DIRECTORS REPORT

TO,

THE MEMBERS

INFIBEAM INCORPORATION LIMITED

The Directors of your Company are pleased to present the FourthAnnual Report together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

OPERATIONS:

The year under review was rather eventful as the Company had initiated various activities to pave way for widening the scope of its e commerce business like sale of digital products, digital marketing, software developmentservices,technological solutions, services to the customers etc.in the market in order to enhance the growthof the company.

During the year under review, total Revenue of the company has been increasedsubstantially from Rs.20,276,936/- to Rs.106,052,961/- and loss has been decreased substantially from Rs.21,78,89,298/- to Rs. 84,30,328/-.

BUSINESS AND OUTLOOK:

Your Company is in the business of providing e-commerce platform for products and services to small, medium and large clients in both domestic and international markets.  The Company is uniquely positioned to provide e-commerce solutions for physical movement of products as well as digital services like theme park ticketing, travel packages, events and entertainment tickets.  While domestic markets have shown great potential, clients using the e-commerce platform have physical presence across multiple geographies.  During the year, the company started expanding internationally with existing clients and adding new clients providing its state-of-the-art e-commerce platform.

The Company recently received ICANN approvals as an internet registry to launch gTLD global top level domain by the name .ooo to clients globally for which, your company has made investments in terms of money as well as efforts in last 2-3 years. 

In coming years, your Company will continue offering platform services to both domestic and international clients.  The Company will invest in visibility and distribution through accredited registrars for offering .ooo domains to clients.  Furthermore, the Company plans to partner with private and government bodies to offer its digital platform to aspiring youth in India.

DIVIDEND:

On account of  accumulated losses, your  Directors havedecided not to recommend any dividend for the current year .

FIXED DEPOSITS:

The Company has not accepted any deposits from the public duringthe  year under review to which provisions of section 58 A read with Companies (Acceptance of Deposits) Rules,1975 were applicable.

DIRECTORS:

During the year under review Shri AjitC. Mehta retires by rotation and being eligible offer himself for re-appoiuntment, in terms of provisions of Sections 255 and 256 of the Companies Act, 1956.

During the year,in compliance with the provisions of Sections 149 & 161 of the Companies Act, 2013, read with its Rules, Mr. Keyoor M. Bakshi[DIN:00133588] and Mr. Roopkishan S. Dave [DIN:02800417] have been appointed by the Board of Directors of the Company as Additional Directors, who are Independent Directors of the Company. These Directors shall hold office up to the date of the next Annual General Meeting of the Company to be held on 30th September, 2014 and shall continue to hold office as Independent Directors thereafter for a term up to 24th August, 2019 only upon confirmation of their appointments as such in the next Annual General Meeting by the Members of the Company.

AUDIT COMMITTEE:

The company hadearlier in due compliance with Section 292A of the Companies Act, 1956, constituted anAudit Committee and the Committee had  met three times during the year to monitor Auditors independence and performance, effectiveness of audit process, examination of financial  process, evalution of  internal finance control etc. in due compliance of accounting standards and policies issued by Institute of Chartered Accountants of India.

Recently, the Board of Directors of the Company has in its meeting held on 25th August, 2014, has reconstituted the audit committee in terms of Section 177 of the Companies Act, 2013, read with applicable Rules made thereunder. The said committee consists of the following Members:

1 Mr. Keyoor M. Bakshi[DIN:00133588], Independent Director, Chairman of the Committee;

2 Mr. Roopkishan S. Dave[DIN:02800417], Independent Director;

3 Mr. Vishal A. Mehta[DIN:03093563], Managing Director.

The Terms of reference, its scope, powers, duties and Code of the Committee were discussed and defined by the Board of Directors of the Company and the new Audit Committee also met once on 6th September, 2014 for considering, among others, the Annual Accounts of the Company for the year 2013-2014.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company in its meeting held on 25th August, 2014, has constituted the Nomination and Remuneration Committee (NRC) in due compliance with the provisions of Section 178 of the Companies Act, 2013 read with applicable Rules made thereunder. The NRC consists of the following Members:

1 Mr. Malav A. Mehta [DIN:01234736], Non-Executive Director, Chairman of the Committee;

2 Mr. Keyoor M. Bakshi[DIN:00133588], Independent Director; and

3 Mr. Roopkishan S. Dave[DIN:02800417], Independent Director.

The Terms of reference, its scope, powers and duties of the Committee were discussed and defined by the Board of Directors of the Company.

AUDITORS:

M/s. B S R & CO, Chartered Accountants have shown their unwillingness to continue as Statutory Auditors of the Company from the conclusion of this Annual General Meeting. M/s. B S R & Associates LLP, Chartered Accountants, Ahmedabad, Firm Registration No.116231W have shown their willingness to be appointed as Statutory Auditors of the Company from the conclusion of this Annual General Meeting and from the Financial Year 2014-2015 onwards.

The Company has received a certificate under Section 139 of the Companies Act, 2013 to the effect that the appointment of M/s. B S R & Associates LLP, Chartered Accountants, Ahmedabad, Firm Registration No.116231W, if made, will be in accordance to the limit specified in the said Section. Members of the Company are requested to consider their appointment as statutory auditors.

M/s. B S R & Associates LLP, Chartered Accountants, Ahmedabad being eligible, offer themselves for appointment. According to the requirements of Section 139 of the Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, the company should appoint an auditor who shall hold office from the conclusion of this meeting till the conclusion of its 9th (Ninth) annual general meeting, subject to ratification in every annual general meeting till the 9th (Ninth) such meeting by way of passing of an ordinary resolution. The company has received the written consent of the auditors for its appointment and certificate to the effect that the appointment, if made, shall be in accordance with the conditions as enumerated in Rule 4 and the satisfaction of criteria i.e. eligibility, qualifications of auditors as provided in Section 141.

COMMENTS ON AUDIT OBSERVATIONS:

1        With regards to para on Basis  for qualified opinion , the loans given to other entities in which directors were interested have been recovered and there wasno  outstanding balance as on  year end date.

2        There has been some unintentional delays in paymentof government levies.The same were paid as soon as the interpretations were available.

PARTICULARS OF EMPLOYEES:

There was no employee receiving remuneration during the year in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956 and hence statement pursuant to section 217(2A) of the Companies Act, 1956 are not required to be appended.

CONSERVATION OF  ENERGY,TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required on conservation of energy and technology absorption are not applicable.The company has earned  foreign exchange  of Rs.  4,97,46,660/-  and not expended any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state that :

1)   In the preparation of Annual Accounts, the applicable accounting standards have been followed.

2)   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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the company for that period,

3)   The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

4)   The Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the continuing support of the Shareholders, bankers and Business associates at all levels.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

VISHAL MEHTA                                                            MALAV MEHTA

Managing Director                                                                    Director

Din: 03093563                                                             Din: 01234736                                                                            

Place: Ahmedabad

Date: 7thSeptember, 2014