksoft Limited

Upinder Zutshi

Mr. Sanjeev Gulati – CFO

Mr. Rajat Kalra – Company Secretary

Mr. Sanjay Govil

N C Data Systems Private Limited

Included in the Financial Statements are the following amounts relating to transactions with related parties:

Year ended March 31, 2015 Year ended March 31, 2014

Revenue

Enterprises over which Key Management Personnel is able to exercise significant Influence

Enterprises over which Key Management Personnel is able to exercise significant Influence

Instos Inc, USA

Instos Inc, USA

Consulting and Project Revenue

Recovery of Expenses

Expenses

Directors of the Company :

Key Managerial Personnel of the Company

Managerial Remuneration

Expenses

Rent

Rent

Rent

N.C Data Systems Pvt Ltd

107,474,110

8,370,000

39,021,914

8,395,872

479,232

-

-

11,657,676

18,609,000

12,022,034

2,111,341

82,030,947

2,466,870

456,432

6,179,000

11,102,556Rent

Amount in

83

Year ended March 31, 2015 Year ended March 31 2014

Purchase of Fixed Assets

Enterprises over which Key Management Personnel are able to exercise significant Influence

Instos Inc, USA 43,210,860

8,474,100

26,925,000

26,925,000

12,322,000

Sanjay Govil

Sanjay Govil

Sanjay Govil

Advances given to Key Management Personnel

Advances repaid by Key Management Personnel

Key Management Personnel

Balances outstanding at the end of the year Receivables

-

-

35,989,250

26,079,060

-

Enterprises over which Key Management Personnel are able to exercise significant Influence

Instos Inc, USA

Year ended March 31, 2015

Previous yearended March 31, 2014

Previous 3 years ended March 31, 2013

Equity shares bought back and cancelled

No of Shares 294,200 2,116,836 1,400,000

i. Goodwill on Consolidation

Opening goodwill as shown in the Consolidated Balance Sheet was 611.98 million in respect of acquisition of 100% stock of R.India Comnet International India Private Limited by Infinite Computer Solutions Inc. which has increased to 640.55 million as son March 31, 2015, increase of 28.57 million over the previous year's balance is attributable to exchange difference.R.

j. Pursuant to the enactment of the Companies Act 2013 ( the Act), the Company has, effective April 01, 2014, revised the

estimated useful lives of its fixed assets, in accordance with the provisions of schedule II to the Act. Consequently, during the year 101,302,787 representing the carrying amount of the assets whose useful life is nil, has been adjusted against the opening balance of retained earnings.

k. Share Buy-Back Scheme

Under the approved Share Buy-Back Scheme, the no of equity shares bought back and cancelled is as follows:

For and on behalf of the Board of Directors,

Amount in

Place : BengaluruDate : May 21, 2015

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Shares Buy Back Scheme have been closed on June 04, 2014

l. Previous years figures have been regrouped and / or re-arranged where ever necessary to conform to current year groupings and classification.

84CONSOLIDATED

FINANCIAL STATEMENTS

TM

We have audited the accompanying Standalone Financial Statements of INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED (“the Company”), which comprises of the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information,

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the Financial position, Financial performance and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate Internal Financial Controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our Audit. We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material Misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers Internal Financial Control relevant to the Company's preparation of the Financial Statements that give a true and fair view in order to design Audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the Accounting Policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the Financial Statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Audit opinion on the Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India, of the State of Affairs of the Company as at March 31, 2015 and its Profit and its Cash Flows for the year ended on that date.

Independent Auditor's Report to the Members of Infinite Computer Solutions (India) LimitedReport on the Standalone Financial Statements

85STANDALONE FINANCIAL STATEMENTS

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act, and

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

The Company does not have any pending litigations which would impact its financial position.

The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Place : BengaluruDate : May 21, 2015

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

86

TM

We report as follows:

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b. As explained to us, the Company has a regular programme of physical verification of its fixed assets at reasonable intervals, and no

material discrepancies were noticed on such verification.

2. The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3 (ii) of the Order is not applicable.

3. The Company has not granted any loans to any body corporates covered in the register maintained under Section 186 of the Companies Act, 2013 ('the Act').

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

7. a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

c. According to the information and explanations given to us there were no amounts which were required to be transferred to the investor education and protection fund, in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules thereunder.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. The Company did not have any term loans outstanding during the year.

12. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

Annexure to the Independent Auditor's Report The Annexure referred to in our Independent Auditors' Report to the members of the Company on the Standalone Financial Statements for the year ended March 31, 2015

Place : BengaluruDate : May 21, 2015

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

87STANDALONE FINANCIAL STATEMENTS

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

As per our report of even date For and on Behalf of the Board of Directors

Balance Sheet as at March 31, 2015

a. Non Current Assets

Fixed Assets

i) Tangible Assets

ii) Intangible Assets

iii) Capital Work-in-Progress

11

12

13

14

b. Current Assets

Current Investments

15

Trade Receivables

16

Other Current Assets

Cash and Cash Equivalents

17

Short Term Loans and Advances

Non Current Investments

Long Term Loans and Advances

23Notes on Accounts

1. Equity and Liabilities

1

Reserves and Surplus 2

a. Shareholders' Funds

Share Capital

Notes

3

4

5

6

b. Non Current Liabilities

Long Term Borrowings

Deferred Tax Liabilities (Net)

Long Term Provisions

7

8

9

10

Short Term Borrowings

Other Current Liabilities

Short Term Provisions

c. Current liabilities

Trade Payables

2. ASSETS

TOTAL

TOTAL

As at March 31, 2015 As at March 31, 2014 Particulars

401,564,590

5,046,530,335

3,562,083

75,045,606

35,673,627

-

137,768,409

227,279,316

1,058,910,077

6,986,334,043

566,412,403

67,834,509

11,011,229

983,417,325

451,041,559

-

1,050,359,841

1,575,035,039

1,414,129,310

867,092,828

6,986,334,043

-

4,127,190,357

88,721,508

-

29,215,693

143,534,599

239,946,616

844,383,207

5,878,435,416

705,070,030

96,650,537

825,829

916,957,958

286,311,238

-

1,167,575,016

852,052,887

1,053,181,591

799,810,330

5,878,435,416

404,431,590

1,011,846

-

Amount in

Place : BengaluruDate : May 21, 2015

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

88STANDALONE

FINANCIAL STATEMENTS

TM

Statement of Profit and Loss for the year ended March 31, 2015

Notes Year Ended March 31, 2015

Year Ended March 31, 2014

Manpower Expenses

Finance Costs

I. Revenue from Operations

II. Other Income

III. Total Revenue (I + II)

IV. Expenses

Total Expenses

18

19

20

21

23

VI. Exceptional Items

VII. Profit before Extraordinary Items and Tax (V - VI)

VIII. Extraordinary Items

IX. Profit before Tax (VII- VIII)

X. Tax expense

Current Tax

Previous Year Taxes

Deferred Tax

MAT Credit

V. Profit before Exceptional and Extraordinary Items and Tax (III-IV)

XI. Profit (Loss) for the Period from Continuing Operations (IX-X)

XII. Profit/(loss) from Discontinuing Operations

XIII. Tax Expense of Discontinuing Operations

XIV. Profit/(loss) from Discontinuing Operations (after Tax) (XII-XIII)

XV. Profit (Loss) for the period (XI + XIV)

XVI. Earnings per Equity Share:

Basic

Diluted

Notes on Accounts

Depreciation and Amortization Expense 10

Other Expenses 22

3,647,090,119

73,290,706

3,720,380,825

2,206,542,160

45,533

3,062,486,744

657,894,081

-

-

-

657,894,081

657,894,081

137,651,609

(5,436,162)

1,245,956

(55,000,000)

579,432,678

579,432,678

14.02

14.02

129,482,462

726,416,589

-

-

-

4,152,379,086

159,225,180

4,311,604,266

2,315,268,971

834,542

587,799,354

149,656,687

3,053,559,554

1,258,044,712

-

1,258,044,712

-

1,258,044,712

243,109,066

-

(13,675,902)

(6,901,669)

