ANNUAL REPORT 2015 - 2016 - Intelenet Global Services · PDF fileYes Bank Barclays Bank...

ANNUAL REPORT 2015 - 2016

INTELENET BUSINESS SERVICES LIMITED

Annual Report 2015-2016

Who we are:

We are the leading provider of Business Process Outsourcing Services to customers in India. We provided integrated servicesInvoice and back office functions. We employ over 4505 employees across India and we speak 15 languages of India.

Services we offer:

Business Process Outsourcing

Technology Consulting

Contact Centre• Customer Service• Sales• Collections

Application & Infrastructure• Legacy re-platform• User Interfaces• Application Development• Application maintenance• Infrastructure

Process Consulting• Process mapping & documentation• Capacity modelling• Transaction Quality monitoring &

improvement• Benchmarking• Process reengineering• Business Analytics• LEAN & six-sigma

Transaction Processing• Application processing• Rule set processing• Underwriting &• Invoice processing• Customer account Creation & Maintenance• Complaint Handling

Enterprise Solutions• CRM• Web - enabling• Predictive modelling• Business intelligence and

warehousing• Customer Analytics

Project Consulting• Outsourcing model assessment• Cost modelling• Location selection & attractiveness• Service Levels & Contracting• Operations design• Transition planning

Accounting Services• Accounts payable• Accounts receivables• Inventory management• Reconciliation Payment Processing

Support Services• Testing• Reporting services• Inventory• Management• System integration

E-Services• Chat Support• E-mail services• SMS Services• Payment Gateway Integration


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�INDEX

�Contents Page No.

�Corporate Information

�Notice of AGM

�Board’s Report

�Auditor’s Report

�Balance Sheet

�Profit and Loss Account

�Cash Flow Statement

�Notes to Accounts

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BOARD OF DIRECTORSMr. Sachin Raje (DIN: 05187220) Mr. Abhay Telang (DIN: 05318809) Mr. Nitin Sahni (DIN: 00317173) Ms. Bina Shetty (DIN: 06634003)

COMPANY SECRETARY

Mr. Vishal Chhabra

CORPORATE INFORMATION

REGISTERED OFFICE CORPORATE OFFICEIntelenet Towers,Plot CST No. 1406-A/28,Mindspace, Malad (W), Mumbai 400 090CIN: U72900MH2005PLC157255Tel: (91-22) 6677 6000Fax: (91-22) 6677 8210 Website: www.intelenetglobal.comEMAIL:[email protected]

NESCO Compound, Gate #3,Hall # 4, Opp. Mahananda Dairy,Western Express Highway, Mumbai 400 063

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Private LimitedE-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400 072. Tel.: 022-40430200Fax : 022-28475207Email : [email protected]

BANKERSICICI Bank HDFC Bank Citi Bank HSBC Bank Yes BankBarclays Bank

FORWARD LOOKING STATEMENT:

Statements in this Report, particularly those which relate to describing Company’s objectives, plans, projections, estimates and expectations may constitute ‘forward- looking statements’ within the meaning of applicable laws and regulation. Actual Results may differ materially from those either expressed or implied.

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� � Annual Report 2015-16

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NOTICE

Notice is hereby given that the Eleventh Annual General Meeting of the Members of Intelenet Business Services Limited will be held on Friday, 30th September, 2016 at 9.30 a.m. at Intelenet Business Services Limited, Hall #4, Unit 2, NESCO Complex, Western Express Highway, Goregaon (East), Mumbai – 400 063 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Financial Statements comprising of the statement of Profit and Loss for the year ended March 31, 2016, the Balance Sheet as at that date and the reports of the Directors and the auditors thereon.

2. To appoint a Director in place of Mr. Sachin Raje, who retires by rotation and being eligible offers himself for re-appointment.

3. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION.

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s. Deloitte Haskins and Sells, Baroda, Chartered Accountants (Registration Number: 117364W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the fourteenth Annual General Meeting of the Company to be held in the year 2019 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION.

“RESOLVED THAT Ms. Bina Shetty (DIN 06634003) who was appointed as an Additional Director of the company by the Board of Directors on 13th October 2015 and who holds office upto the date of this Annual General Meeting in accordance with the Section 161(1) of the Companies Act, 2013 (‘the Act’) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under section 160(1) of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as the Director of the Company.

5. To consider, and if thought fit to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 181 and other applicable provisions of the Companies Act, 2013 , consent of the members of the Company be and is hereby granted to the Board of directors of the Company to contribute to charitable, benevolent, public or general and other funds not directly relating to the business of the company or the welfare of its employees from time to time if the aggregate amount of such contributions in any one financial year exceed five percent (5%) of the Company’s average net profits for the three immediately preceding financial years.”


“RESOLVED THAT pursuant to Section 61 and other applicable provisions, if any, of the Companies Act, 2013, the Authorised Share Capital of the Company be and is hereby increased from Rs.125,00,00,000 (Rupees One Hundred and Twenty Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 10,00,00,000 Preference Shares of Rs. 10/- each to Rs. 438,00,00,000 (Rupees Four Hundred and Thirty Eight Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 41,30,00,000 Preference Shares of Rs. 10/- each, by creation of 31,30,00,000 Preference Shares of Rs. 10/- each.

RESOLVED FURTHER THAT on the Resolution for alteration of the Capital Clause being duly passed and becoming effective, Clause V of the Memorandum of Association of the Company be deleted and in place thereof the following new Clause be substituted:

The Authorised Share Capital of the Company is Rs. 438,00,00,000 (Rupees Four Hundred and Thirty Eight Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/-, each and 41,30,00,000 Preference Shares of Rs. 10/- each. The Company has power from time to time to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Associations of the Company and to vary, modify or abrogate in such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for time being in force in that behalf.”

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7. To consider, and if thought fit to pass, with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT on the Resolution for alteration of the Capital Clause being duly passed and becoming effective, Article 3 (a) of the Articles of Association of the Company be deleted and in place thereof the following new Article 3 (a) be substituted:

3(a) “The Authorized Share Capital of the Company shall be such sum as may from time to time be provided in the Memorandum of Association of the Company.


“RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Rules framed there under, as amended from time to time and the provisions of the Memorandum and Articles of Association of the Company and subject to such other approvals, consents, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any person or authority while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include a duly authorised committee(s) thereof for the time being exercising the powers conferred by the Board including the powers conferred by this Resolution), the consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot 21,30,00,000 non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten only) each (“Preference Shares”) for cash at par for an aggregate amount not exceeding Rs. 213,00,00,000 , to the shareholder of the Company, Intelenet Global Services Private Limited and/or any of its direct or indirect subsidiaries in one or more tranches on a preferential allotment basis andon such other terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting and that the Board may finalize all matters incidental thereto as it may in its absolute discretion think fit.

RESOLVED FURTHER that in accordance with the provisions of Section 55 of the Act and the Companies (Share Capital and Debentures) Rules, 2014, the particulars in respect of Offer are, as under:

i. Preference shares shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend or repayment of capital;

ii. Preference Shares shall be non-participating in the surplus funds; iii. Preference Shares shall be non-participating in the surplus assets and profits which may remain after the entire

capital has been repaid, on winding up of the Company; iv. Holders of preference shares shall be paid dividend on a cumulative basis; v. Preference shares shall not be convertible into equity shares;

vi. Preference shares shall carry voting rights as per the provisions of Section 47(2) of the Act; andvii. Preference shares shall be redeemable.

RESOLVED FURTHER THAT any Director or Mr. Vishal Chhabra, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as are necessary and incidental to, and take all such steps as they may think fit and proper for giving effect to this resolution.”


“RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Rules framed there under, as amended from time to time and the provisions of the Memorandum and Articles of Association of the Company and subject to such other approvals, consents, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any person or authority while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include a duly authorised committee(s) thereof for the time being exercising the powers conferred by the Board including the powers conferred by this Resolution), the consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot 10,00,00,000 non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten only) each (“Preference Shares”) for cash at par for an aggregate amount not exceeding Rs. 100,00,00,000 , to the shareholder of the Company, Intelenet Global Services Private Limited and/or any of its direct or indirect subsidiaries in one or more tranches on a preferential allotment basis and on such other terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting and that the Board may finalize all matters incidental thereto as it may in its absolute discretion think fit.



ii. Preference Shares shall be non-participating in the surplus funds;iii. Preference Shares shall be non-participating in the surplus assets and profits which may remain after the entire

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iv. Holders of preference shares shall be paid dividend on a cumulative basis; v. Preference shares shall not be convertible into equity shares;

vi. Preference shares shall carry voting rights as per the provisions of Section 47(2) of the Act; and vii. Preference shares shall be redeemable.


By Order of the Board

Vishal Chhabra Company Secretary

Registered Office:Intelenet Towers,Plot CST No. 1406 - A / 28, Mindspace, Malad (West), Mumbai-400090

Place: Mumbai Date: 10th August 2016

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NOTES:

1. The Statement setting out material facts pursuant to section 102 of the Companies Act, 2013, which sets out detailsrelating to Special Business at the meeting, is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEEDNOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50)and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument ofProxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed andsigned, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxiessubmitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, asapplicable.

3. The Notice of the AGM along with the Annual Report 2015-16 is being sent by electronic mode to those Memberswhose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physicalcopy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by thepermitted mode.

4. To support the ‘Green Initiative’ the Members who have not registered their e-mail addresses are requested to registerthe same with Bigshare Services Private Limited /Depositories.

5. Members may also note that the Notice of the 11th Annual General Meeting and the Annual Report for 2015-2016 willbe also available on the Company’s Website: www.intelenetglobal.com for download.

6. In terms of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies(Management and Administration) Rules, 2014 (hereinafter called "the Rules" for the purpose of this section of theNotice), the Company is providing facility to exercise votes on the items of business given in the Notice throughelectronic voting system, to members holding shares as on 23rd September, 2016 being the Cut-off date fixed fordetermining voting rights of members, entitled to participate in the e-voting process, through electronic voting systemof Central Depository Services (India) Limited (‘CDSL’)

7. The facility for voting through Ballot shall also be made available at the AGM and Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting.

8. The instructions for shareholders voting electronically are as under:

A. The remote e-voting period commences on 27th September, 2016 (9:00 am) and ends on 29th September, 2016(5:00pm). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2016, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

B. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd September, 2016.

C. If a Member casts votes by remote e-voting and at the AGM through Ballot, then vote cast through remote e-voting shall prevail and vote cast through Ballot at the AGM shall be treated as invalid. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

D. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at CDSL. However, if you are already registered with CDSL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on CDSL

E. The Company has appointed Mr. Mitesh Dhabliwala (Membership No. 24539, CP No. 9511) or failing him Ms. Sarvari Shah (Membership No. 27572, CP No. 11717) of M/s Parikh & Associates, Practicing Company Secretaries to act as the Scrutinizer for conducting the voting and remote e-voting process in a fair and transparent manner.

The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the Annual General Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Results shall be declared after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.intelenetglobal.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company

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Procedure and instructions for e-voting:

i. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meetingvenue.

ii. The shareholders should log on to the e-voting website www.evotingindia.com.

iii. Click on Shareholders.

iv. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

v. Next enter the Image Verification as displayed and Click on Login.

vi. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.

vii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders)

� Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (Serial No. on the Address sticker / Postal Ballot Form / Email) in the PAN field.

� In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.

