To The Members
The have pleasure in presenting the 12th Annual Report with Audited
Statements of Accounts for the year ended 31st March 2012.
FINANCIAL HIGHLIGHTS FOR THE YEAR OF 2011-12
On standalone basis
Rs. in lacs Rs. in lacs
Particulars Year ended 31st Year ended 31st
March 2012 March 2011
-Software Development Services 4639.96 4095.97
-Other Income 36.74 13.42
Total Income 4676.70 4109.39
Expenditure 3976.72 3583.10
Depreciation 321.53 95.50
Profit before the Tax 368.84 430.79
Less: Provision for tax 130.95 137.20
Profit / (Loss) after Tax 237.89 293.59
The Ministry of Corporate Affairs (MCA) vide notification no. S.O.
447(E) dated 28th F ebruary, 2011 amended the existing Schedule VI to
the Companies Act, 1956.The R evised Schedule VI is applicable from
financial year commencing from 1st April, 2011. The financial
statements of your Company for the year ended 31st M arch, 2012 have
been prepared in accordance with the Revised Schedule VI and
accordingly, the previous year s figures have been reclassified/
regrouped to conform to this year s classification.
The Company has recorded a turnover of Rs. 4639.96 lakhs and the profit
of Rs. 237.89 L akhs in the current year against the turnover of
Rs4095.97 l akhs and profit of Rs. 293.59 L akhs in the previous
financial year ending 31.03.2011.
Keeping the Company s expansion and growth plans in mind, your
Directors have decided not to recommend dividend for the year.
Your Company has not accepted any deposits falling within the meaning
of Sec.58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
The equity shares of your company are listed on the Ah medabad Stock
Exchange and are being traded on IndoNext Model of Bombay Stock
CAPITAL OF THE COMPANY.
During the period the company has allotted 2,00,000 equity shares on
conversion of convertible warrants on preferential basis to the
promoters and the others at an issue price of Rs.38/- each including a
premium of Rs. 33/- each. F urther the company has allotted 17,40,350
equity shares on conversion of convertible warrants issued on
preferential basais to the promoters and the others at an issue price
of 15/- each including a premium of Rs. 10/- each. As a result the paid
up capital of the company stands at Rs. 7,92,64,615/ - divided in to
1,58,52,923 equity shares of Rs.5 each.
PREFERENTIAL ALLOTMENT AND UTILISATION OF FUNDS.
During the period the company has raised funds of about Rs. 661.33 i
akhs by way of preferential allotment of shares. The amount has been
spent towards the capital expenditure and working capital requirements
of the Company etc.
Presently the company has one subsidiary, infronics Inc. in USA. C
onsidering the global opportunities, the company intends to expand its
operations in to other geographies by way of establishment of
subsidiary companies /joint ventures.
The company s properties have been adequately insured against major
risks. All the insurable interests of your Company including
inventories, buildings, plant and machinery and liabilities under
legislative enactments are adequately insured.
Mr. K. Sambasiva Rao was appointed as Managing Director of the Company
w.e.f. 14.02.2012 and Mr. N. Natarajan, Director of the Company
retires by rotation and being eligible, offers himself for
re-appointment at this ensuing Annual General Meeting. Yo ur Directors
recommend his re-appointment. Mr. M. M adhusudan Raj u was redesignated
as chairman of the company.
Details of the director retiring by rotation
Particulars Mr. N. Natarajan
Date of Birth 1/1/1948
Date of Appointment 27.10.2006
Expertise in specific
functional areas Telecom industry verticals in
software, product and solutions selling
No. of Shares held in
the Company Nil
Directorships held in
other companies (excluding Nil
private limited and
Positions held in
of other Nil
DIRECTORS'' RESPONSIBILITY STATEMENT:
In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000
your directors confirm
i) Th at in the preparation of annual accounts the applicable
accounting standards have been followed along with proper explanations
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 at the end of the financial year.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the directors had prepared the annual accounts on the going
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS ANDOUT GO:
Th e required information as per Sec. 217 (1) ( e) of the Companies Act
1956 is provided hereunder.
A. Conservation of Energy:
Your Company s operations are not energy intensive. Ad equate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Te chnology Absorption:
1. Research and Development (R&D) . NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings . Rs.1472.40 Lacs
Foreign Exchange O utgo . Rs.2651.94 Lacs
PARTICULARS OF EMPLOYEES:
Th ere is no employee who is falling under section 217 (2A). Th
erefore, the disclosures required to be made under section 217 (2A) of
the Companies Act, 1956 a nd the rules made there under are not
CODE OF CONDUCT:
The C ode of conduct has been circulated to all the members of the
Board and Senior Management and the compliance of the same has been
affirmed by them. A declaration signed by the Managing Director is
given else where in the Annual Report.
Yo ur directors propose the appointment of M/s. Ramana Reddy &
Associates, as statutory auditors to hold office until the conclusion
of the next Annual General Meeting of the company.
As a listed company, necessary measures have been taken to comply with
the listing agreements of Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the Auditors,
Forms part of this Report .
MANAGEMENT DISCUSSION AND ANALYSIS.
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and
Analysis, which forms part of this Report.
AWARDS TO THE COMPANY.
- - Received MSME N ational award in entrepreneurship for the year
l Received Appreciation and Invitation 3 times from USA F ederal
Government to show case our Handheld terminal Innovation
l Received Best Research and Development Company award from FAPCCI F or
the year 2008 and 2009.
l Received Special Jury Award for 2009 from Software Association of
Yo ur directors would like to express their grateful appreciation for
assistance and co-operation received from clients, banks, investors,
Government, other statutory authorities and all others associated with
the company. Yo ur directors also wish to place on record their deep
sense of appreciation for the excellent contribution made by the
employees at all levels, which enabled the company to achieve sustained
growth in the operational performance during the year under review.
DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT.
I, K. Sambasiva Rao, Managing Director of the Company do hereby declare
that the directors and senior management of the Company have exercised
their authority and powers and discharged their duties and functions in
accordance with the requirements of the code of conduct as prescribed
by the company and have adhered to the provisions of the same.
For and on behalf of the Board
Infronics Systems Limited
Place. Hyderabad Sd/
Date . 25.08.2012 K. Sambasiva Rao