1,035,513,217

-

-

-

1,035,513,217

25.76

25.64

Amount in

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

As per our report of even date For and on Behalf of the Board of Directors

Place : BengaluruDate : May 21, 2015

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

Particulars

89STANDALONE FINANCIAL STATEMENTS

Statement of Cash Flows for the year ended March 31, 2015 Amount in

A. Cash Flow from Operating Activities

Net Income before tax and extraordinary items

Adjusted for:

Depreciation

(Profit)/Loss on sale of Fixed Assets

(Profit)/Loss on sale of Investments (net)

Provision for Doubtful Debts

Provision for Wealth Tax

Effect of Exchange differences on translation of foreign currency cash and cash equivalents

Operating Profit before Working Capital Changes

Adjusted for:

Accounts Receivable

Loans and Advances

Other Current Assets

Current Liabilities and Provisions

Cash Generated from Operations

Income Tax Paid

Income Tax Refund

Net Cash from Operating Activities

B. Cash Flow from Investing Activities

Purchase of Fixed Assets

Proceeds on Sale of Fixed Assets

Net Cash from/(used in) Investing Activities

Interest on Deposits

Interest Paid

Dividend Income from Investments

(Acquisition) / Sale in Subsidiaries Investment

Purchase of Current Investments

Sale of Investments

Dividend Income

Interest on Deposits

Interest Paid

657,894,081

129,482,462

(328,924)

(6,365,949)

9,840,576

149,956

(57,064,605)

45,533

(1,174,972)

(617,692)

731,860,466

(144,106,077)

(117,611,697)

206,556,595

(103,875,284)

(251,853,562)

47,208,229

368,178,670

1,174,972

41,653,803

(45,533)

36,150,803

572,824,003

(79,574,058)

338,152

5,471,749

(81,174,674)

148,306,392

Year ended March 31, 2015

Year ended March 31, 2014

1,258,044,712

149,656,687

-

-

5,953,192

125,031

(57,906,833)

834,542

(98,200,882)

(77,497)

1,258,428,952

111,261,983

(225,913,364)

(67,203,428)

53,950,165

1,130,524,308

(216,429,917)

66,910

914,161,301

(76,274,970)

-

(142,959,367)

-

-

98,200,882

57,827,763

(834,542)

(64,040,234)

Particulars

90STANDALONE

FINANCIAL STATEMENTS

TM

Amount in

C. Cash flow from Financing Activities

Payment for Share buy back

Issue of Share under ESOP options

Dividend Payment

Dividend Distribution Tax

Tax paid on Dividend received from Foreign subsidiary

Proceeds from Borrowing /(Repayment)

Net Cash from/(used in) Financing Activities

Net (Decrease) Increase in Cash & Cash Equivalents (A+B+C)

Cash and Cash Equivalents at the beginning of the year

Bank Account kept for Dividend Payment

Bank Account kept for Share Application money refund

Cash and Cash Equivalents at the end of the year

Note:

Cash and Cash Equivalents includes the following:

Effect of Exchange differences on translation of foreign currency Cash and Cash Equivalents

(35,282,349)

558,750

(80,312,918)

-

(14,730,132)

2,550,237

(127,216,412)

77,497

722,904,655

852,052,887

1,575,035,039

867,210

727,980

1,595,190

(228,541,122)

(205,451,869)

-

-

617,692

(63,573,923)

(34,922,251)

1,011,846

(467,903,396)

915,009,118

852,052,887

971,410

727,980

1,699,390

Year endedMarch 31, 2015

Year ended March 31, 2014

Statement of Cash Flows for the year ended March 31, 2015

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

As per our report of even date For and on Behalf of the Board of Directors

Place : BengaluruDate : May 21, 2015

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

Sd/-C V Savit Kumar Rao

Amit Ray & Co.For Chartered AccountantsPartner (M.No: 70009)Firm ICAI Reg. No: 000483-C

Particulars

91STANDALONE FINANCIAL STATEMENTS

Notes forming part of the Balance Sheet as at March 31, 2015

As at March 31, 2015 As at 4 March 31, 201

Authorised

50,000,000 Equity shares of 10 each.

Number of Equity shares of Rs 10 each

Opening Balance

Add: Issue of shares under ESOP

Less: Shares Bought Back

NOTE 1 SHARE CAPITAL

Issued, Subscribed and Paid up

Other Information

40,156,459 Equity shares of 10 each fully paid.

NOTE 2 RESERVES AND SURPLUS

Add: Premium received on issue of Shares under ESOP

Opening Balance

Opening Balance

Opening Balance

Opening Balance

Less: Utilised for Buy Back of Shares

1. Securities Premium Reserve

3. Capital Redemption Reserve

4. Profit and Loss Account

Less: Dividend Paid

Less: Dividend Distribution Tax Paid

Add: Unutilised Dividend (due to Share buy back)

Less: Tax Liability on Dividend received from Foreign Subsidiary

Less: Remaining WDV of Assets where useful life is over

Add: Unutilised Dividend Tax

Less: Amount transferred to Capital Redemption Reserve

Less: Amount transferred to General Reserve

2. General Reserve

Add: Transfer from Profit and Loss Account

Add: Transfer from Profit and Loss Account

Add: Transfer from Statement of Profit & Loss

500,000,000

500,000,000

404,431,590

404,431,590

675,791,280

42,559,995

-

-

-

-

2,116,836

40,443,159

207,372,762

468,418,518

264,433,219

57,943,268

322,376,487

15,049,800

21,168,360

36,218,160

2,985,484,012

579,432,678

161,915,250

27,517,497

3,257,048

547,829

21,168,360

57,943,268

3,300,177,192

4,127,190,357

-

500,000,000

500,000,000

401,564,590

401,564,590

40,443,159

7,500

294,200

40,156,459

468,418,518

483,750

32,340,349

436,561,919

322,376,487

322,376,487

36,218,160

2,942,000

39,160,160

3,300,177,192

1,035,513,217

83,906,538

-

-

14,730,132

573,400

13,746,630

2,942,000

-

4,248,431,769

5,046,530,335

Amount in

Particulars

92STANDALONE

FINANCIAL STATEMENTS

TM

NOTE 6 SHORT-TERM BORROWINGS

NOTE 5 LONG-TERM PROVISIONS

NOTE 7 TRADE PAYABLES

NOTE 8 OTHER CURRENT LIABILITIES

NOTE 9 SHORT TERM PROVISIONS

Secured

Other Information

Working Capital Loan from Bank

Trade Payables - Others

Trade Payables - Subsidiary Companies

Pending receipt of information on the status of the suppliers, under the provisions of The Micro, Small & Medium Enterprises Development Act, 2006 (MSMED Act), no disclosure as per section 22 of this act is made.

Advances from Customers

Unpaid Dividend

Share Application Money Refundable

Unearned Revenue

Taxes Payable - Sales Tax, Service Tax & Withholding Tax

Other Payables to Employees / Employee related Liabilities

Other Liabilities

For Expenses

For Dividend

For Dividend Distribution Tax

For Taxes

For Staff Benefits

Provision for Employee Benefits - Gratuity and Leave encashment

NOTE 4 DEFERRED TAX LIABILITIES (NET)

As per last Balance Sheet

Add : Adjustments for the current year

NOTE 3 LONG TERM BORROWINGS

Secured

Finance Lease for Vehicles

Kotak Mahindra Prime Ltd

Kotak Mahindra Prime Ltd

Kotak Mahindra Prime Ltd

Kotak Mahindra Prime Ltd

Kotak Mahindra Prime Ltd

Kotak Mahindra Prime Ltd

ROI

1,011,846

29,215,693

-

-

-

29,215,693

143,959,362

(424,763)

143,534,599

64,225,018

971,411

727,980

389,158

-

(29,357,508)

202,990,557

239,946,616

128,045,018

80,886,318

13,746,630

617,843,275

3,861,966

844,383,207

87,475,552

1,245,956

88,721,508

1,011,846

Other Information

3,562,083

3,562,083

88,721,508

(13,675,902)

75,045,606

35,673,627

35,673,627

-

-

-

137,768,409

-

137,768,409

51,940,563

867,211

727,980

1,680,361

-

(33,407,515)