� If both the details are not recorded with the depository or Company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

viii. After entering these details appropriately, click on “SUBMIT” tab.

ix. Members holding shares in physical form will then directly reach the Company selection screen. However,members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other Company on which they are eligible tovote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential.

x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.

xi. Click on the EVSN for the relevant <Company Name> on which you choose to vote.

xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will bedisplayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL”and accordingly modify your vote.

xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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xvi. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xvii. If a Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xviii. Note for Non – Individual Shareholders and Custodians

a. Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

d. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xix. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

9. All documents referred to in the notice and explanatory statement are open for inspection at the registered office of the Company during office hours on all days except Saturdays, Sundays and public holidays; between 2.00 p.m. and 5.00 p.m. upto the date of the Annual General Meeting.

10. Members are requested to: a) notify any change in their address to the Registrar and Share Transfer Agent, Bigshare Services Private

Limited, E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072, Tel : (91-22) 4043 0200; Fax : (91-22) 2847 5207; Website: www.bigshareonline.com; e-mail: [email protected]

b) bring the attendance slips along with the copies of the Annual Report to the Meeting.

11. Section 72 of the Companies Act, 2013, provides for nomination by the Shareholders of the Company in the prescribed form. Interested Shareholders may write to the Company / Registrar and Share Transfer Agent for the prescribed form.

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ANNEXURE TO NOTICE

Statement setting out material facts pursuant to Section 102 of the Companies Act, 2013 and Secretarial Standard -1 issued by the Institute of Company Secretaries of India forming part of the notice

ITEM NO.4

Ms. Bina Shetty (DIN 06634003) was appointed as a Women Director and as an Additional Director of the Company at the Board Meeting held on October 13, 2015.

In terms of Section 161(1) of the Companies Act, 2013, she holds office only upto the date of the ensuing Annual General Meeting of the Company but is eligible for appointment as a Director. A notice along with requisite deposit under section 160(1)of the Companies Act, 2013 has been received from a member signifying intention to propose her appointment as a Director.

Ms. Bina Shetty (DIN: 06634003), aged 49 years and is qualified as Graduate in Sociology and has experience of 23 years.

She was appointed on the Board of the Company with effect from 13th October 2015.

During the year Ms. Bina Shetty attended Three (3) meetings of the Board of Directors of the Company.

Other directorship/ committee positions held by Ms. Bina Shetty:

Ms Bina Shetty is also a director in Intelenet Foundation India.

Ms. Bina Shetty is also a member of following Committee –

1. Nomination and Remuneration Committee2. Audit Committee3. Stakeholders Relationship Committee

She does not hold any equity shares in the Company.

Your Directors recommend to appoint Ms. Bina Shetty as a Director of the Company as they feel it will be in the best interest ofthe Company if appointed.

Other than Ms Bina Shetty, none of the other Directors are, in any way, concerned or interested in this resolution.

ITEM No.5 The Company is eligible with prior permission of the Company in general meeting as per Section 181 of the Companies Act 2013 to make contributions to charitable, benevolent, public or general and other funds not directly related to the business of the Company or the welfare of its employees from time to time if the aggregate amount of such contributions in any one financial year exceed five percent (5% of the Company’s average net profits for the three immediately preceding financial years. The Directors recommend the resolution for your approval as an Ordinary Resolution.

Except Directors and Key Managerial Personnel’s of the Company who are/may be Directors/Shareholder in one or more Per-sons/bodies corporate described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution.

ITEM No.6 To meet the business requirements, the Company is in urgent need of capital infusion, and is therefore proposing to raise furthercapital. The existing Authorised Capital of the Company is Rs.125,00,00,000 (Rupees One Hundred and Twenty Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 10,00,00,000 Preference Shares of Rs. 10/- each which would not be sufficient to cover the proposed amount of issue.

Hence the board of directors of the Company (Board), vide its resolution dated 10th August, 2016 has proposed to increase the authorised share capital of the Company as provided in the resolution. The Board therefore seeks approval for the same as required under Section 61 of the Companies Act, 2013.

In order to reflect the increased authorised share capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Clause V of the Memorandum of Association of the Company is also proposed to be amended as contained in the resolution.

A copy of the amended Memorandum of Association is open for inspection by the shareholders on any working day.

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ITEM No.7 In order to reflect the increased authorised share capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Article 3(a) of the Articles of Association of the Company is proposed to be amended and restated. A copy of the amended and restated Articles of Association is open for inspection by the shareholders on any working day. The Board now seeks the approval of shareholders for the special resolution proposed for the same.


ITEM No.8 To strengthen the capital base of the Company, the Board of Directors of the Company (“the Board” at their meeting held on 10thAugust 2016, pursuant to provisions of Sections 42, 55 and 62 of the Companies Act, 2013, approved of an issue and offer not exceeding 21,30,00,000 8% non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten) each aggregating to Rs. 213,00,00,000 (“The Preference Shares”).

Section 62 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, inter alia, provides that whenever itis proposed to increase the subscribed capital of a Company by issue of further shares, such shares may be offered to any persons, whether or not those persons are holders of the equity shares of the Company, if so authorized by way of a Special Resolution.

Furthermore, as per Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company offering or making an invitation to subscribe to securities, including Redeemable Preference Shares on a private placement basis, is required to obtain prior approval of the Members by way of a Special Resolution, for each of the offer and invitation.

Statement of disclosures under Rule 9 (3) of the Companies (Share Capital and Debenture) Rules, 2014 is as under:

Terms and Conditions of Issue � Issue price: The preference share will be issued at face value of Rs 10 per share. � Rate of Dividend: The Preference Shares would carry a fixed cumulative preferred dividend of 8% per annum. � Cumulative: The preference shares will carry cumulative dividend right. � Convertible: The Preference Shares are not eligible for conversion into Equity Shares of the Company. � Tenor: The tenor of Preference shares will be Seven (7) years from the date of allotment. � Redemption: The Preference Shares shall be redeemable at par at the end of seven years from the date of allotment. � Early Redemption: The Preference Shares may be redeemed at any time after one year from the date of allotment and

before seven years at the option of the Board of Directors of the Company. Priority with respect to payment of dividend or repayment of capital: The Preference Shares shall rank for capital and dividends (including all dividends undeclared upto the commencement of winding-up) and for repayment of capital in a winding-up), pari passu inter se, and in priority to the Equity Shares of the Company, but shall not confer any further right on the holders thereof to participate in the profits or assets of the Company.

� Participation in surplus funds: The preference shares shall be non-participating in the surplus funds and profits, on winding up which may remain after the entire capital has been repaid.

� Voting rights: The preference shares shall carry voting rights as may be prescribed under the provisions of Section 47(2) of the Companies Act, 2013.

Information as required under Rule 13 of the Companies (Share Capital & Debentures) Rules, 2014:

A. Authorized by Articles of Association: The preferential issue is authorised by the Articles of Association of the Company.

B. Objects of the issue: To strengthen the capital base of the Company.

C. Total Number of Preference Shares to be issued and Price at which the allotment is proposed to be made: 21,30,00,000 Preference shares shall be issued to Intelenet Global Services Private Limited at its nominal value of Rs.10/-

(Rupees Ten) per equity share.

D. Basis on which the Price has been arrived at along with report of Registered valuer and the Relevant Date: The Preference shares are to be issued at par.

E. Class and Name of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to Intelenet Global Services Private Limited.

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F. Intention of the Promoters/Directors/Key Management Persons to subscribe to the offer: No Director/Key Management Person has any intention to subscribe to the offer in their individual capacity.

G. Proposed time within which the allotment shall be completed: The allotment shall be completed within a year from the date of this Annual General Meeting of the Company.

H. The change in control, if any, in the Company that would occur consequent to the preferential offer: No change in the control of the Company is intended or expected from the proposed offer.

I. The number of persons to whom allotment on preferential basis have already been made during this year, in terms of number ofsecurities as well as price:

Nil

J. Justification for allotment proposed to made for consideration other than cash together with valuation report of the registeredvaluer:

Not Applicable

K. The pre issue and post issue shareholding pattern of the Company is as under: The pre issue and post issue shareholding pattern of Equity shares of the Company is as under:

Sr. No. Category Pre Issue Post Issue No. of Shares % of

shareholding No. of Shares

% of shareholding

A Promoter Holding1. Indian:

Individual - - - -Bodies CorporateIntelenet Global Services Private Limited

15,851,536 98.17 % 15,851,536 98.17 %

Sub Total 15,851,536 98.17 % 15,851,536 98.17 %2. Foreign Promoters - - - -

Sub Total (A) 15,851,536 98.17 % 15,851,536 98.17 %B Non-Promoter Holding 1. Institutional Investors 5 0.00% 5 0.00 % 2. Non Institutions:

Private Corporate Bodies 32,649 0.20 % 32,649 0.20 % Directors and Relatives - - - -Indian Public 2,56,766 1.59 % 2,56,766 1.59 % Others - - - -Clearing Member 33 0.00 % 33 0.00 % Non Resident Indians (NRI) 6,511 0.04 % 6,511 0.04 % Sub Total (B) 2,95,964 1.83 % 2,95,964 1.83 % Total (A+B) 1,61,47,500 100 % 1,61,47,500 100%

The pre issue and post issue shareholding pattern of Preference shares of the Company is as under:

Sr. No. Category Pre Issue Post Issue No. of Shares % of

shareholding No. of Shares

% of shareholding

A Promoter Holding1. Indian:

Individual - - - -Bodies CorporateIntelenet Global Services Private Limited

10,00,00,000 100 % 31,30,00,000 100%

Sub Total 10,00,00,000 100 % 31,30,00,000 100% 2. Foreign Promoters - - - -

Sub Total (A) 10,00,00,000 100 % 31,30,00,000 100% B Non-Promoter Holding 1. Institutional Investors - - -2. Non Institutions:

Private Corporate Bodies - - - - Directors and Relatives - - - -

10


�

Indian Public - - - -Others (including NRIs) - - - -Sub Total (B) - - - -Total (A+B) 10,00,00,000 100 % 31,30,00,000 100%

In terms of Rule 9 of Companies (Share Capital and Debentures) Rules, 2014, the consent of the shareholders is required in general meeting for issuance of Preference Shares.

The Company proposes to issue the Preference Shares against the amounts outstanding to the Holding Company, Intelenet Global Services Private Limited.

Hence, the Directors recommend the resolution for approval of the Shareholders.


ITEM No. 9 To redeem the existing preference shares issued during the Financial Year 2009-10, 2010-11 and 2011-12 aggregating Rs. 100 Crores, which may fall due for redemption from time to time, the Company proposes to issue 10,00,00,000 8% non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten) each aggregating to Rs. 100,00,00,000.

Section 62 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, inter alia, provides that whenever itis proposed to increase the subscribed capital of a Company by issue of further shares, such shares may be offered to any persons, whether or not those persons are holders of the equity shares of the Company, if so authorized by way of a Special Resolution.

Furthermore, as per Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company offering or making an invitation to subscribe to securities, including Redeemable Preference Shares on a private placement basis, is required to obtain prior approval of the Members by way of a Special Resolution, for each of the offer and invitation.

