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DIRECTOR'S REPORT

Infibeam Avenues Ltd.

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Market Cap. (₹) 2845.95 Cr. P/BV 1.04 Book Value (₹) 41.27
52 Week High/Low (₹) 243/28 FV/ML 1/1 P/E(X) 22.42
Bookclosure 30/07/2019 EPS (₹) 1.91 Div Yield (%) 0.00
Year End :2018-03 

Dear Members,

The Directors are pleased to present the 8th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2018.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended on March 31, 2018 is summarised below:

(Rs. In million)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue from Operations

3,058.60

531.45

8,393.20

4,413.41

Other Income

269.50

361.15

313.30

163.61

Total Income

3,328.10

892.60

8,706.50

4,577.02

Total Expenditure other than Finance Cost, Depreciation and Tax

2,460.40

335.34

6,826.00

3,746.75

Operating Profit / (Loss) before Finance Cost, Depreciation and Tax

867.70

557.26

1,880.50

830.27

Less: Finance Cost

36.80

32.82

57.30

42.64

Less: Depreciation and amortisation expenses

432.60

63.27

664.30

224.78

Profit / (Loss) before Tax

398.30

461.17

1,158.90

562.85

Less: Tax

263.50

459.39

270.60

127.51

Profit before share in profit/(Loss) in associate

134.80

1.78

888.30

435.34

Share of profit / (Loss) of Associate

-

-

(6.90)

-

Profit for the period

134.80

1.78

881.40

435.34

Other comprehensive income/(Expenses) [net of tax]

0.50

2.67

1.70

3.20

Items that will not be reclassified to Profit or loss, net of tax

0.50

2.67

1.70

3.20

Total comprehensive income/(Expenses) for the period

135.30

4.45

883.10

438.54

Add: Balance brought forward from previous year

(145.64)

(150.09)

(364.79)

(809.07)

Add / (Less): on account of Consolidation Adjustment

-

-

(11.66)

-

Add / (Less): Share of minority

-

-

1.10

5.74

Profit available for appropriation

(10.34)

(145.64)

507.75

(364.79)

Transfer to General Reserve

-

-

-

-

Transfer to Debenture Redemption Reserve

-

-

-

-

Excess Losses pertaining to minority

-

-

-

-

Dividend on Equity Shares

(54.11)

-

(54.11)

-

Tax on Dividend

(11.36)

-

(11.36)

-

Balance carried over to Balance Sheet

(75.81)

(145.64)

442.28

(364.79)

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

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE -

During the financial year 2017-18, net revenue from operations on standalone basis increased to Rs.3,058.60 Million as against Rs.531.45 Million in the previous year - a growth of 476%. Expense as a percentage to revenue from operations increased to 80% (Rs.2,460.40 Million) as against 63% (Rs.335.34 Million) in the previous year.

The Profit for the period is Rs.134.80 Million against Rs.1.78 Million in the previous financial year - a growth of 7,473%.

Net revenue from operations on consolidated basis increased to Rs.8,393.20 Million as against Rs.4,413.41 Million in the previous year - a growth of 90%. The Profit for the period is Rs.881.40 Million against Rs.435.34 Million in the previous year - a growth of 102%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by their respective Board of Directors.

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

4. DIVIDEND

During the year under review, the Company has declared and paid to shareholders, an interim dividend of Rs.0.10 per share of Rs.1/-each fully paid up in month of March, 2018. In addition, the Directors have recommended payment of final dividend for the financial year 2017-18 of Rs.0.10/- per share of Rs.1/each fully paid up for the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013. The aggregate dividend for the year will amount to Rs. 0.20/- per share of Rs.1/- each fully paid up.

The details of the unclaimed dividends are available on the Company’s website at www.ia.ooo.

The Dividend Distribution Policy of the Company is set out as Annexure - A and the same is uploaded on the Company’s website i.e. www.ia.ooo.

5. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to general reserve.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

7. STATUS OF SCHEME OF AMALGAMATION

The Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) had sanctioned the Scheme of Amalgamation between Avenues (India) Private Limited (“Transferor Company”) with your Company (“T ransferee Company”) and their respective shareholders and creditors (“Scheme”) pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. The Scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on March 15, 2018. A copy of the Order sanctioning the Scheme was issued to the Company by the Hon’ble NCLT on May 7, 2018 and certified true copy was received on May 9, 2018. The said Scheme has been made effective from May 10, 2018 with appointed date of April 1, 2017, on receipt of all the requisite approvals. As per the Order sanctioning the Scheme, all the assets and liabilities pertaining to Avenues (India) Private Limited situated at Mumbai, Gujarat and any other place transferred and vested to the Transferee Company.

