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Your Directors have pleasure in presenting the 8th Annual
Report of your Company ('the company' or 'InfoBeans')
along with the audited financial statements, for the financial year ended March, 31st 2018. The
consolidated performance of the company and itssubsidiarieshas been referred to wherever required.
Our company is leading player offering, Product Engineering, Digital Transformation and Automation & DevOps for clients across the globe. With two state-of the-art facilities in Inc:lia, the CMMI level 3 certified company caters to Fortune 500 clients inUSA, Germany and Middle East markets. The company caters to a wide range of segments in the industry, including Healthcare compliance, Storage & Virtualization, Media & Publishing and eCommerce. The company's efficient operations, professional team of over 700+ employees and high customer-focus has enabled it to grow blue-chipclient base with high amount of repeat business..
Profit or Loss before Tax
1. Current Tax
2. Deferred Tax
3. Earlier Year Tax
4. MAT Credit Entitlement
Profit or Loss After Tax
Earning Per Equity Share (EPS)
192,765,565 121,124,475 190,881,014 127,936,791
40,750,000 26,150,000 40,750,000 26,336,644 (5,896,144) (4,510,121) (5,896,144)
304,228 (419,338) (304,118) (419,338) (14,014,222) (28,431,162) (14,024,222)
1,410,500 1,043,000 2,410,500 2,043,000
169,211,103 126,302,096 167,336,652 132,927,768
Performance Review and State of Company!sAffairs
Total Revenue (includingother income) at Rs.97.48 crore in financial year 2018, as against
Rs. 84.47 crore in financial year 2017, YoY growth of 15.39%.
Profit After Tax at Rs. 16.73crore in financial year 2018 as against Rs.13.29 crore in financial
year 2017, significant growth of25.89%
EBITDA stood at Rs. 21.30 crore in financial year 2018 as against Rs. 15.52 crore in financial
year 2017, jump of
Total Revenue (includingother income) at Rs.82.18 crore in financial year 2018, as against
Rs. 68.59 crore in financial year2017, YoY growth of 19.82%.
Profit After Tax at Rs. 16.92 crore in financial year 2018 as against Rs.12.63 crore in financial
year 2017, significant growtho£33.98%
EBITDA stood at Rs. 21.44 crore in financial year 2018 as against Rs. l4.79 crore in financial year
2017, jump of
Consolidated Financial Statements
As per Regulation 33 of the Securities and Exchange
Board of India(Listing Obligations and Disclosure
Requirements) Regulations,2015 (hereinafter referred to as uListing Regulations) and applicable
provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated
Financial Statements of the Company for the financial year 2017-18 have been prepared in
compliance with applicable Accounting Standards and on the basis of audited financialstatements of
the Company, its subsidiariesand associate companies, as approved by the respective Board of
The Consolidated Financial Statements together with the
Auditors' Report form part of thisAnnual Report.
A separate statement containing the salient features of financial statements of all subsidiaries
of the Company forms a part of consolidated financial statements in compliance with Section 129
and other applicable provisions, if any, of the Companies Act, 2013. In accordance with
Section 136 of the Companies Act,
2013, the financial statements of the subsidiary and associate companies are available for
inspection by the members at the Registered Office of the Company during business hours on all
days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting
Any member desirous of obtaining a copy of the said
financialstatements may write to the Company Secretary at the Registered Office of the Company. The
financial statements including the consolidated financial statements and all other documents
required to be attached to this report have been uploaded on the website of the Company
(http://www.infobeans.com/wp content/u ploads/2015112/Policy-on - Material Subsidiary.pdO. The
Company has formulated a policy for determining material subsidiaries. The policy may be accessed
on the website of the Company.
The Board of Directors in their meeting held on May 03rd,
2018 has recommended a final dividend ofRe. 0.50 (Fifty
Paise) per share on paid up equity capital of the company for the Financial Year 2017-18,
aggregating to Rs.