Statement of disclosures under Rule 9 (3) of the Companies (Share Capital and Debenture) Rules, 2014 is as under: Terms and Conditions of Issue

� Issue price: The preference share will be issued at face value of Rs 10 per share. � Rate of Dividend: The Preference Shares would carry a fixed cumulative preferred dividend of 8% per annum. � Cumulative: The preference shares will carry cumulative dividend right. � Convertible: The Preference Shares are not eligible for conversion into Equity Shares of the Company. � Tenor: The tenor of Preference shares will be Seven (7) years from the date of allotment. � Redemption: The Preference Shares shall be redeemable at par at the end of seven years from the date of allotment. � Early Redemption: The Preference Shares may be redeemed at any time after one year from the date of allotment and

before seven years at the option of the Board of Directors of the Company. � Priority with respect to payment of dividend or repayment of capital: The Preference Shares shall rank for capital and

dividends (including all dividends undeclared upto the commencement of winding-up) and for repayment of capital in a winding-up), paripassu inter se, and in priority to the Equity Shares of the Company, but shall not confer any further right on the holders thereof to participate in the profits or assets of the Company.

� Participation in surplus funds: The preference shares shall be non-participating in the surplus funds and profits, on winding up which may remain after the entire capital has been repaid.

� Voting rights: The preference shares shall carry voting rights as may be prescribed under the provisions of Section 47(2) of the Companies Act, 2013.

Information as required under Rule 13 of the Companies (Share Capital & Debentures) Rules, 2014:

A. Authorized by Articles of Association: The preferential issue is authorised by the Articles of Association of the Company.

B. Objects of the issue: To redeem the existing preference shares issued during the Financial Year 2009-10, 2010-11 and 2011-12 aggregating Rs. 100

Crores, which may fall due for redemption from time to time, the Company

C. Total Number of Preference Shares to be issued and Price at which the allotment is proposed to be made: 10,00,00,000 Preference shares shall be issued to Intelenet Global Services Private Limited at its nominal value of Rs.10/-

(Rupees Ten) per equity share.

D. Basis on which the Price has been arrived along with Report of the registered valuer at and the Relevant Date: The Preference shares are to be issue at par.

11

d


�

E. Class and Name of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to Intelenet Global Services Private Limited.

F. Intention of the Promoters/Directors/Key Management Persons to subscribe to the offer: No Director/Key Management Person has any intention to subscribe to the offer in their individual capacity.

G. Proposed time within which the allotment shall be completed: The allotment shall be completed as per the statutory requirement of Companies Act, 2013.

H. The change in control, if any, in the Company that would occur consequent to the preferential offer: No change in the control of the Company is intended or expected from the proposed offer.

I. The number of persons to whom allotment on preferential basis have already been made during this year, in terms of numberof securities as well as price:

Nil

J. Justification for allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable

In terms of Rule 9 of Companies (Share Capital and Debentures) Rules, 2014, the consent of the shareholders is required in general meeting for issuance of Preference Shares.

Hence, the Directors recommend the resolution for approval of the Shareholders.


Registered Office: By Order of the BoardIntelenet Towers,Plot CST No. 1406 - A / 28 Mindspace, Malad (West), Mumbai-400090

Vishal Chhabra Company Secretary

Place: Mumbai Date: 10th August 2016

12

Sd/-


�

BOARD’S REPORT To,The Members,

Your Directors have pleasure in presenting the Eleventh Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company: Amount in Rupees

PARTICULARS AS AT AS AT 31.03. 2016 31.03. 2015

Revenue from Operations 1,275,941,513 1,408,015,211

Other Income 52,649,034 76,408,435 Total Income 1,328,590,547 1,484,423,646 Profit / (Loss) before Interest & Depreciation 29,946,136 (64,400,905) Interest 158,833,973 158,400,000Depreciation 146,337,706 230,847,059

Net Profit / (Loss) Before Tax (275,225,543) (453,647,964)

Provision for Tax NIL (3,853,865) Profit / (Loss) After Tax (275,225,543) (457,501,829)

2. SIGNIFICANT EVENTS:Change of Name: The name of the Company has been changed from Sparsh BPO Services Limited to Intelenet Business ServicesLimited, with effect from 20th May 2016. Intelenet Business Services Limited is a Subsidiary of Intelenet Global Services Private Limited. Intelenet Global Services Private Limited is owned by Intelenet BPO Holdings Private Limited and Indianet Bidco PteLimited, Blackstone Group Companies.

3. Operations Overview:As at the date of this Report, your Company has over 4553 seats and workforce of over 4505 dedicated resourcesoffering services in 15 Indian languages to over 30 clients from 7 delivery centers across 7 cities (Thane, Karnal,Kolkata, Bangalore, Pondicherry, Hyderabad & Mira Road) in India. Your Company has over 46 processes across various verticals including Banking, Financial Services, Insurance,Telecom, Retail, Media, Consumer Durables and Government Departments etc.For the year ended March 31, 2016, the Revenue from Operations of your Company has reduced by 9.38 % overprevious year due to ramp downs by clients in the telecom industry.

4. Human Resource: Your Company’s staff strength has reduced to 4505 as against over 5173 in the previous year. At Intelenet Business Services Limited, human resource is considered most vital for effective implementation ofbusiness plans, and your Directors take this opportunity to place on record their appreciation to all employees for theirhard work, spirited efforts, dedication and loyalty to the Company.

5. Subsidiary Companies: Your Company does not have any Subsidiaries.

6. Material changes & commitments: There have been no material changes and commitments, affecting the financial position of the Company, which haveoccurred between the end of the financial year and date of the report.

7. Number of Meetings of the Board of Directors::During the Financial Year ended 31st March 2016, Eight Board Meetings were held. The dates on which the Board Meetings were held are 4th June 2015, 21st July 2015, 17th August 2015, 28th August2015, 13 October 2015, 15 January 2016, 9th February 2016, 31st March 2016.

Name of the Director No. of Board Meetings attended Mr. Sachin Raje 7

Mr. Abhay Telang 8 Mr. Nitin Sahni 1 Ms. Bina Shetty 3

13

th th


�

8. Directors’ Responsibility Statement as required under Section 134 of the Companies Act, 2013: Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2016 and of the Profit and Loss of the Company for that period;

(c) That the Directors have 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;

(d) That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis;

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

9. Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of theCompanies Act, 2013. Hence this is not applicable.

10. Nomination and Remuneration Committee:The Nomination and Remuneration Committee consists of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni and Ms. Bina Shetty.

The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of theCompanies Act, 2013, once identified, the Company will induct the Independent Director/(s) on the Nomination andRemuneration Committee. The dates on which the Nomination and Remuneration Committee Meeting was held is 15 January 2016

Name of the Director

No. of Nomination and Remuneration Committee

Meeting attended Mr. Sachin Raje 0 Mr. Abhay Telang 1 Mr. Nitin Sahni 0 Ms. Bina Shetty 1

11. Particulars of Loans, Guarantees or Investments under Section 186: The Company has not provided any Loans, Guarantees, and Investments during the Financial Year ended on 31stMarch 2016

12. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188: The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure – 1 to this Report.

13. Transfer to reserves: In view of the losses incurred during the year, no amount was transferred to General Reserve for the financial year ended 31st March 2016

14. Dividend: In view of the losses incurred during the year, your Directors do not recommend payment of any dividend.

15. Extracts of Annual Return: The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 2 to thisReport.

14


�

16. The conservation of energy, technology absorption, foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies(Accounts) Rules, 2014:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgopursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same isenclosed as Annexure - 3 to this Report.

17. Directors: Mr. Abhay Telang (DIN: 05318809), Mr. Sachin Raje (DIN: 05187220), Mr. Nitin Sahni (DIN: 00317173), and Ms.Bina Shetty (DIN: 06634003) are the Directors of the Company.

18. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year: Ms. Bina Shetty appointed as a Women Director as an Additional Director of the company in compliance with theSection 149 and Section 152 (5) of the Companies Act 2013 effective 13th October, 2015. The resolution seekingapproval of the Members for appointment of Ms. Bina Shetty, has been incorporated in the notice of the forthcomingannual general meeting of the Company.

19. Deposits: The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

20. Statutory Auditors: Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Deloitte Haskins & Sells,Baroda (Firm Registration No: 117364W), were appointed as statutory auditors of the Company from the conclusion ofthe 09th Annual General Meeting (AGM) of the Company held on 30th September 2014 till the conclusion of the 14thAnnual General Meeting to be held in the year 2019, subject to ratification of their appointment at every AGM.

21. Auditors Report: M/s. Deloitte Haskins & Sells, Baroda, Chartered Accountants (Firm Registration No: 117364W) have issued AuditorsReport for the Financial Year ended 31st March 2016 and there are no qualifications in Auditors' Report.

22. Audit Committee: Audit Committee consists of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje Mr. Nitin Sahni, andMs. Bina Shetty. The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of theCompanies Act, 2013, once identified, the Company will induct Independent Director/(s) on the Audit Committee.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the yearunder review.

During the Financial year ended 31st March 2016, two Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are 28th August 2015, 15th Jan, 2016.


No. of Audit Committee Meetings attended

Mr. Sachin Raje 1 Mr. Abhay Telang 2 Mr. Nitin Sahni 0Ms. Bina Shetty 1

23. Stakeholders Relationship Committee: Stakeholders Relationship Committee consists of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni and Ms. Bina Shetty.

The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of the Companies Act, 2013, once identified, the Company will induct the Independent Director/(s) on the Stakeholders Relationship Committee.

During the Financial year ended 31st March 2016, one Stakeholders Relationship Committee Meeting was held.

The dates on which the Stakeholders Relationship Committee Meeting was held is 15th January 2016


No. of Stakeholders Relationship Committee

Meeting attended Mr. Sachin Raje 0

15

� �Annual Report 2015-16

�

Mr. Abhay Telang 1 Mr. Nitin Sahni 0 Ms. Bina Shetty 1

24. Secretarial Auditor Report: As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. Rajkumar Tiwari, Practising Company Secretary (C.P.No: 4227) as Secretarial Auditor to conduct Secretarial audit of theCompany for the Financial year ended on March 31, 2016. Secretarial Audit Report issued by Mr. Rajkumar Tiwari Practising Company Secretary in form MR-3 is enclosed asAnnexure – 4 to this Annual Report. Response to Qualifications in Secretarial Audit Report:

25. Insurance: All properties and insurable interests of the Company have been fully insured.

26. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: a) The Board of Directors of the Company have adopted various policies and procedures for ensuring the orderly and

efficient conduct of its business, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

b) The Company maintains all its financial records in SAP System and the transactions and approvals are routed through SAP;

c) The Company has appointed Mr. Suresh Kher as Internal Auditor to test the Internal Controls and to provide assurance to the Board that business operations of the organization are in accordance with the approved policies and procedures of the Company. The Internal Auditor presents the Internal Audit Report highlighting internal audit findings and status of Management Action Plan on the Internal Audit observations.

27. Change in the nature of business: There is no change in the nature of business of the Company.

28. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concernstatus and Company's operations in future.

29. Policy on Sexual Harassment: The Company follows Intelenet Group’s policy on Prevention of Sexual Harassment of Women at Workplace inaccordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Company did not receive any complaint of Sexual Harassment of Women at Workplace.

30. Acknowledgement: The Directors take this opportunity to place on record their sincere thanks to the Banks, Insurance Companies, Centraland State Government Departments and the shareholders for their support and co-operation extended to the Companyfrom time to time.

The Directors are pleased to record their appreciation of the sincere and dedicated services of the employees andworkmen at all levels.