205,470,716

227,279,316

193,436,513

-

-

861,077,372

4,396,192

1,058,910,077

Notes forming part of the Balance Sheet as at March 31, 2015

As at March 31, 2015 As at March 31, 2014

Amount in

14,26,233

27,57,803

4,79,175

9,05,859

6,00,017

2,44,964

36

36

36

36

60

60

Apr 2017

Nov 2017

Oct 2017

Jan 2020

Jan 2017

Jan 2020

13.75%

13.75%

13.75%

13.75%

13.75%

13.75%

Bank Name AmountBorrowed

No ofInstallments

Date ofMaturity

Particulars

93STANDALONE FINANCIAL STATEMENTS

Sch

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6,7

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6,7

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6,7

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79

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6,1

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9,5

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49

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1

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7,4

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66

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9,5

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74,8

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3

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5

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88

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1,9

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3,1

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3

43

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8,4

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10

6,9

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7

11

6,9

96

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2

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9,5

61

49

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8,0

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56

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4,2

69

29

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46

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6

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6

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0,8

65

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6,8

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28

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94

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3

1,3

86

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1,2

95

-

23

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1,5

22

14

4,2

86

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8

27

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37

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3,2

53

17

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8,9

42

48

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8,4

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62

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4,2

14

17

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7

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36

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3

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3,9

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7

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8,5

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0

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4,8

40

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7

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54

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9

78

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3,6

63

22

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9,6

51

51

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1,1

05

19

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7,7

15

37

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0,1

36

36

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5,2

40

19

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4,2

97

12

,66

3,9

84

56

6,4

12

,40

3

67

,83

4,5

08

67

,83

4,5

08

63

4,2

46

,91

1

70

5,0

70

,03

0

96

,65

0,5

37

80

1,7

20

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7

70

,14

0,2

54

22

3,2

21

,23

3

13

1,3

86

,54

1

57

,27

9,7

45

42

,18

3,1

71

19

,94

7,2

26

57

,13

4,6

69

48

,22

6,5

57

23

,24

5,2

37

32

,30

5,3

97

70

5,0

70

,03

0

96

,65

0,5

37

96

,65

0,5

37

80

1,7

20

,56

7

71

7,7

44

,50

8

13

3,5

72

,72

7

85

1,3

17

,23

5

94

TM

Notes forming part of the Balance Sheet as at March 31, 2015Amount in

As at March 31, 2015 As at March31,2014

NOTE 11 NON - CURRENT INVESTMENTS

NOTE 15 CASH AND CASH EQUIVALENTS

NOTE 16 SHORT-TERM LOANS AND ADVANCES

NOTE 17 OTHER CURRENT ASSETS

Unsecured Considered Goodi) More than 6 months

ii) Others

Unsecured Considered Doubtful

Provision for Bad and Doubtful debts

NOTE 12 LONG TERM LOAN AND ADVANCES

NOTE 13 CURRENT INVESTMENT

NOTE 14 TRADE RECEIVABLES

Investment in Subsidiary Companies Shares - Unquoted(at cost, unless stated otherwise)

Capital Advances (Unsecured, considered good)

Investment in Mutual Funds

Cash in Hand Balances with Noted Banks in Indian Rupees

i) In Current Accounts

ii) In EEFC Account

Balances with Bank Accounts - Outside IndiaBalance in Bank Account kept for Dividend Payment

Balance in Bank Account kept for Share Application Money Refund

Bank Deposits

Maturity within 12 months

Bank Deposits held against Guarantees

Advances Recoverable and Pending Adjustment with Vendors

Advances Recoverable from Employees

Prepaid Expenses

Share Application Money - Pending Allotment

Deposits

Advance Income Tax and TDS

MAT Credit RecoverableLoans to Subsidiary Companies

983,417,325

82,151,763

983,417,325

451,041,559

451,041,559

-

-

968,208,078

15,793,768

1,066,153,609

15,793,768

1,050,359,841

498,184

246,210,801

318,872,992

4,677,576

867,210

727,980

985,796,203

17,384,093

1,575,035,039

140,431,298

10,669,624

142,131,835

76,500,000

51,266,741

821,806,061

171,323,751-

1,414,129,310

27,687,140

798,615,609

40,790,079867,092,828

Interest Accrued but Not Due

916,957,958

916,957,958

286,311,238

286,311,238

-

-

120,952,249

1,046,622,767

9,840,576

1,177,415,592

9,840,576

1,167,575,016

179,215

290,400,776

59,836,436

2,383,683

971,410

727,980

494,089,600

3,463,787852,052,887

72,235,418

16,552,569

141,209,111-

53,319,357

605,443,054

164,422,082-

1,053,181,591

27,608,070

745,284,334

26,917,926 799,810,330

Unbilled Receivables

Other Receivables

Unsecured Considered Good

Particulars

95STANDALONE FINANCIAL STATEMENTS

Notes forming part of the Statement of Profit & Loss for the year ended March 31, 2015

NOTE 18 REVENUE FROM OPERATIONS

NOTE 19 OTHER INCOME

Sale of Services

Domestic Sales

Export Sales

Interest on Bank Deposits

Dividend Income

Profit / (Loss) on Sale of Assets

Profit / (Loss) on Sale of Investment

Miscellaneous Income

Exchange (Loss) / Gain - Net

NOTE 20 MANPOWER EXPENSES

NOTE 21 FINANCE COSTS

NOTE 22 OTHER EXPENSES

Salaries & Wages

Contribution to Provident Fund and Other Funds

Staff Welfare expenses

Contractual Services

Repairs & Maintenance

i) Building

ii) Plant & Machinery

iii) Vehicles

iii) Others

Security Charges

Insurance

Communication Expenses

Rent & Hire Charges

Recruitment Expenses

Legal & Professional Charges

Software Expenses

Project Expenses

Business Promotion

Traveling & Conveyance

Printing & Stationery

Electricity, Water & Fuel

Seminar & Training Expenses

Interest on Loans

Provision for Bad Debts

Bad Debts written off

1,004,835,432

2,642,254,687

3,647,090,119

57,064,605

1,174,972

328,924

6,365,949

8,356,256

73,290,706

1,585,463,085

58,958,291

107,707,896

454,412,888

2,206,542,160

45,533

45,533

79,000,478

6,675,994

10,300,848

590,459

35,914,510

20,042,212

9,422,211

31,323,501

12,531,518

42,932,334

61,825,892

37,242,545

5,863,179

96,166,210

11,142,503

42,374,805

7,684,057

9,840,576

160,902

-

1,194,203,120

2,958,175,966

4,152,379,086

57,906,833

98,200,882

-

-

1,079,338

2,038,127

159,225,180

1,620,208,032

80,459,848

100,420,692

514,180,399

2,315,268,971

834,542

834,542

84,645,481

3,005,960

14,133,018

262,248

34,903,029

20,046,191

8,602,447

29,586,821

11,545,644

33,561,796

54,325,092

103,349,778

11,816,137

88,027,045

11,316,332

52,000,053

10,172,554

5,953,192

1,352,075

Amount in

Year endedMarch 31, 2015

Year endedMarch 31, 2014 Particulars

96STANDALONE

FINANCIAL STATEMENTS

TM

I) Statutory Audit Fee

ii) Tax Audit Fee

iii) Review & Other Certification Fee

Auditors' Remuneration

Rates & Taxes

Directors Sitting Fee

Old Balances written off

Exchange Loss / (Gain) - Net

Bank Charges

Miscellaneous Expenses

904,470

112,360

1,200,004

3,544,621

1,000,000

3,769,890

188,792,012

4,663,060

1,395,438

726,416,589

1,230,341

112,360

1,228,094

1,996,163

1,280,000

(1,095,611)

-

3,506,344

936,770

587,799,354

Notes forming part of the Statement of Profit & Loss for the year ended March 31, 2015 Amount in

Year endedMarch 31, 2015

Year endedMarch 31, 2014 Particulars

97STANDALONE FINANCIAL STATEMENTS

NOTE 23

1. Background

Infinite Computer Solutions (India) Ltd is a publicly listed global IT company. Accredited amongst NASSCOM's Top 20 IT companies and a recipient of Stevie Awards, Fierce innovation awards and TMC net CRM excellence awards. Infinite has its expertise in Platformized™ Solutions and Frameworks for IT Services, Product Engineering Services, Enterprise Mobility & Next-Gen Messaging Products & Solution. With a global team of over 5000+ employees, Infinite partners with Fortune 1000 companies from Telecom & Media, Healthcare, BFSI, Hi-Tech & Technology sectors.

The accompanying Financial Statements reflect the Results of the activities undertaken by the Company during the Financial Year ended March 31, 2015.