1,20,07,800/- (One Crore Twenty lacs Seven Thousand
Eight Hundred only), (excluding dividend distribution tax).
The dividend payout is subject to approval of the members at the ensuing Annual General Meeting
of the Company ('AGM').
Management's Discussion And Analysis Report
Management Discussion and Analysis forms an integral part of this report is annexed as Annexure
- A which gives details of the overall industry structure, economic developments, performance
and state of affairs of the Company'svarious businesses.
Report On Corporate Governance
Your company continues to place greater emphasis on managing its affairs with diligence,
transparency, responsibility and accountability and is committed to adopting and adhering to
best corporate governance practices.
The Board considers itself as trustee of its shareholders and acknowledges its responsibilities
towards them for creation and safeguarding their wealth. The company has set itself the objective
of expanding its capacities. As a part of growth strategy. It is committed to high levels of
ethics and integrity in all its business dealings that avoids conflict of interest. In order to
conduct business with these principles. The company has created a corporate structure based on
business needs and maintains high degree of transparency through regular disclosures with focus
on adequate control systems.
However the provisions of Regulation 15 of SEBI (Usting obligations and Disclosure Requirements)
Regulations,2015 providing a separate report on corporate governance under Regulation 34(3) read
with para C of Schedule V are set out in the Annexure B to this report.
The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form
MGT - 9 in accordance with Section 92 (3) of the Companies Act,
2013 read with Companies (Management and
Administration) Rules, 2014, are set out in the Annexure
C to this report.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March 31st, 2018, the applicable
accounting standards read with requirements set out under Schedule Illto the Act, have been
followed and there are no material departuresfrom thesame;
b) The Directors 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 as at March 31st, 2018 and of the profit of the Company for theyear
ended on that date;
c) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;
d) The Directors have prepared the annual accounts on a
'going concern' basis;
e) The Directors 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
0 The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial Controls and their Adequacy
Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and
external consultants and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Company's
internal financial controls were adequate and effective during the financialyear 2017-18.
Directors and Key Managerial Persons
During the year under review, the following changes occurred in the position of Directors/KMPs
of the Company.
In compliance with the provisions of Sections 149,152 read with Schedule Nand all other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules,
2014 (including any statutory modification(s) or re enactment thereof for the time being in
force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial
Personnel are as follows:-
s. Board of Directors DIN/PAN Designation
1. Siddharth Sethi 01548305 Managing Director
2. Mitesh Bohra 01567885 Whole timeDirector
3. Avinash Sethi 01548292 Director& Chief Financial Officer
4. Sumer Bahadur Singh 07514667 Non-Executive Independent Director
5. Santosh Muchhal 00645172 Non-Executive Independent Director
6. Shilpa Saboo 06454413 Non-Executive Independent Director
The Company also consists of the following Key Managerial
S. Board of DirectorsDIN/ PAN Designation
1. Avinash Sethi
Director & Chief Financial Officer
2. Trapti]ain • BARPJ7361K Company Secretary
3. Nitisha Pareek•• BQSPP3620G Company Secretary
•Ms. TraptiJain has resigned from the post of Company
Secretary of the company with effect from 21 August,
••Ms. Nitisha Pareek was appointed as a Company
Secretary of the company with effect from 21 August,
As per the provisions of the Companies Act, 2013, Independent Directors are required to be
appointed for a term of five consecutive years, but shall be eligible for reappointment on passing
of a special resolution by the Company and shall not be liable to retire by rotation. Therefore,
Mr. Santosh Muchhal, Ms. Shilpa Saboo, Mr. Sumer Bahadur Singh Directors of the Company were
appointed as Non-Executive Independent Director of the Company to hold office for a period of
5 years. The Company has received declarations from all the Independent Directors confirming
that each of them meets the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and per SEBI (LODR) Regulations2015.