On behalf of the Board of Directors For Intelenet Business Services Limited

Place: Mumbai Abhay Telang Sachin Raje Date: 10th August, 2016 Director Director

(DIN 05318809) (DIN 05187220)

16

1. Company is in process of identifying Independent Director's as required under Section 177 of the Companies Act, 2013for formation of Audit Committee.

for formation of Committee.2. Company is in process of identifying Independent Director's as required under Section 178 of the Companies Act, 2013

Nomination and Remuneration3. Company is in process of identifying Independent Director's as required under Rule 4 of the Companies

(Appointment and Qualification of Directors) Rules, 2014

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17



�

Annexure-2 Form No.MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON

MARCH 31, 2016

(Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014)

I. REGISTRATION AND OTHER DETAILS:

i CIN U72900MH2005PLC157255 ii Registration Date 10th November, 2005 iii Name of the Company INTELENET BUSINESS SERVICES LIMITED iv Category/Sub-Category Public Company

vAddress of the Registered Office and contact details

Intelenet Towers Plot CST No. 1406-A/28 Mindspace, Malad (West), Mumbai 400090 Tel: (91-22) 6677 6000 Fax: (91-22) 6677 8210 Website: www.intelenetglobal.com Email: [email protected]

vi Whether listed Company No vii Name, Address and Contact details of Registrar Transfer

Agent, if any Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400 072. Board No. : 022 40430200 Tel.: 022-40430200; Fax : 022-28475207 Email : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover (consolidated) of the Company shall be stated:-

Sr. No. Name and Description of main products/services

NIC code of the Product/service

% total turnover of the Company

1 Activities of call centres 82200

100%2Other information technology and computer service activities n.e.c 62099

3Other data processing, hosting and related activities 63119

III. PARTICULARS OF HOLDING, SUBSIDIARY COMPANIES:

Sr. No. Name and address of the Company CIN/GLN Holding/Subsidiary

/Associate

% of shares held

Applicablesection

1) Intelenet Global Services Private Limited U72900MH2001PTC232120 Holding Company 98.17% Section 2( )

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Annual Report 2015-2016 �

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category Wise Shareholding:

Category of shareholders

Number of shares held on April 1, 2015 Number of shares held on March 31, 2016

Demat Physical Total

% of total

shares Demat Physi

cal Total% of total

shares

%Change

a) INDIVIDUAL / HUF

0 0 0 0.00% 0 0 0 0.00% 0.00 %

b)CENTRAL / STATE GOVERNMENT(S)

0 0 0

0.00%

0 0 0

0.00% 0.00%

c) BODIES CORPORATE 15,851,536 0 15,851,536 98.17% 15,851,536 0 15,851,536 98.17% 0.00%

d) FINANCIAL INSTITUTIONS / BANKS

0 0 00.00%

0 0 00.00% 0.00%

e) ANY OTHERS (Specify)

0 0 0 0.00% 0 0 0 0.00% 0.00%

i)DIRECTORSRELATIVES

0 0 0 0.00% 0 0 0 0.00% 0.00%

ii) GROUP COMPANIES

0 0 0 0.00% 0 0 0 0.00% 0.00%

iii) TRUSTS 0 0 0 0.00% 0 0 0 0.00% 0.00% SUB TOTAL(A)(1) : 15,851,536 0 15,851,536 98.17% 15,851,536 0 15,851,536 98.17% 0.00%

a) INDIVIDUAL 0 0 0 0.00% 0 0 0 0.00% 0.00% b) BODIES

CORPORATE 0 0 0 0 0 0 0 0.00% 0.00%

c) INSTITUTIONS

0 0 0 0.00% 0 0 0 0.00% 0.00%

d) QUALIFIED FOREIGNINVESTOR

0 0 00.00%

0 0 00.00% 0.00%

e) ANY OTHERS (Specify)

0 0 0 0.00% 0 0 0 0.00% 0.00%

SUB TOTAL(A)(2) :

0 0 0 0.00% 0 0 0 0.00% 0.00%

Total holding for promoters (A)=(A)(1) + (A)(2) 15,851,536 0 15,851,536 98.17% 15,851,536 0 15,851,536 98.17% 0.00%

Total (A) + (B) : 15,851,536 0 15,851,536 98.17% 15,851,536 0 15,851,536 98.17% 0.00% Mutual Funds/ UTI 0 0 0 0.00% 0 0 0 0.00% 0.00%

Financial Institutions/ Banks 5 0 5 0.00% 5 0 5 0.00% 0.00%

CentralGovernment/ State Government(s)

0 0 00.00%

0 0 00.00% 0.00%

Venture Capital Funds

0 0 0 0.00% 0 0 0 0.00% 0.00%

Insurance Companies

0 0 0 0.00% 0 0 0 0.00% 0.00%

Foreign Institutional Investors

0 0 00.00%

0 0 00.00% 0.00%

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Foreign Venture Capital Investors

0 0 0 0.00% 0 0 0 0.00% 0.00%

Qualified Foreign Investors

0 0 0 0.00% 0 0 0 0.00% 0.00v

Any Other (specify)

0 0 0 0.00% 0 0 0 0.00% 0.00%

FOREIGNPORTFOLIO INVESOR

0 0 0 0.00% 0 0 0 0.00% 0.00%

ALTERNATEINVESTMENTFUND

0 0 0 0.00% 0 0 0 0.00% 0.00%

Sub-Total (B)(1) 5 0 5 0.00% 5 0- 5 0.00% 0.00% a) Bodies

Corporate 30777 299 31076 0.19% 32,342 307 32,649 0.20% 0.01 %

b) Individual 0 0 0 0.00% 0 0 0 0.00% 0.00% i) (CAPITAL UPTO TO Rs. 1 Lakh)

255,098 3,254 258,352 1.60% 253,520 3,246 256,766 1.59% (0.01%)

c) QUALIFIED FOREIGNINVESTOR

0 0 00.00%

0 0 00.00% 0.00%

ANY OTHERS (Specify)

0 0 0 0.00% 0 0 0 0.00% 0.00%

TRUSTS 0 0 0 0.00% 0 0 0 0.00% 0.00% CLEARING MEMBER 33 0 33 0.00% 33 0 33 0.00% 0.00%

DIRECTORS RELATIVES

0 0 0 0.00% 0 0 0 0.00% 0.00%

EMPLOYEE 0 0 0 0.00% 0 0 0 0.00% 0.00% NON RESIDENT INDIANS (NRI) 6,498 0 6,498 0.04% 6,511 0 6,511 0.04% 0.00%

OVERSEAS BODIESCORPORATES

0 0 00.00%

0 0 00.00% 0.00%

UNCLAIMED SUSPENSE ACCOUNT

0 0 00.00%

0 0 00.00% 0.00%

SUB TOTAL(B)(2) : 292,406 3,553 295,959 1.83% 292,406 3,553 295,959 1.83% 0.00%

Total Public Shareholding (B)=(B)(1) + (B)(2)

292,411 3,553 295,964 1.83% 292,411 3,553 295,964 1.83% 0.00%

(C) Shares held by Custodians and against which DepositoryReceipts have been issued

(a))SHARESHELD BY CUSTODIANS 0 0 0 0 0 0 0 0 0.00%

(i)Promoter and Promoter Group

0 0 0 0 0 0 0 0 0.00%

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(ii)Public 0 0 0 0 0 0 0 0 0.00%

SUB TOTAL (C)(1) : 0 0 0 0 0 0 0 0 0.00%

(C)=(C)(1) 0 0 0 0 0 0 0 0 0.00%

Total (A) + (B) +(C) 16,143,947 3,553 16,147,500 100% 16,143,947 3,553 16,147,500 100% 0.00%

ii. Shareholding of Promoter’s:

Sr. No.

Category of shareholders

Number of shares held on April 1, 2015 Number of shares held on March 31, 2016

%Changeduring

the year No. of shares

% of total

Shares of the

Company

% of Shares Pledged

/encumbered to total shares

No. of shares

% of total Shares of the

Company

% of Shares

Pledged /encumbered to total

shares

1INTELENET GLOBAL SERVICES PRIVATE

LIMITED 15,851,536 98.17% 0% 15,851,536 98.17% 0% 0%

Total 15,851,536 98.17% 0% 15,851,536 98.17% 0% 0%

iii. Change in Promoter’s Shareholding:

Shareholder’s Name

Shareholdings at the beginning of the year

No. of Shares % of total Shares of the Company

At the beginning of the year, April 1, 2015 15,851,536 98.17%

Total 15,851,536 98.17%

Date wise Increase/Decrease in Promoters Shareholding NIL NIL

During the year specifying the reasons for increase/decrease NIL NIL

(E.g. allotment/transfer/bonus/ sweat equity etc.) At the end of the year, March 31, 2016 15,851,536 98.17% Total 15,851,536 98.17%

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iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No Name

No. of Shares at the

beginning/End of the year

Date

Increase/Decrease in

share-holding

Reason Number of Shares

Percentageof total

shares of the Company

1 ARCADIA SHARE & STOCK BROKERS PVT. LTD 10436 1-Apr- 15 0 Transfer 10,436 0.06%

10,436 31-Mar- 16 0 Transfer 10,436 0.06%

2 JHUMAR MAL JAIN 10,000 1-Apr- 15 0 Transfer 10,000 0.06%

10,000 31-Mar- 16 0 Transfer 10,000 0.06%

3 ANAND G. PAI 9,000 1-Apr- 15 0 Transfer 9,000 0.06%

9,000 31-Mar- 16 0 Transfer 9,000 0.06%

4 MAHESH VRAJLAL BABARIA 6,000 1-Apr- 15 0 Transfer 6,000 0.04%

6,000 31-Mar- 16 0 Transfer 6,000 0.04%

5 ARIHANT'S SECURITIES LIMITED 3,988 1-Apr- 15 0 Transfer 3,988 0.02%

3,988 31-Mar- 16 0 Transfer 3,988 0.02%

6 GOVIND PRAKASH CHANDAK 3,000 1-Apr- 15 0 Transfer 3,000 0.02%

3,000 31-Mar- 16 0 Transfer 3,000 0.02%

7 RAJSHRI CHOUDHARY 2,066 1-Apr- 15 0 Transfer 2,066 0.01%

2,066 31-Mar- 16 0 Transfer 2,066 0.01%

8 ALANKIT ASSIGNMENTS LTD. 1 1-Apr- 15 0 Transfer 1 0.01%

19-June-15 2000 Transfer 2001 0.01%

2,001 31-Mar- 16 2000 Transfer 2,001 0.01%

9 SURAJKANWARI RAMNIWAS KASAT 2,000 1-Apr- 15 0 Transfer 2,000 0.01%

2,000 31-Mar- 16 0 Transfer 2,000 0.01%

10SYNTHESIS EQUITY

RESEARCH FOUNDATION PVT LTD

1,993 1-Apr- 15 0 Transfer 1,993 0.01%

1,993 31-Mar- 16 0 Transfer 1,993 0.01%

11 SATISH AGARWAL 2,000 31-Mar-15 0 Transfer 2,000 0.01

19-Jun-15 -2000 Transfer 0 0.00

31-Mar-16 0 Transfer 0 0.00

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V. Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year Cumulative shareholding during the year

Sr. No. For each of Directors and KMP No. of shares

% of total Shares of the

Company No. of shares % of total Shares

of the Company

Directors1 Mr. Abhay Telang* NIL NIL NIL NIL 2 Mr. Sachin Raje NIL NIL NIL NIL 3 Mr. Nitin Sahni NIL NIL NIL NIL 4 Ms. Bina Shetty NIL NIL NIL NIL

Key Managerial Personnel1 Mr. Aditya Arora (Manager) NIL NIL NIL NIL

2Mr. Vishal Chhabra (Company Secretary)

NIL NIL NIL NIL

3 Mr. Sachin Raje (CFO) NIL NIL NIL NIL

*Intelenet Global Services Private Limited holds 1 share jointly with Mr. Abhay Telang

VI. Indebtedness:

Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loansexcluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount NIL 1,980,000,000 NIL 1,980,000,000 ii) Interest due but not paid NIL 142,950,576 NIL 142,950,576 iii) Interest accrued but not due NIL NIL NIL NIL Total(i+ii+iii) NIL 2,122,950,576 NIL 2,122,950,576Change in Indebtedness during the financial year Addition NIL NIL NIL NIL Reduction NIL NIL NIL NIL Net Change NIL NIL NIL NIL Indebtedness at the end of the Financial year i) Principal Amount NIL 1,980,000,000 NIL 1,980,000,000 ii) Interest due but not paid NIL 142,950,576 NIL 142,950,576 iii) Interest accrued but not due NIL NIL NIL NIL Total(i+ii+iii) NIL 2,122,950,576 NIL 2,122,950,576

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. The Company does not have Managing Director and Whole time Directors. Details of Remuneration of Manager is mentioned below:

Sr. No. Particulars of Remuneration Name of Manager Total Amount (Rs.)

