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
 
 Income                                         -
 
 -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
 
 OPERATIONS:
 
 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.
 
 DIVIDEND:
 
 Keeping the Company s expansion and growth plans in mind, your
 Directors have decided not to recommend dividend for the year.
 
 PUBLIC DEPOSITS:
 
 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.
 
 LISTING:
 
 The equity shares of your company are listed on the Ah medabad Stock
 Exchange and are being traded on IndoNext Model of Bombay Stock
 Exchange.
 
 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.
 
 GLOBAL EXPANSION.
 
 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.
 
 INSURANCE.
 
 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.
 
 DIRECTORS.
 
 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 
                             selling hardware,
                             software, product and solutions selling
 
 No. of Shares held in 
 the Company                 Nil
 
 Directorships held in 
 other companies (excluding  Nil
 private limited and 
 foreign companies)
 
 Positions held in 
 mandatory committees 
 of other                    Nil
 companies
 
 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
 concern basis.
 
 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
 applicable.
 
 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.
 
 AUDITORS:
 
 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.
 
 CORPORATE GOVERNANCE:
 
 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
 2010
 
 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
 Hyderabad (ITsAP)
 
 ACKNOWLEDGEMENTS.
 
 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.
 
 The shareholders
 
 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
 
                                                    Managing Director