In terms of the above Scheme, Transferee Company was required to issue and allot to each member of the Transferor Company in the following ratio:

- 2,600 (Two Thousand Six Hundred) fully paid Equity Shares of Rs.1/- each of Transferee Company credited as fully paid for every 100 (One Hundred) Shares of Rs.10/- each held in Transferor Company.

Accordingly, the Board of Directors of your Company had on May 30, 2018 allotted Equity Shares to the members of the Transferor Company in the above mentioned ratio.

The financial statements of this subsidiary were merged with the financial statements of your Company.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the following changes have taken place in subsidiary / associates:

Subsidiary companies formed/acquired:

- NSI Infinium Global Private Limited, a wholly owned subsidiary of the Company acquired 51% stake in DRC Systems India Private Limited. DRC Systems India Private Limited is a step-down subsidiary of your Company.

- Your Company acquired control in Avenues (India) Private Limited.

- Post Amalgamation of Avenues (India) Private Limited with your Company, Avenues Infinite Private Limited which was subsidiary of Avenues (India) Private Limited and associate of your Company, is now the wholly owned subsidiary of your Company.

Companies ceasing to be subsidiary companies/ ceased operations:

- Avenues (India) Private Limited merged with the Company by virtue of order dated May 07, 2018 of the Hon’ble National Company Law Tribunal (“NCLT”), Ahmedabad Bench. The appointed date for the Scheme of amalgamation was April 1, 2017.

Associate Companies:

- Post Amalgamation of Avenues (India) Private Limited with your Company, Avenues Payments India Private Limited which was Associate of Avenues (India) Private Limited, is now the Associate of your Company.

After the close of financial year, Infibeam Global EMEA FZ-LLC, the wholly owned subsidiary of your Company, based in Dubai acquired 100% Shareholding of Vavian International Limited, a Company formed and registered in Dubai. Vavian International Limited is now step down wholly owned subsidiary Company. Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries and associates.

A separate statement containing the salient features of the financial performance of subsidiaries and associate in the prescribed form AOC - 1 is annexed to the Directors’ Report as Annexure - B and forms part of this report. The Audited Consolidated financial statements together with Auditors’ Report forms an integral part of the Annual Report.

The Policy for determining material subsidiaries is available on the Company website i.e. www.ia.ooo.

In terms of provisions of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary Companies shall be available on website of the Company at www.ia.ooo. The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents shall also be available for inspection by any Member of the Company at the Registered Office of the Company during business hours between 11.00 A.M. to 2.00 P.M. on all working days of the Company (Except Saturday, Sundays and Public holiday) up to the date of the Annual General Meeting.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 and any other provision of the Companies Act, 2013, read with rules made there under.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Malav Mehta (DIN: 01234736), Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.

Mr. Piyushkumar Sinha (DIN: 00484132) was appointed as an Additional Director (Non-Executive Independent Director) of the Company, with effect from February 14, 2018. In accordance with the provision of Companies Act, 2013, Mr. Piyushkumar Sinha is being appointed as an Independent Director to hold office as per the tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Vishwas Patel (DIN: 00934823) was appointed as an Additional Director (Non-Executive Director) of the Company, by Board at its meeting held on February 14, 2018 and on recommendation of the Nomination and Remuneration Committee, the Board approved to change his designation to Executive Director and also approved the appointment and payment of remuneration as an Executive Director designated as a Director of the Company for period of 5 years with effect from August 14, 2018, subject to approval of the members at the ensuing Annual General Meeting. The Board of Directors on recommendation of the Nomination and Remuneration Committee has reappointed Mr. Vishal Mehta (DIN:03093563) as Managing Director of the Company for a period of 5 (five) years with effect from February 01, 2018, subject to approval of the members at the ensuing Annual General Meeting.

Brief details of Directors proposed to be appointment/ re-appointment as required under Regulation 36 of the SEBI LODR are provided in the Notice of the Annual General Meeting.

None of the Directors of the Company have resigned from the office of Director of the Company during the year.

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Mr. Vishal Mehta, Managing Director, Mr. Hiren Padhya, Chief Financial Officer and Mr. Shyamal Trivedi, Vice President & Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year, there was no change (appointment or cessation) in the office of KMP

11. DIRECTOR’S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2017-18, 6 (Six) Board meetings were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

13. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. www.ia.ooo.

14. BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

16. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries on its compliance forms part of this Report as Annexure - C.

17. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance forms part of this Report as Annexure - D.