Mr. Aditya Arora

1 Gross Salary NIL NIL

a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 NIL

NIL

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B. Particulars of Key Managerial Personal other than MD/WTD:

Sr. No. Particulars of remuneration

Key Managerial Personnel

Company Secretary CFO & Director

Total (Rs.) Mr. Vishal Chhabra Mr. Sachin Raje

1 Gross Salary NIL NIL NIL a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

NIL NIL NIL

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 NIL NIL NIL c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

NIL NIL NIL

2 Stock option NIL NIL NIL 3 Sweat Equity NIL NIL NIL 4 Commission NIL NIL NIL

- as % of profit NIL NIL NIL - Others, specify… NIL NIL NIL

5 Others, Please specify NIL NIL NIL Total NIL NIL NIL

VIII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

There were no penalties/punishments/compounding of offences for the year ended 31 March, 2016.



(DIN 05318809) (DIN 05187220)

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 NIL NIL

c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

NIL NIL

2 Stock option NIL NIL 3 Sweat Equity NIL NIL 4 Commission NIL NIL

- as % of profit NIL NIL - Others, specify… NIL NIL

5 Others, Please specify NIL NIL Total (A) NIL NIL Ceiling as per the Act NIL NIL

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Annexure-3

Particulars of the conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014:

A. CONSERVATION OF ENERGY:

1) The steps taken or impact on conservation of energy: -N.A.-

2) The steps taken by the Company for utilizing alternate sources of energy: -N.A.-

3) The Capital investment on energy conservation equipment’s: -N.A.-

B. TECHNOLOGY ABSORPTION:

1) The Efforts made towards technology absorption: NIL

2) The Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

3) Details of technology imported during the past 3 years:

No technology has been imported during the past 3 years.

a. The details of technology import: -NIL

b. The year of import: -NIL

c. Whether the technology has been fully absorbed: -NIL

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: -NIL

4) The expenditure incurred on Research and Development: -N.A.-

C. FOREIGN EXCHANGE EARNINGS AND OUT GO:

1. The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Particulars 31st March, 2016 31st March 2015

Used NIL NILEarned NIL NIL



(DIN 05318809) (DIN 05187220)

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Annexure-4 Form No. MR-3 SECRETARIAL AUDIT REPORT for the Financial Year Ended 31st March, 2016

[Pursuant to Section 204 (1) of the Companies Act, 2013 and the Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members, Intelenet Business Services Limited (Formerly known as Sparsh BPO Services Limited) CIN: U72900MH2005PLC157255 Intelenet Towers, Plot CST No. 1406 - A / 28, Mindspace, Malad (West), Mumbai- 400090.

1. I have conducted Secretarial Audit of the compliance of applicable Statutory Provisions and the adherence to good corporate practices by Intelenet Business Services Limited (Formerly known as Sparsh BPO Services Limited) (hereinafter calledas “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing our opinion thereon.

2. Based on my verification of the books, papers, minutes books, forms, returns filed and other records maintained by theCompany and also the information and according to the examinations carried out by me and explanations furnished andrepresentations made to me by the Company, its officers, agents and authorized representatives during the conduct ofSecretarial Audit, I hereby report that in my opinion, the Company has during the Audit Period covering the Financial Yearended on 31st March 2016 complied with the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting madehereinafter.

3. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company forthe financial year ended on 31st March, 2016 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the Rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under (Not applicable to theCompany as it is an Unlisted Public Limited Company);

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of ForeignDirect Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act’):-(Not applicable to the Company as it is an Unlisted Public Limited Company)

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999 e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi. Specific laws applicable as mentioned hereunder:

a) Information Technology Act, 2000 and the rules made thereunder.

I have also examined compliance of the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

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(ii) The Listing Agreement entered into by the Company. (Not applicable to the Company as it is an Unlisted Public Limited Company)

During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except the following:

1) Appointment of Independent Directors’ required under Section 177 of the Companies Act, 2013 for formation of AuditCommittee.

2) Appointment of Independent Directors’ required under Section 178 of the Companies Act, 2013 for formation ofNomination and Remuneration Committee.

I further report that the Board of Directors of the Company is comprised of only Non-Executive Directors with no Independent Directors as required under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with theprovisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions were carried out unanimously during the year under review, however, as confirmed by the management, mechanismto capture and record the dissenting members’ views as a part of the minutes, exist.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of:

(i) Public/ rights/Preferential issue of shares/ Debentures/ Sweat equity. (ii) Redemption/ buy-back of securities. (iii) Merger/ amalgamation/reconstruction etc. (iv) Foreign technical collaborations.

Place: Mumbai CS Rajkumar R. Tiwari Date: 10th August, 2016 Company Secretary in whole time practice:

C.P. No.:2400 FCS No.:4227

This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.

27

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Annexure-A to Form No. MR-3 SECRETARIAL AUDIT REPORT for the Financial Year Ended 31st March, 2016

To, The Members, Intelenet Business Services Limited (Formerly known as Sparsh BPO Services Limited) CIN: U72900MH2005PLC157255 Intelenet Towers, Plot CST No. 1406 A/ 28 Mindspace, Malad (West), Mumbai- 400090.

My report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an

opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of

the contents of the Secretarial records. The verification was done on test bases to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events etc. 5. The Compliance of the Provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the company.

Place: Mumbai CS Rajkumar R. Tiwari Date: 10th August, 2016 Company Secretary in whole time practice:

C.P. No.:2400 FCS No.:4227

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTELENET BUSINESS SERVICES LIMITED (FORMERLY KNOWN AS SPARSH BPO SERVICES LIMTIED)

Report on the Financial Statements

We have audited the accompanying financial statements of INTELENET BUSINESS SERVICES LIMITED, formerly known as Sparsh BPO Services Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally accepted in India, including the AccountingStandards prescribed under section 133 of the Act.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of thefinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, its loss and its cash flows for the year ended on that date.

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Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our

examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with in this Report are in

agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of

the Act. (e) On the basis of written representations received from the directors as on 31 March 2016, and taken on record by the

Board of Directors, none of the directors is disqualified as on 31 March 2016, from being appointed as a director in terms of section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial statements in accordance with

Generally Accepted accounting practice – refer Note 35 to the financial statements. ii. The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by

the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India interms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

For DELOITTE HASKINS & SELLS Chartered Accountants

(Firm’s Registration No. 117364W)

Ketan Vora Partner

(Membership No. 100459) MUMBAI, AUGUST 10, 2016

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ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of INTELENET BUSINESS SERVICES LIMITED,formerly known as Sparsh BPO Services Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controlover financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the“Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the

31


�

internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DELOITTE HASKINS & SELLS Chartered Accountants

(Firm’s Registration No. 117364W)

Ketan Vora Partner

(Membership No. 100459) MUMBAI, AUGUST 10, 2016

32


�

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets.

(b) The fixed assets were physically verified during the year by the management in accordance with a regular

programme of verification which, in our opinion, provides for physical verification of all the fixed assets at

reasonable intervals. The company is in the process of reconciling the results of such verification with the books

and the differences if any will be dealt with in the books of the company on completion of such reconciliation.

(c) The Company does not have any immovable properties of freehold or leasehold land and building and hence

reporting under clause (i) (c) of the Order is not applicable.

(ii) The company does not have any inventory and hence reporting under clause (ii) of the Order is not applicable.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships, or other

parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or provided guarantees or securities and hence reporting under

clause (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year.

(vi) Having regard to the nature of the Company’s business / activities, reporting under clause (vi) of the Order in respect of

maintenance of cost records is not applicable.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,

Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess

and any other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax,

Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in

arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax as on 31

March 2016 on account of disputes.

(viii) The Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any

debentures. Hence reporting under clause (viii) of the Order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or

term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and

no fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not paid any managerial

remuneration.

33


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(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections

177 and section 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the

details of related party transactions have been disclosed in the financial statements etc. as required by the applicable

accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly

convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered

into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the

Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 117364W)

Ketan Vora

Partner

(Membership No. 100459)

MUMBAI, AUGUST 10, 2016

34

Note�No.�As�at�

31.03.2016�(Rupees)�As�at�

31.03.2015�(Rupees)�

I.

(1)(a) Share�capital 3 1,161,475,000�� 1,161,475,000��(b) Reserves�and�surplus 4 (2,519,086,050)�� (2,243,860,507)��

(1,357,611,050)�� (1,082,385,507)��

(2)(a) Long�term�borrowings 5 1,980,000,000�� 1,980,000,000��(b) Other�long�term�liabilities 6 15,285,042�� 37,917,845��

1,995,285,042�� 2,017,917,845��(3)

(a) Trade�payables 7i) Total�outstanding�dues�of�micro�enterprises�and�small�

enterprises �� ii) Total outstanding dues of creditors other than micro

enterprises and small enterprises 147,790,355�� 179,277,528��

(b) Other�current�liabilities 8 191,796,963�� 52,502,329��(c) Short�term�provisions 9 13,946,502�� 11,539,771��

353,533,820�� 243,319,628��

TOTAL 991,207,812�� 1,178,851,966��

II.

(1)(a) Fixed�assets 10

(i)��Tangible�assets 151,278,358�� 285,327,445��(ii)��Intangible�assets 13,235,955�� 26,781,727��

164,514,313�� 312,109,172��

(b) Long�term�loans�and�advances 11 240,887,490�� 275,343,395��(c) Other�non�current�assets 12 �� 39,451,113��

405,401,803�� 626,903,680��

(2)(a) Current�Investments 13 91,140,149�� (b) Trade�receivables 14 167,501,993�� 234,482,427��(c) Cash�and�bank�balances 15 165,545,691�� 155,973,994��(d) Short�term�loans�and�advances 16 43,606,890�� 55,997,059��(e) Other�current�assets 17 118,011,286�� 105,494,806��

585,806,009�� 551,948,286��

TOTAL 991,207,812�� 1,178,851,966��

See�accompanying�notes�forming�part�of�the�financial�statements (0)�� (0)��

In�terms�of�our�report�attached For�and�on�behalf�of�the�Board�of�Directors

For�Deloitte�Haskins�&�SellsChartered�Accountants

(�Sachin�Raje�) (�Abhay�Telang�)Director DirectorMumbai Mumbai

Ketan�VoraPartner (�Ashish�Goyal�) (�Vishal�Chhabra�)Mumbai Financial�Controller Company�Secretary

Gurgaon MumbaiDate:�10th�August�2016 Date:�10th�August�2016

Current�Liabilities

ASSETS

Non�current�assets

Current�assets

Intelenet�Business�Services�Limited�(formerly�known�as�Sparsh�BPO�Services�Limited)Balance�Sheet�as�at�March�31,�2016

EQUITY�&�LIABILITIES

Shareholder's�Funds

Non�current�Liabilities


35

Note�No.