In the Meeting of the Board of directors of the Company held on 05th March, 2018, Mr. Siddharth
Sethi is re appointed as the Managing Director of the Company for a period of three years with
effect from 051h March, 2018 to
04th March, 2021. Further, Mr. Avinash Sethi, being capable of becoming Chief Financial Officer of
the Company, was appointed as the Chief Financial Officer of the Company with effect from 20th
Changes in Directors & Key Managerial Personnel
There has been change in the designation of Mr. Mitesh
Bohra from Whole time Director to Executive Director
Ms. Trapti Jain (Company Secretary and Compliance Officer) had resigned from her post w.e.f
21August, 2017 and pursuant to recommendation of Nomination & Remuneration Committee, the
Company appointed Ms. Nitisha Pareek as the Company Secretary & Compliance Officer of the
Companyw.e.f 21August, 2017.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 20l3 and in terms of the
Articles of Association of the Company Mr. Avinash Sethi (Director
& CFO) (DIN: 01548292) is liable to retire by rotation and being eligible, seek re-appointment
at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment. Mr.
Avinash Sethi is not disqualified under Section 164(2) of the Companies Act,
Brief resume of the Director proposed to be appointed/reappointed, nature of his experience in
specific functions and area and number of public companies in which he holds
membership/chairmanship of Board and committees, shareholdings and inter-se relationships with
other directors as stipulated under Regulation 36(3) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,2015 are provided in the 'Annexure
to Notice of AGM' forming a part of Annual report.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16
of listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for
the time beingin force).
Meetings of the Board of Directors
The following Meetings of the Board of Directors were held during theFinancial Year 2017-18 :
. Date of Board No. of
o. Meetings Strength Directors Present
. 04/0512017 6 3
. 25/0512017 6 3
. 21/0812017 6 4
. 08/11/2017 6 3
. 04/0112018 6 3
. 05/0312018 6 4
. 09/0312018 6 3
Pursuant to the provisions of the Companies Act, 20l3 read with the rules issued thereunder,
Regulation 17(10) of the listing Regulations and the circular issued by SEBI dated 5thjanuary, 2017
with respect to Guidance Note on Board Evaluation, the evaluation of the annual
performance of the Directors/Board/Committees was
carried out for the financial year 2017-18.
The following are some of the broad issues that are consideredillperformance evaluation:
Criteria for Evaluation of Board and its Committees: Setting up of performance objectives and
Board's Contribution to the Growth of the Company
Whether composition of the Board and its Committees is appropriate with the right mix of knowledge
and skills sufficient to maximize performance in the light of future strategy
Board's ability to respond to crisis
Board Communication with the Management Team
Flow of Quality Infonnation to the Board
Criteria for Evaluation of Independent Directors
. Demonstrates willingness to devote time and effort to understand the Company and its business
. Demonstrates knowledge of the sector in which the
. Quality and value of their contributions at board meetings
. Contribution to development of strategy and risk management policy
. Effective and proactive follow up on their areas of concern
Criteria for Evaluation of Non-Independent Directors
. Knowledge of industry issues and exhibition of diligence in leading the organization
. Level of attendance at the Board and Committee meetings where he is a member
. Effectiveness in working with the Board of Directors to achieve the desired results
. Providing direction and support to the Board regarding its fiduciary obligations and governance
. Providing well-balanced information and clear recommendations to the Board as it establishes new
Nomination and Remuneration Policy
The board of directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under SEBI
(LODR) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and theNomination and Remuneration Committee
(NRC) reviewed the performance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings. In addition, the
Chairman also evaluated on the key aspects of his role, is annexed herewith marked as Annexure D
to this Report
In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into
account the views of the executive directors and non-executive directors. The same was discussed in
the board meeting that followed the meeting of the independent Directors, at which the performance
of the Board, its committees and individual directors was also discussed.