2. Summary of Significant Accounting Policies

a. Basis of Accounting

The Financial Statements are prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified and applicable) and guidelines issued by the Securities and Exchange Board of India (SEBI).

b. Use of Estimates

The preparation of Financial Statements is in conformity with Generally Accepted Accounting Principles which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent Assets and Liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses for the years presented. Actual results could differ from those estimates.

c. Revenue Recognition

Revenue from software service contracts priced on a time and material basis is recognised on the basis of billable time spent by employees working on the project, priced at the contracted rate.

Revenue in respect of services on fixed price contracts is recognised on milestones achieved as per the terms of specific contracts. Revenue from incomplete contracts is recognized on the proportionate completion method and where no significant uncertainty exists regarding the amount of consideration that will be derived on completion of the contract.

Dividend income from units in mutual funds and from subsidiary companies is recognized when the right to receive payment is established.

Interest on bank deposits is recognised on accrual basis.

d. Tangible Assets

Assets are stated at cost, less accumulated depreciation. Cost includes original cost of acquisition, including incidental expenses related to such acquisition and installation.

The company does not capitalize the cost of software acquired specifically for client projects and where there is no enduring benefit to the Company following conclusion of the project. Such software is charged to the Statement of Profit & Loss Account in the year in which the software is acquired.

Intangible Assets

Product Development Costs

Product development cost represents direct cost incurred by the Company for developing new products. Research costs are expensed as incurred. Development expenditure incurred on an individual product is carried forward when its future recoverability can reasonably be regarded as assured. The expenditure incurred is carried forward under capital work in progress till the product is commercially completed thereafter it is charged off over the expected useful life of product.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

Notes to the Financial Statements

98STANDALONE

FINANCIAL STATEMENTS

TM

e. Depreciation

Depreciation on all fixed assets is provided on the straight-line method over the estimated useful life of the assets as specified in Schedule II to the Companies Act, 2013. Depreciation on addition to fixed assets is provided on pro-rata basis from the date the assets are put to use. Depreciation on sale/deduction from fixed assets is provided for up to the date of sale, deduction, discernment as the case may be.

f. Investments

Long term Investments are stated at cost, less provision for diminution in value of investments, which is considered to be permanent. Current investments are stated at lower of cost or fair market value (determined on the specific identification basis). Cost includes original cost of acquisition, including brokerage and stamp duty.

g. Leases

Finance Lease

Assets acquired under leases where the lessee has substantially acquired all the risks and rewards of ownership, are classified as finance lease. Such assets are capitalized at the inception of the lease at the lower of fair value or the present value of minimum lease payment and the liability is created for the equivalent amount. Each lease rental paid is allocated between liability and interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

Operating Lease

Assets taken on lease under which the lessor effectively retain all significant risks and rewards of ownership are classified as operating leases. Lease payment made under operating lease are recognized as expenses in Statement of Profit & Loss in accordance with the lease agreement.

h. Foreign Currency Transactions

Transactions denominated in Foreign Currencies are recorded at the exchange rates prevailing on the date of the transaction. The Financial Statements of foreign branches of the Company are translated and recorded in the functional currency of the Company.

Monetary items denominated in Foreign Currencies at the year-end are translated at the exchange rates in accordance with AS 11. Non-monetary items denominated in foreign currencies are carried at cost.

Any income or expense on account of exchange differences either on settlement or on translation of transactions other than those relating to fixed assets acquired from sources outside India is recognized in the Statement of Profit & Loss. Gain or loss on translation of long-term liabilities incurred to acquire fixed assets from sources outside India is treated, as an adjustment to the carrying cost of related fixed assets.

i. Retirement Benefits

Company's contribution to Provident Fund is charged to the Statement of Profit & Loss.

Gratuity and Leave payable to eligible employees is accounted on the basis of an actuarial valuation as at the Balance Sheet Date and funded from Company’s own resources.

j. Earnings per Share

Basic Earnings Per Share are calculated by dividing the Net Profit or Loss for the year attributable to equity shareholders by the Weighted Average number of equity shares outstanding during the year.

For calculating Diluted Earnings Per Share, the Net Profit or Loss for the year attributable to equity shareholders and the Weighted Average Number of shares outstanding during the year are adjusted for the effects of all Dilutive Potential Equity Shares.

k. Income Taxes

Income taxes are accounted for on the basis of estimated taxes payable and adjusted for timing differences between the taxable income and accounting income as reported in the Financial Statements. Current Income Tax has been provided at the enacted tax rates on income not exempt under the tax holiday.

Income taxes consist of current taxes, adjustment to Minimum Alternate Tax (MAT) recoverable and changes in Deferred Tax Liabilities and Assets.

Deferred Tax Assets or Liabilities in respect of timing differences which originate during the tax holiday period but reverse after the tax holiday are recognized in the year in which the timing differences originate if they result in taxable amounts. Deferred tax assets or liabilities are established at the enacted tax rates. Changes in the enacted rates are recognized in the year of enactment.

Deferred tax assets are recognized only if there is a reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date.

99STANDALONE FINANCIAL STATEMENTS

l. Impairment of Assets

Whenever events indicate that assets may be impaired, the assets are subject to a test of recoverability based on estimates of future cash flows arising from continuing use of such assets and from its ultimate disposal. A provision for impairment loss is recognised where it is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset.

Where at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and recognized.

m. Transfer Pricing Regulation

The Company has undertaken necessary steps to comply with transfer pricing regulations. The management is of the opinion that the international transactions are at arm's length & hence the aforesaid regulation will not have any impact on the Financial Statements, particularly on the amount of tax expense & that of the provision for taxation.

n. Material Events

Material events occurring after the Balance Sheet date are taken into cognizance.

3. Share Capital

a. Shares issued for consideration other than cash

During the preceeding period of five years there are no Shares issued for consideration other than cash.

b. Shareholding in excess of 5%

The following is the list of shareholders holding Equity shares in excess of 5 percent of the aggregate Share Capital of the Company as on March 31, 2015.

a) M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 64.31%.

c. Shares reserved for issue under options

Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 (revised 2011) for grant of 35,00,000 options convertible into 35,00,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 .

The Nomination & Remuneration Committee of the Company administers this Plan. The options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The particulars of the options granted are as follows:

Particulars March 31, 2015 March 31, 2014

Exercise Price Exercise Price

Options outstanding at the beginning of the year

Granted during the year

Exercised during the year

Cancelled during the year

Lapsed during the year

Options outstanding at the end of the year

Opening Balances

Granted during the year

1,300,000

37,500

7,500

150,000

-

-

7,500

7,500

175,000

1,125,000

30,000

150,000

1,300,000

60,000

30,000

150,000

-

-

-

22,500

22,500

1,300,000

37,500

7,500

150,000

160.65

74.50

105.95

108.35

-

-

74.50

105.95

160.65

74.50

105.95

108.35

160.65

74.50

105.95

108.35 -

-

74.50

105.95 160.65

160.65

74.50 108.35

No of Option No of Option

100STANDALONE

FINANCIAL STATEMENTS

TM

d. Share allotted as fully paid up by way of Bonus Shares

During the preceding five years no shares have been allotted by way of Bonus Shares.

4. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid 152.97 Million (as at March 31, 2014, 192.23 Million).

Contingent liability towards bank guarantees and LC's given to customers and other business related requirements is 306.01 Million (as at March 31, 2014, 164.00 Million).

5. Accumulated Losses of Subsidiaries

The Investments in the subsidiary companies have been made considering strategic business expansion plans & in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the Company has carried the investments at cost.

6. Managerial Remuneration

Managerial Remuneration under Section 197 of the Companies Act, 2013 paid to the Managing and Whole Time Directors of the Company are as follows:

7. Segment Reporting

The company develops software products and provides software consulting services. The disclosures as required under Accounting Standard 17 on segment reporting would cover geographical regions, which is as follows :-

Operating income, net income, assets and liabilities have not been provided by geographies as these are not realistically allocable and identifiable.

Exercise Price for 1,125,000 options granted in FY 10-11

Exercise Price for 30,000 options granted in FY 11-12

Exercise Price for 7,500 options granted in FY 12-13

Exercise Price for 150,000 options granted in FY 13-14

Weighted Average remaining contractual life (in years)

160.65

74.50

-

108.35

3.50

160.65

74.50

105.95

108.35

4.50

March 31, 2015 March 31, 2014

A total of 13,05,000 no of Shares has been reserved for issue under options.