For�Year�ended�31.03.2016�(Rupees)�

�For�Year�ended�31.03.2015�(Rupees)�

I. Revenue�from�operations 18 1,275,941,513�� 1,408,015,211��II. Other�income 19 52,649,034�� 76,408,435��III. 1,328,590,547�� 1,484,423,646��

IV.

(a) Employee�benefits�expense 20 872,821,794�� 886,186,085��(b) Finance�costs 21 158,833,973�� 158,400,000��(c) Depreciation�and�amortisation�expense 10 146,337,706�� 230,847,059��(d) Other�expenses 22 425,822,617�� 662,638,466��

1,603,816,090�� 1,938,071,610��

V. Loss�before�tax (275,225,543)�� (453,647,964)��

VI.Current�taxMAT�credit�entitlement�reversed �� (3,853,865)��

�� (3,853,865)��

VII. (275,225,543)�� (457,501,829)��

VIII.

��Basic�and�diluted�(Refer�note�30) (23.03)�� (34.32)��

See�accompanying�notes�forming�part�of�the�financial�statements






Loss�for�the�year

Earnings�per�equity�share��(Face�Value��Rs.�10)�:

Intelenet�Business�Services�Limited�(formerly�known�as�Sparsh�BPO�Services�Limited)Statement�of�Profit�and�Loss�for�the�year�ended�March�31,�2016

Total�Revenue

Expenses

Total�expenses

Tax�expenses


36

For�Year�ended�31.03.2016�(Rupees)

For�Year�ended�31.03.2015�(Rupees)

A. CASH�FLOW�FROM�OPERATING�ACTIVITIESLoss�before�tax (275,225,543)�� (453,647,964)��Adjustments�for:

Depreciation�and�amortisation�expense 146,337,706�� 230,847,059��Finance�costs 158,833,973�� 158,400,000��Interest�income (5,723,079)�� (2,767,507)��Dividend�Income (1,140,149)�� Loss�on�sale�/�disposal�of�assets 11,975,616�� 28,700,752��Provision�for�onerous�contract�reversed �� (26,200,000)��Provision�for�doubtful�trade�and�other�receivables 2,152,142�� 137,504,601��Provision�for�doubtful�deposits 16,215,401�� 2,204,808��Provision�for�gratuity 2,406,731�� 2,449,575��Writeback�for�compensated�absences (2,309,256)�� (878,128)��

Operating�profit�before�working�capital�changes 53,523,542�� 76,613,195��Changes�in�working�capital:Adjustment�for�(increase)�/�decrease�in�operating�assets:

Trade�receivables 64,828,292�� 7,668,308��Short�term�loans�and�advances (3,825,232)�� (27,374,873)��Long�term�loans�and�advances 38,372,402�� 31,707,665��Other�current�assets (12,516,480)�� 41,339,681��Other�non�current�assets 39,451,113�� 21,079,702��

Adjustment�for�increase�/�(decrease)�in�operating�liabilities:Trade�payables (31,487,173)�� 311,432��Other�long�term�liabilities (22,632,803)�� 14,897,488��Other�current�liabilities 141,603,890�� 4,661,389��

Cash�generated�from�operations 267,317,551�� 170,903,988��Net�income�taxes�(paid)�/�refunds (3,916,497)�� (9,862,646)��Net�cash�flow�from�operating�activities�(A) 263,401,054�� 161,041,342��

B. CASH�FLOW�FROM�INVESTING�ACTIVITIESCapital�expenditure�on�fixed�assets,�including�capital�advances (11,771,374)�� (13,314,211)��Proceeds�from�sale�of�fixed�assets 1,052,911�� 8,599,861��Interest�received�(net�of�interest�accrued) 5,723,079�� 2,767,507��Dividend�Received 1,140,149�� Fixed�deposit�placed�(not�considered�as�csh�and�cash�equivalent) (9,185,640)�� Net�cash�flow�used�in�investing�activities�(B) (13,040,875)�� (1,946,843)��

C. CASH�FLOW�FROM�FINANCING�ACTIVITIESFinance�costs (158,833,973)�� (158,400,000)��Net�cash�flow�from�/�(used�in)�financing�activities�(C) (158,833,973)�� (158,400,000)��

Net�increase�/�(decrease)�in�cash�and�cash�equivalents�(A+B+C) 91,526,206�� 694,499��Cash�and�cash�equivalents�at�the�beginning�of�the�year 155,873,994�� 155,179,495��Cash�and�cash�equivalents�at�the�end�of�the�year 247,400,200�� 155,873,994��

Notes�:1 The�Cash�Flow�Statement�has�been�prepared�under�the�"Indirect�Method"�as�set�out�in�Accounting�Standard�3

on�Cash�Flow�Statements.2 CASH�AND�CASH�EQUIVALENTS:

91,140,149��

Cash�and�cash�equivalents�(Note�15) 156,260,051�� 155,873,994��Cash�and�cash�equivalents 247,400,200�� 155,873,994��Cash�and�bank�balances�(Note��14) 165,545,691�� 155,973,994��

See�accompanying�notes�forming�part�of�the�financial�statements






Intelenet�Business�Services�Limited�(formerly�known�as�Sparsh�BPO�Services�Limited)Cash�Flow�Statement

urrent�Investments�(considered�as�cash�equivalents�for�the�purpose�of�cash�flow�statement,�Note�13)�


37

C


Notes forming part of the financial statements

1. Company information

Intelenet Business Services Limited (formerly known as Sparsh BPO Services Limited) (“the Company”) was incorporated on November 10, 2005 to carry on the business of information technology enabled services [“ITES”] including activities in areas of call centre, transaction processing, back office activities and related services.

2. Significant Accounting Policies

a. Basis of Accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013and the relevant provisions of the Companies Act, 2013 ("the 2013 Act"). The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

b. Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

c. Fixed Assets

Fixed assets are stated at their original cost of acquisition/installation less accumulated depreciation. Subsequent expenditure, which substantially enhances the previously assessed standard of performance of the assets, is added to the carrying value. Costs also include all identifiable expenditure incurred to bring the assets to its present condition and location. Fixed assets held for disposal are stated at lower of carrying value or their estimated net realisable value.

d. Depreciation/Amortisation

Depreciation on fixed assets has been provided on straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of computers, plant and machinery, and computer software which are depreciated over 5, 6.67, and 5 years respectively, which life is assessed taking into account technical advice, the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, etc.

Leasehold Improvements are depreciated over the period, lower of lease term or ten years.

Assets costing upto Rs. 5,000/- are depreciated fully in the year of purchase/acquisition.

Goodwill is amortised over a period of 10 years.

e. Impairment Loss

At each Balance Sheet date, the Company reviews the carrying amounts of fixed assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated and impairment loss is recognised if the carrying amount of these assets exceeds their recoverable amount. Recoverable amount is the higher of an asset’s net selling price and value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount rate. When there is an indication that an impairment loss recognised for an asset in earlier accounting year no longer exists or may have decreased such reversal of impairment loss is recognised as income in the Statement of Profit and Loss.

f. Revenue recognition

38

Revenue is recognised when services are rendered and no significant uncertainty as to its determination and realization exists. Dividend Income is recognised when the right to receive payment is established. Interest income is recognised on time-proportion basis. Lease rentals from operating leases are recognised in the Statement of Profit and Loss on a straight-line basis.

g. Current Investments

Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

h. Foreign Currency Transactions

Foreign currency transactions are recorded at the exchange rates prevailing at the date of the transaction. Monetary foreign currency assets and liabilities are translated into rupees at exchange rates prevailing on the date of the balance sheet. Exchange difference arising on settlement/restatement of transactions is accounted for in the Statement of Profit and Loss. Non-Monetary items are reported at the exchange rate at which they are accounted.

i. Employee Benefits

i. Gratuity liability as at the balance sheet date is provided based on actuarial valuation done as per the Accounting Standard 15- Employee Benefits (“AS 15”). Gratuity liability is funded through group gratuity insurance scheme of Life Insurance Corporation of India.

ii. Liability in respect of compensated absences is provided as per AS 15, for leave expected to be availed, which considers undiscounted value of the benefit expected to be availed during the next one year.

iii. Company’s contributions to defined contribution scheme such as Provident Fund are charged to the Statement of Profit and Loss on accrual basis.

j. Borrowing Costs

All borrowing costs are charged to the statement of profit and loss.

k. Lease

(i) Operating Lease -Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified as operating leases. Operating lease charges are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

(ii) Finance Lease - Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. The lower of fair value of asset and present minimum lease rentals is capitalised as fixed assets with corresponding amount shown as lease liability. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged to statement of profit and loss. Lease management fees, legal charges and other initial direct costs are capitalised. If there is no reasonable certainity that the company will obtain the ownership by the end of the lease term, capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term on a straight-line basis.

l. Accounting for taxes on income

Tax expense comprises both current tax and deferred tax at the applicable weighted average effective tax rate enacted/ substantively enacted rates respectively. Current tax represents the amount of income tax payable/ recoverable in respect of taxable income/ loss for the reporting year. Deferred tax represents the tax effect of timing differences between taxable income and accounting income for the reporting year that originate in one year and are capable of reversal in one or more subsequent years. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable certainty (virtual certainty in case of unabsorbed depreciation and unabsorbed business loss) that the asset will be realized in future.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.


39

m. Onerous contracts

Provision is made for loss-making onerous contracts using the undiscounted value of estimated future cash outflows required to settle the contract obligations.

n. Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised in the financial statements.

o. Earnings Per Share

The Company reports basic and diluted earnings per equity share in accordance with Accounting Standard-20, Earnings Per Share. Basic earnings per equity share have been computed by dividing net profit/(loss) after tax attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding for the year. Diluted earnings per share is computed by dividing the net profit/(loss) for the year by the weighted average number of equity shares during the year as adjusted to the effects of all dilutive potential equity shares, except where results are antidilutive.

p. Provision for doubtful debts and advances

Provision is made in the accounts in respect of debts and advances which in the opinion of the management are considered doubtful of recovery.