Auditors and Audit report
The Company's Auditors Ws. Prakash S. Jain &: Co., Chartered Accountants, who are the
statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and
being eligible have consented and offered them-selves for re-appointment. Pursuant to the
provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is
proposed to appoint Ws. Prakash S. Jain &: Co., Chartered Accountants as statutory auditors
of the Company from the conclusion of the forthcomingAGM till the conclusion of the AGM to be held
in the year 2020.
The Company has received written consent(s) and certificate(s) of eligibility in accordance with
141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder
(including any statutory modification(s) or re-enactrnent(s) thereof for the time being in
force) from Prakash S. Jain &: Co.. Further, M/s. Prakash S. Jain &: Co., Chartered
Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India as required under the Usting Regulations.
The Auditor's Report for the fiscal year 2018 does not contain any qualification, reservation
or adverse mark. The Auditors report is enclosed with financial statements in this annual report
for your kind perusal and information.
The Board has appointed CS Manish Maheswari, Proprietor of M. Maheshwari & Associates
Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18, The
Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith
marked as Annexure E to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Committee of the Board
Pursuant to Section 178 of the Companies Act, 2013, Company has constituted the following
Committees of the Board:
1. Audit Committee;
2. Nornination and Remuneration Committee;and
3. Stakeholders Relationship Committee; and
The composition of all Committees has been stated under Corporate Governance Report fonns an
integral part of Annual Report.
Subsidiaries,]oint Ventures and Associate Companies
We, along with our subsidiaries and group companies, provide consulting, technology, outsourcing
and next generation services. The Company has four subsidiaries companies namely InfoBeans INC,
InfoBeans Technologies DMCC, InfoBeans Technologies Europe GmbH, and InfoBeans IT City Private
During the year, the Board of Directors Cthe Board') reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, the company has prepared consolidated
financial statements of the Company and all its subsidiaries, which form part of the Annual
Report. Further, a statement containing the salient featuresof the financial statement of our
subsidiaries in the prescribed format AOC-1 is appended as Annexure F to the Board's report.
The statement also provides the details of performance, financial positions of each of the
In accordance with Section 136 of the Companies Act,
2013, the audited financial statements, including the consolidated financial statements and
related information of the Company and audited accounts of each of its subsidiaries, are
available on our website www.infobeans.com
These documents will also be available for inspection during business hours i.e. 10.00 am to 7.00
pm. at our registered office in Indore, India with prior intimation.
During the year, investments were made in the following subsidiaries/ Associate Company:
InfoBeans Technologies DMCC InfoBeansTechnologies Europe GmbH InfoBeans INC
InfoBeans IT City Private Limited
In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 (the Act) read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be provided upon request and marked as Annexure G.
In tenns of Section 136 of the Act, the Report and Accounts are being sent to the members
and others entitled thereto, excluding the information on employees' particulars which
is available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member may write to the Company Secretary of the
Company in this regard.
Particulars of Loans, Guaranteesor and Investments
Particulars of loans given, investments made, guarantees given and securities provided along with
the purpose for which the loan or guarantee or security is proposed to be utilized by the
recipient are provided in the Financial Statement (Please refer to Note No. 12 to the Financial
li!f As per the Provisions of the SEBI (LODR) Regulations,
2015 entered into with the stock exchanges, corporate governance report with auditor's
certificate thereon and management discussion and analysis are attached, which form part of this
As per the Provisions of the SEBI (LODR) Regulations,
2015 entered into with the stock exchanges, a business responsibility report is attached and fonns
part of this annual report.
Details of the familiarization programme of the independent directors are available on the
website of the Company. The link for the same is: http://www. infobeans. com/wp con tent/u
ploads/2 0 15/ 12/F amiliariza tion Programme-of-Independent-Director.pdf
li!f The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism
for employees including directors of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing
Policy is available on the company's website at Chttp://www.infobeans.com/wp
Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, And Redressal) Act, 2013.
InfoBeans is committed to provide a healthy environment to all its employees , the company has in
place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as
per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute
sexual harassment, ways and meansto prevent occurrence of any such incident, and the mechanism for
dealing with such incident in the unlikely event of its occurrence. The Company has also
constituted an Internal Committee to deal with any Sexual harassment cases reported, as required
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules made there under.