Year ended 2015March 31, Year ended 2014March 31,

Total

20.32

0.04

20.36

23.69

0.04

23.73

Salary

Monetary Value of Perquisites

in Million

Year ended 2015March 31,

1194.20

2866.67

15.04

76.47

4152.38

1004.84

2593.92

14.32

34.01

3647.09

Year ended 2014March 31,Location

Domestic

Americas

Europe

APAC

Total

in Million

STANDALONE FINANCIAL STATEMENTS101

8. Leases

The company is a lessee under various operating leases. Rental expense for operating leases for the year ended March 31, 2015 and year ended March 31, 2014 were 84.65 Million and 79.00 Million respectively. Expected future minimum commitments Rs Rfor non-cancellable leases are as follows:

9. Earning per share

The following is a computation of Earnings Per Share and a Reconciliation of the Equity Shares used in the computation of Basic and Diluted Earnings Per Equity Share

10. Related Party Transaction

In the normal course of business, the Company enters into transactions with affiliated companies. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 is as follows:

a. Subsidiary Companies

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Limited, U.K

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions (Shanghai) Co. Ltd.

India Comnet International Pvt. Limited

Infinite Convergence Solutions, Inc.

Infinite Infocomplex Pvt. Limited

Infinite Infoworld Limited

Infinite Infopark Limited

Infinite Techhub Limited

Infinite Techworld Limited

Infinite Infocity Limited

Infinite Techsoft Limited

Infinite Techcity Limited

Infinite Skytech Limited

Infinite Thinksoft Limited

Year ended 2015March 31, Year ended 2014March 31,

Total

Due in next one to five year

Minimum future commitments

Due in next one year

Due after five years

36.17

4.38

-

40.55

58.59

35.35

-

93.94

in Million

Year ended 2015March 31, Year ended 2014March 31,

Net Profit /(Loss)

Weighted average number of Equity Shares outstanding

Weighted average number ofEquity Share outstanding - Diluted

Nominal value of Equity Share

Basic Earnings per Share

Diluted Earnings per Share

40.20

40.38

10

25.76

25.64

1035.51

41.33

41.33

10

14.02

14.02

579.43in Million

102STANDALONE

FINANCIAL STATEMENTS

TM

Upinder Zutshi

Sanjeev Gulati - CFORajat Kalra - Company Secretary

d. Non-Whole Time Directors of the Company

Sanjay Govil

e. Enterprises in which Key Management personnel and their relatives are able to exercise significant influence

N C Data Systems Private Limited

c. Key Managerial Personnel

b. Managing Director of the Company

Included in the Financial Statements are the following amounts relating to transactions with related parties:

Year ended 2015March 31,

As at 2015March 31, As at 2014March 31,

Year ended 2014March 31,

1. Revenue

2. Expenses

Directors of the Company

Non Whole Time Director of the Company

Key Managerial Personnel

Subsidiary Companies

Subsidiary Companies

Subsidiary Companies

Subsidiary Companies

Receivables

Advances recoverable in cash or kind

Companies under same management

Sale of Services

Dividend Received

3. Balance outstanding

Managerial Remuneration

Infinite Computer Solutions Inc; USA

Infinite Computer Solutions Inc; USA

Contractual Services

Infinite Convergence Solutions, Inc;

Infinite Convergence Solutions, Inc.

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Convergence Solutions Inc.

Infinite Computer Solutions Sdn, Bhd, Malaysia

N C Data Systems Private Limited

Sanjay Govil

Sanjeev Gulati & his relatives

Rent

Rent

Rent

Infinite Computer Solutions Inc; USA

Infinite Computer Solutions Limited, U.KInfinite Computer Solutions Pte Ltd, Singapore

Infinite Infoworld LimitedInfinite Infopark Limited

Infinite Techhub Limited

Infinite Techworld Limited

Infinite Techcity Limited

Infinite Techsoft Limited

Infinite Skytech Limited

Infinite Thinksoft Limited

Infinite Infocity Limited

1,245.92

704.51

4.01-

-

72.79

11.10

1.50

0.46

20.36

376.51

0.77-

384.64

3.89

0.02

0.02

0.02

0.01

0.01

--

--

1,317.10

1,178.55

0.65

5.67

98.20

57.79

11.66

6.11

0.48

23.73

413.11

0.80

5.15

363.03-

0.03

0.03

0.03

0.02

0.02

0.580.58

1.930.58

in Million

103

In Subsidiary CompaniesInvestments

Payables

Infinite Convergence Solutions, Inc.

Infinite Infocomplex Pvt. Limited

Infinite Infoworld Limited

Infinite Infopark Limited

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Limited, U.K

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions (Shanghai) Co. Ltd.

Infinite Techhub Limited

Infinite Techworld LimitedInfinite Infocity Limited

Infinite Computer Solutions Inc, USA (with Provision)

229.53

26.72

8.51

16.88

4.14

49.50

7.50

16.60

434.5730.2043.30

49.50

4.68

-

-

-

-

229.53

26.72

8.51

16.88

5.10

49.90

43.00

42.80

434.5730.7043.80

49.90

3.34

0.50

0.50

0.50

0.50

Infinite Techcity Limited

Infinite Techsoft Limited

Infinite Skytech Limited

Infinite Thinksoft Limited

Year ended March 31, 2015 Year ended March 31, 2014

11. Income Taxes

In accordance with Accounting Standard 22 on accounting for taxes on income the deferred tax charge of (13.68) Million R(previous year 1.25 Million) for the Current Year has been recognized in the Statement of Profit & Loss. The tax effect of Rsignificant timing differences as of March 31, 2015 that reverse in one or more subsequent years gave rise to the following net deferred tax assets / (liability) as at March 31, 2015.

12. Share Buy-Back Scheme

The approved Share Buy-Back Scheme of the Company, the no. of Equity Shares bought back and cancelled are as follows:

Deferred Tax Assets

Provision for Retirement Benefits

Deferred Tax Liabilities

Depreciation

Net Deferred Tax Assets / (Liabilities)

0.42

0.42

89.14

89.14

(88.72)

2.79

2.79

77.84

77.84

(75.05)

Year ended March 31, 2015 Year ended March 31, 2014

Nos. 294,200

Year ended March 31, 2015

Previous year ended March 31, 2014

Previous 3 years ended March 31, 2013

Equity Shares bought back and cancelled

2,116,836 1,400,000

Share Buy Back scheme has been closed on June 04, 2014.

in Million

in Million

in Million

104STANDALONE

FINANCIAL STATEMENTS

TM

13. Depreciation

Pursuant to the enactment of the Companies Act 2013 ( the Act), the Company has, effective April 1, 2014, revised the estimated useful lives of its fixed assets, in accordance with the provisions of Schedule II to the Act. Consequently, during the year ended on March 31, 2015, the depreciation charged is higher and the Profits are lower by 2,08,03,165. Further, ssuu8,39,06,539 representing the carrying amount of the assets whose useful life is nil, has been adjusted against the opening balance of retained earnings.

14. Assumption on Acturial Valuation

As required under Accounting Standard 15, the Company has adopted the following assumption for actuarial valuation of defined benefit and contribution plan:

15. Reclassification

Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to current year’s groupings and classifications.

16. Value of Imports on C.I.F. Basis

17. Earnings in Foreign Exchange

* Does not include receipts in convertible foreign exchange aggregating to 53.69 Million (Previous Year ended March 31, 2014 38.63 Million) in respect of services provided in India.

18. Expenditure in Foreign Currency (on cash basis)

Gratuity LeavesDisclosure as per AS-15 - Revised

Interest Rate

Discount Factor

Estimated Rate of Return on Plan Assets

Salary Increase

Attrition Rate

Retirement Age

7.81%

7.81%

0.00%

6.00%

5.00%

58

7.81%

7.81%

0.00%

6.00%

5.00%

58

Actuarial gain/Loss is recognized immediately.

The estimate of salary increase take into account inflation, promotions etc.