40

Intelenet�Business�Services�Limited�(formerly�known�as�Sparsh�BPO�Services�Limited)

�As�at�31.03.2016�(Rupees)�

As�at�31.03.2015�(Rupees)�

Note�3��Share�capital(a) Authorised

(i) 25,000,000�equity�shares�of�Rs.�10/��each�with�voting�rights 250,000,000�� 250,000,000��(�March�31,�2015�:�25,000,000�equity�shares�of�Rs.�10/��each�)

(ii) 100,000,000�8%�non�convertible�cumulative�redeemable�preference�shares�of�Rs.�10/��each(�March�31,�2015�:�100,000,000�non�convertible�cumulative�redeemable�preference�shares 1,000,000,000�� 1,000,000,000��of�Rs.�10/��each�)

1,250,000,000�� 1,250,000,000��

(b) Issued�,�Subscribed�and�Paid�up

(i) 16,147,500�equity�shares�of�Rs.�10/��each�with�voting�rights 161,475,000�� 161,475,000��(�March�31,�2015�:�16,147,500�equity�shares�of�Rs.�10/��each�)

(ii) 100,000,000�8%�non�convertible�cumulative�redeemable�preference�shares�of�Rs.�10/��each 1,000,000,000�� 1,000,000,000��(�March�31,�2015�:�100,000,000�non�convertible�cumulative�redeemable�preference�shares�of�Rs.�10/��each�)

1,161,475,000�� 1,161,475,000��Preference�shareholders�have:(a)�a�preferential�right�to�be�paid�a�fixed�rate�of�dividend�and,(b)�a�preferential�right�of�repayment�of�amount�of�capital�on�winding�up.(see�note�23)

Notes�forming�part�of�the�Balance�Sheet


41

Intelenet�Business�Services�Limited�(formerly�known�as�Sparsh�BPO�Services�Limited)Notes�forming�part�of�the�Balance�Sheet

Note�3��Share�capital�(�contd.)Notes�:(i)�Reconciliation�of�the�number�of�shares�and�amount�outstanding�at�the�beginning�and�at�the�end�of�the�reporting�year:�

Particulars Opening�Balance Fresh�issue Bonus Others Closing�BalanceEquity�shares�with�voting�rights

Year�ended�31�March,�2016��Number�of�Shares 16,147,500�� 16,147,500��Amount�(�Rs.) 161,475,000�� 161,475,000��

Year�ended�31�March,�2015��Number�of�Shares 16,147,500�� 16,147,500��Amount�(�Rs.) 161,475,000�� 161,475,000��

8%�Non�convertible�cumulativeredeemable�preference�shares�

Year�ended�31�March,�2016��Number�of�Shares 100,000,000�� 100,000,000��Amount�(�Rs.) 1,000,000,000�� 1,000,000,000��

Year�ended�31�March,�2015��Number�of�Shares 100,000,000�� 100,000,000��Amount�(�Rs.) 1,000,000,000�� 1,000,000,000��

(ii)�Details�of�shares�held�by�the�holding�company�:�

ParticularsEquity�shares�with�

voting�rights8%�Non�convertible�cumulative�redeemable�preference�shares

As�at�31�March�,�2016Intelenet�Global�Services�Private�Limited 15,851,596�� 100,000,000��the�holding�company

As�at�31�March�,�2015Intelenet�Global�Services�Private�Limited 15,851,596�� 100,000,000��the�holding�company

(iii)�Details�of�shares�held�by�each�shareholder�holding�more�than�5%�shares�:�

Number�of�shares�held

%�holding�in�that�class�of�shares

Number�of�shares�held

%�holding�in�that�class�of�shares

Equity�shares�with�voting�rights

Intelenet�Global�Services�Private�Limited 15,851,596�� 98.17� ��15,851,596� ��98.17�

Non�convertible�cumulativeredeemable�preference�shares�

Intelenet�Global�Services�Private�Limited 100,000,000�� 100� ��100,000,000� ��100�

ParticularsAs�at�31�March,�2016 As�at�31�March,�2015


42


�As�at�31.03.2016�(Rupees)�

As�at�31.03.2015�(Rupees)�

Note�4��Reserves�and�surplus(a) Deficit�in�the�Statement�of�Profit�and�Loss

Opening�balance (2,243,860,507)�� (1,786,358,678)��

Add�:�Loss�for�the�year (275,225,543)�� (457,501,829)��Closing�balance (2,519,086,050)�� (2,243,860,507)��

Total (2,519,086,050)�� (2,243,860,507)��

Note�5��Long�term�borrowings(a) Loans�and�advances�from�holding�company

Unsecured�(Refer�note�28�and�25b) 1,980,000,000�� 1,980,000,000��

1,980,000,000�� 1,980,000,000��

Note�6��Other�long�term�liabilities(a) Lease�Rent�Equalisation�account 15,285,042�� 37,917,845��

15,285,042�� 37,917,845��

Note�7��Trade�Payables��Other�than�Acceptances�(Refer�note�32) 147,790,355�� 179,277,528��

147,790,355�� 179,277,528��

Note�8��Other�Current�Liabilities(a) Other�Payables

(i)��Statutory�remittances�(PF,�ESIC,�PT�etc.) 26,883,097�� 31,560,420��(ii)��Security�Deposit 4,269,461�� 4,263,750��(iii)�Liability�for�compensated�absences 8,692,070�� 11,001,326��(iv)�Interest�accrued�and�due�on�borrowings 142,950,576�� (v)��Lease�Rent�Equalisation�account 9,001,759�� 5,676,833��

191,796,963�� 52,502,329��

Note�9��Short�term�provisions(a) Provisions�for�employee�benefits

Provision�for�gratuity�(Refer�note�26) 13,946,502�� 11,539,771��13,946,502�� 11,539,771��

Notes�forming�part�of�the�Balance�Sheet


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44


�As�at�31.03.2016�(Rupees)�

As�at�31.03.2015�(Rupees)�

Note�11��Long�term�loans�and�advancesUnsecured�,�considered�good

(a) Security�deposits 15,373,454�� 53,745,856��(b) Advance�income�tax�(Net�of�provisions�) 225,514,036�� 221,597,539��

� 240,887,490�� 275,343,395��

Note�12��Other�non�current�assets(a) Lease�Rent�Equalisation�account �� 39,451,113

�� 39,451,113

Note�13��Current�InvestmentsInvestment�in�mutual�funds37270.6650�units�of��Kotak�MF,�[email protected] 45,574,942�� 44679.662�units�of��HDFC�MF,�[email protected] 45,565,207��

��91,140,149 ��Aggregate�amount�of�unquoted�investments ��91,140,149 ��

Note�14��Trade�receivables(a) Trade�receivables�outstanding�for�a�period�exceeding�six

months�from�the�date�they�are�due�for�payment.Unsecured,�considered�good �� 19,431,841��Doubtful 269,841,170�� 267,689,028��

269,841,170�� 287,120,869��(b) Others

Unsecured,�considered�good 167,501,993�� 215,050,586��167,501,993�� 215,050,586��437,343,163�� 502,171,455��

Less:�Provisions�for�doubtful�trade�receivables 269,841,170�� 267,689,028��Total 167,501,993�� 234,482,427��

Note�15��Cash�and�bank�balancesA.�Cash�and�cash�equivalents(a) Cash�on�hand �� (b) Balances�with�banks�

(i)��Current�account 30,230,775�� 124,873,994��(ii)�Fixed�deposits�with�original�maturity�of�less�than�3�months 126,029,276�� 31,000,000��

Total�Cash�and�cash�equivalents�(A) 156,260,051�� 155,873,994��

B.�Other�Bank�BalancesIn�Earmarked�Accounts��balances�held�as�margin�money�against�guarantees 100,000�� 100,000��balances�held�as�security�against�facilities�sanctioned�by�bank 9,185,640��

Total�Other�Bank�Balances�(B) 9,285,640�� 100,000��Total�Cash�and�bank�balances�(A+B) 165,545,691�� 155,973,994��Notes

Note�16��Short�term�loans�and�advancesUnsecured�,�considered�good�(unless�otherwise�stated)

(a) Prepaid�expenses 1,038,378�� 1,944,512��(b) Security�deposits

Considered�good 41,231,366�� 52,030,804��Considered�doubtful 28,520,298�� 12,304,897��

69,751,664�� 64,335,701��Less�:�Provision�for�doubtful�deposits 28,520,298�� 12,304,897��

41,231,366�� 52,030,804��(c) Advance�to�creditors 1,337,146�� 2,021,743��

43,606,890�� 55,997,059��

Note�17��Other�Current�Assets(a) Interest�accrued�on�bank�deposits 36,041�� 32,288��(b) Unbilled�revenue 117,975,245�� 105,462,518��

118,011,286�� 105,494,806��

Intelenet�Business�Services�Limited�(formerly�known�as�Sparsh�BPO�Services�Limited)Notes�forming�part�of�Balance�Sheet

(i)�Balances�with�banks�include�deposits�with�remaining�maturity�of�more�than�12�months�from�Balance�Sheet�Date��Rs.100,000�(PY�Rs.�100,000)


45


For�Year�ended�31.03.2016�(Rupees)�

�For�Year�ended�31.03.2015�(Rupees)�

Note�18��Revenue�from�Operations(a) Sale�of�services��Business�Process�Outsourcing�services 1,275,941,513�� 1,408,015,211��

1,275,941,513�� 1,408,015,211��

Note�19��Other�income(a) Interest�income

(i)��Interest�from�Banks�on�deposits 2,037,789�� 2,767,507��(ii)��Interest�income�on�income�tax�refund 3,685,290��

(b) Liabilities�no�longer�payable�written�back 3,501,508��

(c) Dividend�Income 1,140,149��

(d) Lease�rent�income 39,975,042�� 46,562,800��

(e) Provision�for�onerous�contract�reversed/utilised �� 26,200,000��

(f) Excess�provision�for�compensated�absences�written�back 2,309,256�� 878,128��52,649,034�� 76,408,435��

Note�20��Employee�benefits�expense(a) Salaries�and�wages 795,179,562�� 806,836,974��(b) Contribution�to�provident�and�other�funds 37,156,373�� 44,468,840��(c) Staff�welfare�expenses 40,485,859�� 34,880,271��

872,821,794�� 886,186,085��

Note�21��Finance�costs(a) Interest�expenses�on�Borrowings 158,833,973�� 158,400,000��

158,833,973�� 158,400,000��

Note�22��Other�expenses(a) Recruitment�expenses 5,211,997�� 7,113,572��(b) Transportation�expenses�(net�of�recovery) 22,438,026�� 24,428,196��(c) Lease�rent�(net�of�recovery) 91,315,992�� 154,084,733��(d) Electricity�charges 90,139,369�� 106,192,325��(e) Communication�charges�(net�of�discounts�and�reimbursements) 54,081,169�� 49,317,148��(f) Repairs�and�maintenance��plant�and�machinery 33,973,869�� 30,500,103��(g) Repairs�and�maintenance��others 42,341,221�� 47,407,022��(h) Facility�maintenance�expenses 35,510,323�� 41,148,668��(i) Auditors'�remuneration�(refer�note�33) 1,909,323�� 1,725,000��(j) Sales�and�business�promotion �� 96,968��(k) Travelling�and�conveyance 2,746,452�� 6,314,409��(l) Legal�and�professional�fees 11,378,983�� 13,576,132��

(m) Provision�for�doubtful�Security�Deposits 16,215,401�� 2,204,808��(n) Insurance�(net�of�recovery) 656,650�� 532,192��(o) Printing�and�stationery�expenses 2,654,203�� 2,891,639��(p) Advertisement�expenses 55,901�� 44,105��(q) Registration�&�filing�fees 761,623�� 30,000��(r) Provision�for�doubtful�debts 2,219,709�� 141,992,627��(s) Loss�on�sale�/�disposal/write�off�of�fixed�assets 11,975,616�� 28,700,752��(t) Miscellaneous�expenses 236,790�� 4,338,068��

425,822,617�� 662,638,466��

Notes�forming�part�of�Statement�of�Profit�and�Loss


46

Notes forming part of the financial statements 23. Share capital

The company has issued and allotted 100,000,000 8% Non-Convertible Cumulative Redeemable Preference Shares of the face value of Rs. 10 each for cash at par in previous years, to Intelenet Global Services Private Limited, the holding company. The Preference Shares shall be redeemable at par at the end of seven years from the date of allotment (20,000,000 allotted on March 23, 2010, 9,000,000 allotted on June 30, 2010, 22,000,000 allotted on March 28, 2011 and 49,000,000 allotted on March 22, 2012) but may be redeemed at any time after three years from the date of allotment at the option of the holders thereof.