The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no
complaints were received against the sexual harassment at workplace.
Related Party Transactions
During the financial year 2017-18, the Company entered into transactions with related parties as
defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules,
2014, all of which were in the ordinary course of business
and on arm's length basis also in accordance with the
provisions of the Companies Act, 2013 read with the Rules issued there under and the listing
Further, there were no transactions with related parties which qualify as material transactions
under the listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committee and are in
accordance with the Policy on Related Party Transactions and published on website of
the Company, h tt ps :/ /www. info beans. com/wp -content
!uploads/2015/12/Draft-Related-Party-Transactions-l-7- l.pdf. The policy is formulated in
accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and
the listing Regulations.
Prior approvals are granted by the Audit Committee for related party transactions which are of
repetitive nature, entered in the ordinary course of business and on arm's length basis in
accordance with the provisions of Companies Act, 2013 read with the Rules issued there
under and the listing Regulations. The details of the related party transactions are set
out in Note 42 to the Standalone Financial Statements of the Company.
The Form AOC - 2 pursuant to Section 134 (3) (h) ofthe Companies Act, 20 l3 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is set out in the AnnexureHto this report.
Conservation ofEnergy, Technology Absorption
The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134 ofthe Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, is set out herewith as Annexure I to this Report.
The CSR initiatives of the Company were under the thrust areas of health & hygiene, education,
water management and enhancement of vocational training.
The key objective of Corporate Social Responsibility is to provide infrastructure support,
development oriented activities and events across health and education areas centered on
schools and communities along with activ employee contribution and participation.
The Company's CSR Policy statement and annual report on the CSR activities undertaken during the
financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013
and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) is set out in the
Annexure]to this report.
Employee Stock Option Schemes
The Company established a scheme - InfoBeans
Partnership Program in 2016 (ESOP IPP, 2016)for
granting stock options to the eligible employees, with a
view to attracting and retaining the best talent, and encouraging employees to align individual
performance with Company's objectives, and promoting increased participation by them in growth of
the Company. Each option representing one equity share of the company; the scheme is governed by
Employee Stock Option Scheme and Employee Stock Purchase Guidelines issued in 1999 by SEBI and as
amended from time to time. The vesting period of stock options, granted during the year shall be
five years. Thestock options shall be exercisable within six months from the date of vesting. As
per the guidelines issued by the SEBI, the excess of the market price of the underlying equity
shares as on the date of grant of option over the exercise price of the option is to be recognized
and amortized on a straight line basis over the vesting period.
The Shareholders of the company in the meeting held on
22nd july; 2016 approved the allocation of 1,00, 000/ stock options (Revised 3,50,000 options
due to bonus) to the eligible employees of the company and itssubsidiaries. The details of the 2015
plan, including reference, and the requirements specified under Regulations 14 of SEBI (Share
Based Employee Benefits) Regulations, 2014.
The details of the employee stock options plan form part of the notes to account of the financial
statements in this annual report.
Foreign Exchange Earnings and Outgo
We have established a Substantial direct marketingaround the world, including Dubai, Frankfurt,
Tampa, and Dublin. These offices are staffed with Sales and marketing specialists who sell our
services to large international clients.
he Foreign Exchange earned n terms of actual inflows uring the year;
nd the Foreign Exchange utgo during the year in erms of actual outflows.
In today's economic environment, Risk Management is a very important part of business. The main
aim of risk management is to identify, monitor & take precautionary measures in respect of the
events that may pose risks for the business. The Board & Audit Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing
basis by keeping Risk Management Report before the Board & Audit Committee periodically.
Your Directors wish to express their grateful appreciation to the continued co-operation received
from the Banks,
Government Authorities, Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of
appreciation for the committed service of the Executives, staff and workers of the Company.