Capital Goods

Others

Nil

Nil

6.04

Nil

Year ended March 31, 2015 Year ended March 31, 2014

FOB Value of Exports * 2958.18 2642.25

Year ended March 31, 2015 Year ended March 31, 2014

in Million

in Million

in Million

Travelling

Year ended March 31, 2015 Year ended March 31, 2014

46.99

60.44

1.93

11.23

-

44.35

79.68

3.66

30.53

-

Contractual Services

Legal & Professional Charges

Software Licenses

Others

For and on Behalf of the Board of Directors,

Place : BengaluruDate : May 21, 2015

Sd/-Ravindra Rama Rao TuragaDirector(DIN: 01687662)

Sd/-Sanjeev GulatiEVP & CFO

Sd/-Rajat KalraCompany Secretary

Sd/-Upinder ZutshiManaging Director & CEO(DIN: 01734121)

105

NOTICE is hereby given that the Sixteenth Annual General Meeting of the Members of Infinite Computer Solutions (India) Limited will be held on Wednesday, September 30, 2015 at 11:30 a.m. at Kamani Auditorium, No. 1, Copernicus Marg, New Delhi 110001 to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statements including Audited Consolidated Financial Statements of the Company for the Financial Year ended as on March 31, 2015 together with Reports of Auditors and Board of Directors thereon.

2. To appoint a Director in place of Mr. Sanjay Govil (DIN 01141389) who retires by rotation and being eligible, offers himself for re appointment.

3. To ratify the appointment of M/s Amit Ray & Co., Chartered Accountants (FRN: 000483C) as Statutory Auditors of the Company for the Financial Year 2015-16 and to authorize the Board of Directors to fix their remuneration and by passing the following resolution, with or without modification, as Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and Rules framed their under, as amended from time to time, the appointment of M/s. Amit Ray & Co., Chartered Accountants (FRN: 000483C), be and is hereby ratified by the Members of the Company, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company at such remuneration as shall be fixed by the Board of Directors.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things as may be considered necessary, proper or expedient in order to give effect to the above resolution.”

Special Business

4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149,150,152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Ashok Kumar Garg (DIN 03504609), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. November 13, 2014 and who holds office until the date of the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, signifying his intention to propose Mr. Ashok Kumar Garg as a candidate for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for 5 consecutive years commencing from November 13, 2014, not liable to retire by rotation.”

5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149,150,152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mrs. Sadhana Dikshit (DIN 00204687), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. February 12, 2015 and who holds office until the date of the ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, signifying his intention to propose Mrs. Sadhana Dikshit as a candidate for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for 3 consecutive years commencing from February 12, 2015, not liable to retire by rotation.”

Notice of the Annual General Meeting

INFINITE COMPUTER SOLUTIONS (INDIA) LIMITEDRegd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi-110066Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru-560066CIN: L72200DL1999PLC171077 | Website: www.infinite.com | E-Mail:shareholder@infinite.comPhone: +91 80 41930000, +91 11 46150845 | Fax: +91 80 41930009, +91 11 46150830

Place : BengaluruDate : May 21, 2015

Sd/-Upinder ZutshiManaging Director & CEODIN: 01734121

For and on Behalf of the Board of Directors

106

TM

NOTICEFOR AGM

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/ HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE RECEIVED BY THE COMPANY NOT LATER THAN 48 (FORTY-EIGHT) HOURS BEFORE THE MEETING.

2. Proxies submitted on behalf of companies, societies, etc must be supported by an appropriate resolution/authority, as may be applicable. Pursuant to Section 105 of the Companies Act, 2013, a person shall not act as a Proxy for more than 50 Members and holding in the aggregate not more than ten percent of the total voting share capital of the Company. However, a single person may act as a proxy for a member holding more than ten percent of the total voting share capital of the Company provided that such person shall not act as a proxy for any other person.

3. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send a duly certified copy of the Board Resolution/Power of Attorney together authorizing their representative(s) to attend and vote on their behalf at the Meeting.

4. Additional information, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in respect of the Director(s) recommended for appointment / re-appointment at the Annual General Meeting and the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special Business is annexed hereto and forms a part of the notice.

5. Relevant documents referred to in the accompanying Notice and Statement pursuant to Section 102(1) of the Companies Act, 2013 are available for inspection at the Registered Office of the Company between 10:00 a.m. to 2:00 p.m. except on Saturdays, Sundays and all Public Holidays upto the date of Annual General Meeting.

6. The Register of Members and the Share Transfer Books of the Company shall remain closed on the Book Closure Dates i.e. Saturday, September 19, 2015 to Wednesday, September 30, 2015 (both days inclusive).

7. The certificate from the Auditors of the Company certifying that the Company's stock option plan has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

8. The Ministry of Corporate Affairs on May 20, 2012 notifies the Investor Education and Protection (uploading of information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. In terms of the said IEPF Rules, the Company has uploaded the information in respect of Unpaid and Unclaimed amounts as on date of the Fifteenth Annual General Meeting of the Company which was held on September 24, 2014 on the website of the Company under “Unpaid/Unclaimed Amounts” viz. . The concerned members are requested to verify the details of their unclaimed www.infinite.comamounts, if any, from the said website and write to the Company's Registrar & Transfer Agent viz. Bigshare Services Private Limited at 4E/8, First Floor, Jhandewalan Extension, New Delhi-110055 before the same is due for transfer to the Investor Education and Protection Fund.

9. Members desirous of obtaining any information/clarification concerning the accounts and operations of the Company are requested to send their queries as addressed to the Company Secretary at the Company's Registered Office, at least 10 days before the Meeting, so that the information can be compiled in advance.

10. Members/proxies are requested to kindly take note of the following:

i. Copies of the Annual Report will not be distributed at the venue of the Meeting;

ii. Attendance Slip, as sent herewith, is required to be produced at the venue duly filled-in and signed, for attending the Meeting;

iii. In all correspondence with the Company and/or the R&T Agent, Folio No. /DP ID and Client ID no. must be quoted.

11. Electronic Copy of the Notice of the 16th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with the Attendance Slip and Proxy Form is being sent to all the Members whose E-mail IDs are registered with the Company/Company's registrar/Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For Members who have not registered their email address, physical copies of the aforesaid documents are being sent by the permitted mode.

12. Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rules thereunder and Clause 35B of the Listing Agreement, the stated items of business may be transacted through electronic voting system and the Company is providing facility for voting by electronic means (“remote e-voting”) to its Members. The Company has engaged services of NSDL for providing remote e-voting facilities to the Members.

13. In terms of Clause 35B of the Listing Agreement, in order to enable its Members who do not have access to e-voting facility, the Ballot paper shall be made at the venue of the Meeting to cast their votes and Members attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the Meeting.

14. Further in terms of Clause 35B, Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

107NOTICEFOR AGM

15. Voting through electronic means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide Members facility to exercise their right to vote at the 16th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL).

Please see the instructions below for details on e-voting facility.

A. In case of shareholders receiving e-mail from NSDL

a. Open e-mail and open PDF file viz; “INFINITE e-Voting.pdf” with your Client ID or Folio No. as password containing your user ID and password for e-voting. Please note that the password is an initial password.

b. Launch the internet browser and type the following URL: www.evoting.nsdl.com

c. Click on the Shareholder – “Login”

d. Put User ID and Password as initial password noted in step (a) above.

e. If you are logging in for the first time, the Password change menu will appear. Change the Password with new Password of your choice. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

f. Home page of “e-voting” opens, click on “e-voting: Active Voting Cycles”

g. Select “EVEN (Electronic Voting Event Number)” of Infinite Computer Solutions (India) Limited. h. Once you enter the “Cast Vote” Page will open. Now you are ready for e-voting.

i. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

j. Upon confirmation, the message “Vote cast successfully” will be displayed.

k. Once you have voted on the resolution, you will not be allowed to modify your vote.

l. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at with a copy marked topbalodia@gmail.com evoting@nsdl.co.in.

B. In case of shareholders' receiving physical copy of Notice of AGM:

a. Initial password is provided at the bottom of the Attendance Slip for the AGM: EVEN (Remote E-voting Event Number) USERID PASSWORD/PIN Please follow all steps from S.No. (b) to (l) above, to caste vote.