18. SUB-DIVISION OF SHARES

The sub-division of equity shares of your Company from face value of Rs.10/- each to face value of Rs.1/each (“Stock Split”) and consequent alteration in Capital Clause of Memorandum of Association of your Company was approved by the Members on August 11, 2017 at the Extra Ordinary General Meeting. The ‘Record Date’ for the purpose of ascertaining the Members entitled to receive the said sub-divided equity shares was fixed by the Board as September 1, 2017. Subsequently, your Company has issued ten (10) sub-divided equity shares of Rs.1/- each in lieu of one (1) equity share of Rs.10/- each to the eligible Members of the Company. In case of Members holding equity shares of your Company in physical form, the Company, without requiring the surrender of old share certificate(s), has directly issued and dispatched the new share certificate(s) for the sub-divided equity shares of Rs.1/- each. The said new share certificate(s) were issued in lieu of the old share certificate(s), which were deemed to have been automatically cancelled and be of no effect. In the case of equity shares of the Company held in dematerialised form, the subdivided equity shares have been duly credited to the respective beneficiary accounts of the Members with the respective Depository Participants, as per the existing credits representing the equity shares of the Company.

In view of the aforesaid Stock Split, the number of equity shares of your Company and price of underlying equity share in the stock markets has been correspondingly adjusted by the Stock Exchanges, where your Company’s shares are listed i.e. the BSE Limited and the National Stock Exchange of India Limited.

19. CHANGE IN SHARE CAPITAL

During the Financial Year 2017-18, the total issued and paid-up equity share capital of the Company as on March 31, 2018 has been increased from Rs.538.94 million to Rs.542.78 million pursuant to the allotment of 3,84,419 equity shares.

The paid up Equity Share Capital as on March 31, 2018 was Rs.54,27,83,390 divided into 54,27,83,390 equity shares of Rs.1/- each and as on date Rs.66,33,92,240 divided into 66,33,92,240 equity shares of Rs.1/- each.

20. ALLOTMENT OF EQUITY SHARES

- The Company during the Financial Year 2017-18, after obtaining necessary approvals, has allotted, 1. 3,84,419 Equity Shares of Rs.10/- each on May 30, 2017, to its eligible employees of the Company & its subsidiaries under both the Schemes - Employees Stock Option Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue, the Equity Share Capital of the Company stood at Rs.542.78 million.

- The Company after the closing of Financial Year 2017-18, after obtaining necessary approvals, has allotted,

1. 11,98,60,000 Equity Shares of Rs.1/- each on May 30, 2018, to the Shareholders of Avenues (India) Private Limited pursuant to the Scheme of Amalgamation as approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order dated May 7, 2018. After the issue, the Equity Share Capital of the Company stood at Rs.662.64 million.

2. 7,48,850 Equity Shares of Rs.1/- each on July 6, 2018, to its eligible employees of the Company & its subsidiaries under both the Schemes - Employees Stock Option Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue, the Equity Share Capital of the Company stood at Rs.663.39 million.

21. PREFERENTIAL ISSUE OF WARRANTS

The Company, after obtaining necessary approvals, has issued and allotted 21,45,002 fully convertible warrants to TV18 Broadcast Limited on March 29, 2018, convertible into 21,45,002 equity shares of Rs.1/each of the Company at a price of 186.48/- (including premium) per warrant on a preferential basis. The said convertible warrants are exercisable within a period of 18 months from the date of its allotment. There are no material variations between the projections and actual utilisation of the funds raised through Preferential Issue by the Company during the year 2017-18.

22. CREDIT RATING:

On April 16, 2018, ICRA Limited (“ICRA”), the Credit Rating Agency has assigned long term rating of [ICRAl A (Stable) (pronounced as ICRAA plus) with a stable outlook for the purpose of bank facilities of the Company.

23. CHANGE IN THE NAME OF THE COMPANY:

The name of the Company was changed from “Infibeam Incorporation Limited” to “Infibeam Avenues Limited” with effect from July 23, 2018. The Change of name is consequent to reflect the Company’s merger with one of India’s leading payments services provider, Avenues (India) Private Limited. Our corporate website has also been renamed from www.infibeam.ooo to www.ia.ooo and also the general / corporate / investors’ email id of the Company has been changed from ir@infibeam.ooo to ir@ia.ooo.

24. CHANGE IN THE NATURE OF BUSINESS:

Basic nature of business of the Company remains same and there is no change in business. However, the Company has expanded and diversified its scope of operations to Online Payment Gateway, online reservation solution for hotels, online event and admission collection solution etc. The Members of the Company at its Extra-Ordinary General Meeting held on June 28, 2018 approved to supplement the existing main objects clause by re-stating / elaborating main objects of the Company and deleted other objects of the Company.

25. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Company with the approval of Members through postal ballot, effective September 25, 2017 the Registered and Corporate Office of the Company was shifted to 28th Floor, GIFT Two Building, Block No. 56, Road - 5C, Zone - 5, GIFT CITY, Gandhinagar, Taluka & District - Gandhinagar -382 355 Gujarat, India.

26. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The CSR policy is available on your Company’s website www.ia.ooo.

28. AUDITORS

I. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, were appointed at the Annual General Meeting held on September 15, 2016, as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2020-21. Your Company has received letter from M/s. S R B C & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

On recommendation of Audit Committee, the Board of Directors appointed of M/s. Shah & Taparia, Chartered Accountant (Firm Registration No. - 109463W) as the Joint Statutory Auditor, for a period of five (5) years i.e. from conclusion of this Annual General Meeting till the conclusion of 13th Annual General Meeting to be held in the calendar year 2023, subject to approval of the members at the ensuing Annual General Meeting.

M/s. B S R & Associates LLP, Chartered Accountants, were appointed at the Annual General Meeting held on September 30, 2014 as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2018-19. However, vide their letter dated March 15, 2018 they expressed their inability to continue as Statutory Auditors of your Company and the Board of Directors accepted their resignation. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rule issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from both M/s S R B C & Co. LLP and M/s. Shah & Taparia.

- Statutory Auditors’ Report

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITOR

I n terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on May 30, 2018 has appointed M/s. SPANJ & Associates, Company Secretaries, as the Secretarial Auditor to conduct an audit of the secretarial records, for the Financial Year 2018-19.

- Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. SPANJ & Associates, Company Secretaries. The said Report is attached with this Report as Annexure - F.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 the Companies Act, 2013 read with the rules made there under, the extract of Annual Return of the Company in form MGT-9 is enclosed as Annexure - G to this report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2018, are set out in Note 26 to the Standalone Financial Statements forming part of this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2. However, you may refer to Related Party transactions in Note No. 26 of the Standalone Financial Statements.

32. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure -H which forms part of this report.

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company till the date of the ensuing Annual General Meeting during business hours on working days of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

33. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company’s website at www.ia.ooo.

34. INTERNAL FINANCIAL CONTROLS

I nternal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

35. RISK MANAGEMENT

The Company has a Risk Management Policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorisation of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

36. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the year, 7,03,450 options were granted to eligible employees of the Company in terms of Employees Stock Option Plan.

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”). The Company has received a certificate from the Auditors of the Company that the Schemes are implemented in accordance with the SBEB Regulations. The certificate would be available at the Annual General Meeting for inspection by members. The applicable disclosures as stipulated under SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.ia.ooo.

37. EMPLOYEE SAR SCHEME

The Board of Directors of the Company at its meeting held on July 13, 2017 and members in the Extra Ordinary General Meeting held on August 11, 2017 have approved the Infibeam Stock Appreciation Rights Scheme 2017 (‘Scheme’) as per SEBI (Share Based Employee Benefits) Regulation, 2014 for employees of the Company as well as for Subsidiary Companies and also to set up Infibeam Employees Welfare Trust (“Trust”) for the implementation of Scheme to acquire the Equity Shares from secondary market by the Trust.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”). The Company has received a certificate from the Auditors of the Company that the Scheme is implemented in accordance with the SBEB Regulations. The certificate would be available at the Annual General Meeting for inspection by members. The applicable disclosures as stipulated under SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.ia.ooo.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy: The Company strives and makes conscious efforts to reduce its energy consumption through business operations of the Company which are not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

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

iii) Foreign Exchange earnings and outgo

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

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 2017-18. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

40. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on your Company’s website www.ia.ooo.

41. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

42. OTHER DISCLOSURES

- The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

- The Audit Committee comprises namely Mr. Keyoor Bakshi (Chairman), Mr. Vishal Mehta and Mr. Roopkishan Dave. During the year all the recommendations made by the Audit Committee were accepted by the Board;

- The Managing Director of the Company has not received any remuneration or commission from any of Companies’ subsidiary;

- The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

- As observed by the Statutory Auditors, the Company had maintained proper records of its Fixed Assets situated at the Corporate Office. However, certain records of Fixed Assets situated at the office of Avenues (India) Private Limited (since merged with the Company) were not updated. However, such records were duly updated while taking over the assets of Avenues (India) Private Limited on the effective date of the merger i.e. May 10, 2018. Thus, while the assets of Avenues (India) Private Limited are included on the date of Balance Sheet of the Company i.e. March 31, 2018, the updation of records and its verification was done subsequent to the date of balance sheet. No discrepancies were observed while carrying out such verification.

43. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the clients of the Company and all its shareholders.

For and on behalf of Board of Directors

Ajit Mehta

Place: Gandhinagar Chairman

Date: September 4, 2018 [DIN: 01234707]

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