General Instructions for e-voting:

I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the Downloads section of . You may also contact NSDL via email atwww.evoting.nsdl.com evoting@nsdl.co.in

ii. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

iii. The remote e-voting period commences on Sunday, September 27, 2015 (9:00 A.M. IST) and ends on Tuesday, September 29, 2015 (5:00 P.M. IST). During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on cut-off date i.e September 23, 2015, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently..

iv. The voting rights of shareholders shall be in proportion of their shares of the paid up equity share capital of the Company as on the record date i.e. September 23, 2015.

v. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the Meeting.

vi. Any person, who acquires shares of the Company and becomes the member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. September 23, 2015 may obtain the login ID and password by sending e-mail to evoting@nsdl.co.in shareholder@infinite.comor by mentioning their Folio No./DP ID and Client ID No.

However, if you are already registered with NSDL for e-voting then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using “Forget User Details/Password” option available on www.evoting.nsdl.com

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vii. Member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again.

viii. Mr. Prashant Balodia, Partner M/s P. Balodia & Co, Practicing Company Secretary (Membership No. FCS-6047 / CP No. 6153), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

ix. The Chairman shall at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of Ballot paper for all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

x. The Scrutinizer shall, immediately after the conclusion of the voting at the AGM, count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of atleast (2) witnesses not in the employment of the Company. Scrutinizer shall within a period of not exceeding three (3) working days from the Meeting, submit the Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

xi. The Results declared alongwith the Scrutinizers Report shall be placed on the website of the Company at and www.infinite.comon the website of NSDL immediately after the declaration of result by the Chairman or the person authorized by him in writing. The Results shall also be communicated to the Stock Exchanges, where the shares of the Company are listed.

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Item no. 4

Mr. Ashok Kumar Garg was appointed as an Additional Director of the Company w.e.f. November 13, 2014 and pursuant to the provisions of Section 161(1) of the Companies Act, 2013, he shall hold office of the Director upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a Member of the Company along with a deposit of 100,000 proposing the candidature of Mr. Ashok Kumar Garg under the provisions of Section 160 of the Companies Act, 2013.

The Board considers that it is in the interest of the Company to continue to have the rich experience and expertise of Mr. Ashok Kumar Garg. Accordingly, the Board recommends his re-appointment as an Independent Director of the Company for a period of 5 consecutive years beginning from November 13, 2014, not liable to retire by rotation.

Further, in the opinion of the Board, Mr. Ashok Kumar Garg fulfills the conditions specified in the Companies Act, 2013 and Rules made thereunder for his appointment as an Independent Director of the Company. A copy of the letter of appointment of Mr. Ashok Kumar Garg as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company between 10.00 AM to 2.00 PM except on Saturdays, Sundays and Public holidays upto the date of Annual General Meeting.

Except Mr. Garg and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at Item No. 4. The Board recommends the resolution for your approval.

Item no. 5

Mrs. Sadhana Dikshit was appointed as an Additional Director of the Company w.e.f. February 12, 2015 and pursuant to the provisions of Section 161(1) of the Companies Act, 2013, she shall hold office of the Director upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a Member of the Company along with a deposit of 100,000 proposing the candidature of Mrs. Sadhana Dikshit under the provisions of Section 160 of the Companies Act, 2013

The Board considers that it is in the interest of the Company to continue to have the rich experience and expertise of Mrs. Sadhana Dikshit. Accordingly, the Board recommends her re-appointment as an Independent Director of the Company for a period of 3 consecutive years beginning from February 12, 2015, not liable to retire by rotation.

Further, in the opinion of the Board, Mrs. Sadhana Dikshit fulfills the conditions specified in the Companies Act, 2013 and Rules made thereunder for her appointment as an Independent Director of the Company. A copy of the letter of appointment of Mrs. Sadhana Dikshit as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company between 10.00 AM to 2.00 PM except on Saturdays, Sundays and Public holidays upto the date of Annual General Meeting.

Except Mrs. Dikshit and her relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested financially or otherwise in the resolution set out at Item No. 5. The Board recommends the resolution for your approval.

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Place : BengaluruDate : May 21, 2015

Sd/-Upinder ZutshiManaging Director & CEODIN: 01734121

For and on Behalf of the Board of DirectorsFor Infinite Computer Solutions (India) Limited

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111

Details of Director(s) seeking Re-appointment / Appointment in the 16th Annual General Meeting pursuant to Clause 49 of the Listing Agreement

Name of the Director

Date of Birth

Brief Resume and Nature of Expertise in specific functional areas

List of other companies in which Directorships are held

Mr. Sanjay Govil

April 02, 1966

Sanjay Govil is the founder and Chairman of Infinite, a global IT outsourcing provider.

Under his leadership, Infinite has grown debt free and without venture capital funding. The Company has global group strength of over 5,000 employees and over 80 premier clients, including several leading Fortune 1000 companies. It is considered a global leader in the IT outsourcing space with offices in 8 countries and development centers in Bengaluru, Chennai, Gurgaon, in India and Chicago & Westford in USA. As part of its

TMservice offerings, Infinite is primarily focused on Platformized Frameswork & Solutions for IT Services, Product Engineering Services, and Enterprise Mobility & Next-Gen Messaging Product and Solutions .

In 2010, Infinite became a publicly traded Company on the Indian stock exchange (BSE: 533154, NSE: INFINITE) with one of the most successful IPOs of the year.

In 2011, Infinite entered into a strategic agreement with Motorola which created Infinite Convergence; a wholly owned subsidiary. Infinite Convergence is a provider of innovative and cutting edge products supporting the needs of next-generation wireless communication. The Messaging Business provides a comprehensive Messaging Product Portfolio that includes Rich Communication Suite, Public Safety Multimedia Messaging, Enterprise Messaging Solutions , Personal Messaging Cloud, Multimedia Messaging Service Center, Short Message Service Center, and Short Message Service Gateway. Their products are deployed in Tier 1 and Tier 2 mobile operators across multiple continents servicing over 130 million subscribers.

Sanjay has been recognized and featured in media throughout the world. In the early days of Infinite, he was a winner of the prestigious E&Y Entrepreneur of the Year award. A BSEE graduate of Auburn University and a MSEE graduate from Syracuse University, he is an alumni and Fellow of the Wharton School of Business. Sanjay has been a member of the Global CEO Advisory Council for the Wharton Fellows program and Board of Directors for the Future of Advertising Project at the Wharton School of Business. He is currently a member of the Wharton Graduate Executive Board.

1. Creative Thermolite Power Private Limited.2. IT Thinkers LLC.3. INSTOS Inc.4. Infinite Computer Solutions Inc.5. Infinite Convergence Solutions Inc.6. Mahavi Holdbull Inc7. Infinite Computer Solutions (Shanghai) Co. Ltd.

Mr. Ashok Kumar Garg is an Independent director at Infinite.

During his illustrious career spanning 37 years, Mr. Garg has served as the Chairman and Managing Director (CMD) of Mahanagar Telephone Nigam Limited (MTNL). Before joining MTNL as the CMD, he served as a Director (Human Resource) on the Board of Bharat Sanchar Nigam Ltd (BSNL). He has also held Chairmanship of telecom service providers in Mauritius and Nepal.

List of Committees of the Board of Directors in which Chairmanship/Membership is held

Nil

No. of Equity Shares held in the Company 8,100

Name of the Director

Date of Birth

Mr. Ashok Kumar Garg

June 01, 1954

Brief Resume and Nature of Expertise in specific functional areas

NOTICEFOR AGM

112

List of other companies in which Directorships are held

List of Committees of the Board of Directors in which Chairmanship/Membership is held

No. of Equity Shares held in the Company

Name of the Director Mrs. Sadhana Dikshit

Brief Resume and Nature of Expertise in specific functional areas

He has paramount experience in notable leadership positions and various capacities in the department of Telecom and BSNL heading various business and functional units. Mr.Garg's expertise in large change Management Process, Telecom Operations, HR, Marketing, Procurement and Finance has been prominent. He has received several awards and accolades for corporate leadership.

Mr. Garg completed his B.E. in Electronics and Communication and Master's Degree in Communication Systems from IIT Roorkee. He is also a Fellow member of Institute of Electronics and Telecommunications Engineer.

Chairman – Corporate Social Responsibility Committee of the Company

Nil

Nil

Date of Birth August 01, 1953

Mrs. Sadhana Dikshit is an Independent Director at Infinite.

Mrs. Dikshit served as Member (Finance) Telecom Commission & ex-officio Secretary to the Govt. of India, she contributed significantly in policy making, monitoring and implementation of the policies/programmes of the Govt., before she superannuated in July 2013.

As Member (Finance), she also headed the Inter-Ministerial Committee on the auction of 2G spectrum, e-auctions for which were held in November 2011 & March 2012.

During her notable career spanning 37 years, Mrs. Dikshit held various assignments in Department of Telecom (DoT) and Telecom Regulatory Authority of India (TRAI) in different disciplines such as Financial Management, Regulation, HR, Revenue Mobilization & Assurance, Oversight of PSUs, Internal Audit, Costing & Tariffs, Licensing Finance and Universal Services Obligation Fund.

Mrs. Dikshit has served as a Govt. Director on the Board of erstwhile Videsh Sanchar Nigam Limited (VSNL) and on the Board of Telecom Consultants of India Limited (TCIL). She has also been on the Governing board of Government Accounting Standards Advisory Board (GASAB) and National Institute of Financial Management (NIFM).

Mrs. Dikshit, continues to be invited as expert speaker at various National & International forums like, ITU, UNCTAD and OECD, Mrs. Dikshit is a Post Graduate in English (Hons) from Pune University.

List of other companies in which Directorships are held

Nil

List of Committees of the Board of Directors in which Chairmanship/Membership is held

Nil

No. of Equity Shares held in the Company Nil

NOTICEFOR AGM

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Form No. MGT – 11 Proxy Form

INFINITE COMPUTER SOLUTIONS (INDIA) LIMITEDRegd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi-110066

Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru-560066CIN: L72200DL1999PLC171077 | Website: www.infinite.com | E-Mail:shareholder@infinite.com

Phone: +91 80 41930000, +91 11 46150845 | Fax: +91 80 41930009, +91 11 46150830

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN

Name of the Company

155, Somdutt Chambers – II, 9, Bhikaji Cama Place, New Delhi – 110066Registered Office

L72200DL1999PLC171077

Infinite Computer Solutions (India) Limited

Name of the Members(s)

Registered Address

:E-mail ID

:

:

Folio No./ Client ID

:DP ID

:

I/We, being the member(s) of ………………. shares of the above named Company, hereby appoint

1. Name :………………………………………………………………………Address :………………………………………………………………………E-mail ID :………………………………………………………………………Signature :……………………………………………………………………… or failing him/her

2. Name :………………………………………………………………………Address :……………………………………………………………………… E-mail ID :………………………………………………………………………Signature :…………………………......................................………… or failing him/her

3. Name :………………………………………………………………………Address :………………………………………………………………………E-mail ID :………………………………………………………………………Signature :…………………………..................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 16th Annual General Meeting of the Company, to be held on the 30th day of September, 2015 at 11.30 a.m. at Kamani Auditorium, No. 1, Copernicus Marg, New Delhi 110001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this …………day of ……………., 2015

Signature of Shareholders :…………………………………. Signature of Proxy holder(s):…………………………………..

ORDINARY BUSINESS

1. Adoption of Annual Accounts of the Company as on March 31, 2015

2. Re-appointment of Mr. Sanjay Govil, retiring by rotation and being eligible, offering himself for re-appointment

3. Re-appointment of M/s Amit Ray & Co., Statutory Auditors of the Company till the conclusion of the next Annual General Meeting

For* Against*Resolution

SPECIAL BUSINESS (ORDINARY RESOLUTIONS)

4. Appointment of Mr. Ashok Kumar Garg, as an Independent Director in terms of Companies Act, 2013

5. Appointment of Mrs. Sadhana Dikshit, as an Independent Director in terms of Companies Act, 2013

Affix Revenue Stamp

Notes: 1. *Please put a “X” in the Box in the appropriate column. If you leave 'For' or 'Against' column blank in respect of any or all of the resolutions, your proxy will be entitled to vote in the matter as he/she thinks appropriate. 2. Proxy need not be a member of the Company. A person can act as proxy on behalf of for a maximum of 50 Members and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Provided that a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.3. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Annual General Meeting.

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Attendance Slip for Attending Annual General Meeting

INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi-110066Regd Office:

157, EPIP Zone, Phase II, Whitefield, Bengaluru-560066Corporate Office: L72200DL1999PLC171077 | www.infinite.com | shareholder@infinite.comCIN: website: e-mail:

+91 80 41930000, +91 11 46150845 | +91 80 41930009, +91 11 46150830Phone: Fax:

I certify that I am a member/ proxy for the member(s) of the Company.

I hereby record my presence at the 16th Annual General Meeting of the Company at Kamani Auditorium, No. 1, Copernicus Marg, New Delhi 110001 at 11:30 a.m. on September 30, 2015.

………………………………………….................... ................………………………….

Member's/Proxy's name in Block Letters Signature of Member/Proxy

Note: Please fill up this attendance slip and hand over at the Attendance Verification Counter at the entrance of the Meeting hall. Person attending the Meeting is requested to bring this Attendance Slip and Annual Report with him/her. Duplicate Attendance Slip and Annual Report shall not be issued at the Annual General Meeting.

Regd. Folio No :

No. of Shares held :

DP ID No :

Client ID No :

Date : September 30, 2015Time : 11:30 a.mVenue : Kamani Auditorium, No.1, Copernicus Marg, New Delhi 110001

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Kamani Auditorium#1, Copernicus MargNew Delhi, Delhi 110001

Global Presence

ChennaiUnit 19, 22, & 24, SDF Buildings, Phase 1 MEPZ, TambaramChennai-600045Phone: +91-44-4297-5900 Fax: +91-44-4297-5911

Unit 45/46, Block 3 SDF Buildings, Phase I, MEPZ Tambaram, Chennai-600045Phone: +91-44-2262-1232 / 33 / 34Fax: +91-44-2262-9696

GurgaonPlot No. -21, Institutional Area Sector-44, Gurgaon Haryana-122001 Phone: +91-124-3301-800 Fax: +91-124-3301-867

New Delhi Registered Office

155 Somdutt Chambers-II 9 Bhikaji Cama Place New Delhi-110066 Phone: +9111-4615-0845/46/47 Fax: +91-11-4615-0830

CHINA

Suite 666-05, Building 2 No.351, Guoshoujing Rd. Zhangjiang High-Tech ParkShanghai Phone: +86-13817261980

HONG KONG

21/F, Sunshine Plaza,353 Lockhart Road Wanchai, Hong Kong Phone: +852-36230838 Mobile: +852-92756057 Fax: +852-2782-1147

MALAYSIA

A-1-15, SME Technopreneur Centre 2, 2260 Jalan Usahawan 1, 63000 Cyberjaya, Selangor Darul Ehsan, Malaysia Phone: +60-38322-2800 Fax: +60-38313-7397

SINGAPORE

20, Changi South Avenue 2 Singapore – 486547 Phone: +65-6221-1611 Fax: +65-6221-2925

USA

California1450 Halyard Drive Suite 8West Sacramento, CA 95691 USA

Illinois1 Trans Am Plaza Drive, Suite 520 Oak Brook Terrace IL 60181, USA

3219 & 3231, N Wilke Road, Arlington Heights, IL 60004 USA Phone: +1-224-764-3400

Maryland15201 Diamondback Dr Suite 125, Rockville MD - 20850, USA Phone: +1-301-355-7760

Massachusetts1 Robbins RoadWestford, MA 01886 USA

New Jersey125 Village Blvd Suite 320Princeton, NJ 08540 USA

New York125 Wolf Road Suite 303Albany, NY 12205 USA

Texas5048 Tennyson Parkway Suite 243Plano, TX 75024 USA

GERMANY

Landwehrstr 61Munich, Germany 80336

UNITED KINGDOM

B520, Vista Centre, 50 Salisbury Road,Hounslow, TW4 6JQ, London.

INDIA

Bengaluru Corporate Office

157, EPIP Zone, Phase 2 Kundalahalli, Whitefield Bangalore-560066 Phone: +91-80-4193-0000 Fax: +91-80-4193-0009

GEIPL-SEZ, Global Axis, Block 2(A1), Upper Ground Floor Plot No. 152, EPIP 2nd Stage, Whitefield, Bangalore-560066 Phone: +91-80-6799-8000 Fax: +91-80-6799-8009

Safe HarbourCertain statements in the Annual report concerning our future growth prospects are forward-looking statements, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which the company has made strategic investments, withdrawal of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company