24. Contingent Liabilities

Sr. No. Particulars As at March

31, 2016(Rs.) As at March 31, 2015(Rs.)

1. Guarantees (including performance Bank guarantee) given bybanks on behalf of the Company

29,185,640 35,233,048

2. In absence of profit for appropriation, the Company has not provided for the dividend on 8% non-convertible cumulative redeemable preference shares issued to Serco BPO Private Limited for the year ending March 31, 2016 amounting Rs. 80,000,000/- (Previous Year– Rs.80,000,000/-) and Corporate Dividend Tax Rs.16,676,720/- (Previous Year –Rs.16,676,720/-). The cumulative unpaid dividend including Corporate Dividend Tax as on March 31, 2016 amounts to Rs. 463,910,526/- (Previous Year – Rs.367,233,806/-).

25. Particulars of security provided against secured loans, repayment terms and interest rate:

a. Working capital loan facility from banks is secured by negative lien on the assets of the Company, first charge on book debts and corporate guarantee from the holding company (no facility is availed during the year from banks).

b. There are no fixed repayment terms in respect of unsecured loan from the holding company (interest @ 8% p.a.).

26. Disclosure pursuant to Accounting Standard 15 - Employee Benefits

a. Defined Contribution Plan The Company makes Provident Fund contribution to defined contribution plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

For Year ended March 31, 2016

For Year ended March 31,2015

Contribution to Defined Contribution Plan, recognised as expense for the year:

Employer’s Contribution to Government managed Provident Fund 37,156,373 39,829,126

b. Defined Benefit Plan

The company has a gratuity plan funded with the Life Insurance Corporation of India. Valuation in respect of gratuity has been carried out by independent actuary, as at the Balance Sheet date, based on following assumptions:



Discount rate per annum 7.29% 8.01% Rate of return on plan assets 7.29% 8.01% Attrition rate 73.00% 73.00% Rate of increase in compensation levels 4.32% 4.32% Mortality rate: Indian Assured Lives Mortality (2006-08) Ultimate

Rs. Rs. Change in present value of obligation : Present value of obligation at beginning of the year 12,050,262 9,258,723Interest cost 965,226 804,583


47

Current service cost 601,174 532,779Past service cost NIL NIL Benefits paid (1,932,103) (1,873,413) Actuarial (gain)/loss on obligations 2,573,512 3,327,590 Present value of obligation at end of the year 14,258,071 12,050,262

Changes in the fair value of plan assets : Present value of plan assets at beginning of year 510,491 168,527 Expected return on plan assets 40,890 14,662 Actuarial (gain)/loss on plan assets 7,709 (10,576) Contributions 1,700,000 2,190,139 Benefits paid (1,932,103) (1,873,413) Fair value of plan assets at the end of the year 311,569 510,491



Amount recognized in the Balance Sheet : Fair value of plan assets at the end of the year 311,569 510,491 Present value of obligation at end of the year (14,258,071) 12,050,262 Asset / (Liability) recognized in the Balance Sheet (13,946,502) (11,539,771)

Expenses recognized in Statement of Profit and Loss Current service cost 601,174 532,779 Interest cost 965,226 804,583

Expected return on plan assets (40,890) (14,662)

Net actuarial (gain)/loss recognized in the year 2,581,221 3,317,014

Total expense / (gain) recognized in Statement of Profit and Loss 4,106,731 4,639,714

Experience Adjustment 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 On Plan Liability (Gains)/Losses 2,530,813 3,276,472 2,355,536 2,298,356 1,601,093 2,532,338 On Plan Assets (Losses)/Gains (7,709) 10,576 27,731 15,268 26,307 (9,863)

FY 2015-16 FY 2014-15

Estimate amount of contribution in the next year 14,674,754 12,140,945

The estimates of rate of escalation in salaries considered in actuarial valuation takes into account promotion and other relevant factors including supply and demand in the employment market.

The discounting rate is considered based on market yield on government bonds.

In the absence of detailed information regarding plan assets which is funded with Life Insurance Corporation of India (LIC), the composition of each major category of plan assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed.

27. Segment information:

The Company operates in a single business segment viz. “Information Technology Enabled Services” in India. Accordingly, there are no reportable businesses or geographical segments as prescribed under Accounting Standard 17 “Segment Reporting”.


48

28. Related party disclosures required by Accounting Standard 18

a. List of the Related Parties:

Name of the Related Party Nature of relationship i) Intelenet Global Services Private Limited (formerly known as Serco BPO Private Limited)

Holding Company

ii) Intelenet BPO Holdings Private Limited (formerly known as Serco BPO Holdings Private Limited)

Holding company of Intelenet Global Services Pvt. Ltd. upto 31st December 2015, fellow subsidiary of the holding company from 1st January 2016

iii) Serco Group plc. # Ultimate Holding Company (upto 31st

December 2015)

iv) Indianet Bidco Pte. Limited Holding Company of Intelenet Global Services Private Limited and Serco BPO Holdings Private Limited (from 31stDecember 2015)

# no transactions during the year.

b. Details of transactions with related parties in the ordinary course of business.

i. Details relating to Holding Company

Nature of transactions For Year ended March 31, 2016 (Rs.)

For Year ended March 31, 2015 (Rs.)

Interest Expense on Loans taken 158,833,973 158,400,000 Lease Rent received by us 68,641,334 67,416,600

Balance outstanding As at March 31, 2016(Rs.)

As at March 31, 2015(Rs.)

Interest accrued and payable 142,950,576 Nil

Loan payable 1,980,000,000 1,980,000,000

Corporate Guarantees issued on behalf of Company 100,000,000 1,190,000,000

ii. Details relating to Holding Company of Intelenet Global Services Private Limited

Nature of transactions For Year ended March 31, 2016 (Rs.)


Sale of Services 2,050,080 2,022,480

Balance outstanding As at March 31, 2016 (Rs.)

As at March 31,2015 (Rs.)

Amount receivable NIL NIL

29. Particulars of Assets Acquired /given under lease

Operating LeasesThe Company has taken various office premises under leave and licence agreements and generators on rent. These agreements are generally cancellable and for period of upto 10 years and are renewable by mutual consent on mutually agreeable terms.

Particulars For Year ended March 31, 2016 (Rs.)



49

(i)

Operating Lease payments recognised in the Statement of Profit and Loss during the year - Minimum lease payments 91,315,992 154,084,733

Total future minimum lease payments payable in respect of non-cancellable leases: - Not later than 1 year 103,446,584 109,755,151 - Later than 1 year but not later than 5 years 204,051,951 255,384,699 - Later than 5 years NIL 37,607,983

Total of future minimum lease payments under non-cancellable operating lease 307,498,535 402,711,83

(ii) The Company has given some tangible assets being surplus facilities on operating lease:

Particulars For Year ended March 31, 2016(Rs.)

For Year ended March 31, 2015(Rs.)

Total future minimum lease payments receivable: - Not later than 1 year 16,00,000 73,441,334 - Later than 1 year but not later than 5 years NIL 1,600,000- Later than 5 years NIL NIL Total of future minimum lease payments receivables under operating lease 1,600,000 75,041,334

The lease rental income in the Statement of Profit and Loss is net of Rs. 39,451,112/-(Previous Year Rs. 21,079,704/-) being reversal on account of straight lining of lease rental income.

30. Earnings per share



Loss for the year after taxation (275,225,543) (457,501,829)Less: Preference dividend including corporate dividend tax 96,676,720 96,676,720Numerator used for calculating basic and diluted per share -Adjusted Profit/ (Loss) for the year (371,902,263) (554,178,549)Weighted average number of equity share 16,147,500 16,147,500Face value per share 10 10Earnings per share – Basic and diluted (23.03) (34.32)

31. As at the year-end there are no amounts due and outstanding to be credited to Investor Education and Protection Fund (Previous Year Rs. NIL).

32. There are no vendors identified as “Micro and Small” enterprises on the basis of information available with the Company.

33. Auditor’s Remuneration (net of service tax)



As auditor 1,300,000 1,300,000 For taxation matters (Refer note below) Other services For reimbursement of expenses

535,000 50,000 24,323

425,000 NIL

12,152 Total 1,909,323 1,737,152 Note:-This includes Rs.335,000/- (previous year Rs.50,000/-) paid to an affiliated firm of the auditors covered by a networking arrangement which is registered with the Institute of Chartered Accountants of India.


50

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FORM NO. MGT-11 PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014) CIN: U72900MH2005PLC157255Name of the Company: Intelenet Business Services LimitedRegistered Office: Intelenet Towers, Plot CST No. 1406 - A / 28, Mindspace, Malad (West), Mumbai - 400 090, India

Name of the Member(s):

Registered address:�

��

E-mail ID:Folio No. /Client ID: DP. ID:I/We, being the member(s) of .......shares of the above named Company, hereby appoint

��1

Name : �Address: �E-mail Id: �Signature: �

�

��2

Name: �Address: �E-mail Id: �Signature: �

�

��3

Name �Address: �E-mail Id: �Signature: �

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11th Annual General Meeting of the Company, to be held on Friday, the 30th September 2016 at 9.30 a.m. at Hall #4, Unit 2, NESCO Complex, Western Express Highway, Goregaon (East), Mumbai – 400 063 and at any adjournment thereof in Respect of such resolutions as are indicated below:

�

Resolution No. ParticularsOrdinary Business 1. To receive, consider and adopt the audited Financial Statements for the financial year ended

March 31, 2016, and the reports of the Board of Directors and the auditors thereon. 2. To appoint a Director in place of Mr. Sachin Raje (DIN 0518722), who retires by rotation and

being eligible offers himself for re-appointment. ��

�

53

� ��3. To consider and, if thought fit, to pass with or without modification(s), as on Ordinary Resolution

the following: “RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s. Deloitte Haskins and Sells, Baroda, Chartered Accountants (Registration Number: 117364W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the fourteenth Annual General Meeting of the Company to be held in the year 2019 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

Special Business 4. To consider and, if thought fit, to pass, with or without modification(s), the following

resolution as an Ordinary Resolution.

“RESOLVED THAT Ms. Bina Shetty (DIN 06634003) who was appointed as an Additional Director of the company by the Board of Directors on 13th October 2015 and who holds office upto the date of this Annual General Meeting in accordance with the Section 161(1) of the Companies Act, 2013 (‘the Act’) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under section 160(1) of the Act from a member proposing her candidature for the office of Director,, be and is hereby appointed as the Director of the Company.


“RESOLVED THAT pursuant to the provisions of section 181 and other applicable provisions of the Companies Act, 2013 , consent of the members of the Company be and is hereby granted to the Board of directors of the Company to contribute to charitable, benevolent, public or general and other funds not directly relating to the business of the company or the welfare of its employees from time to time if the aggregate amount of such contributions in any one financial year exceed five percent (5%) of the Company’s average net profits for the three immediately preceding financial years.”


“RESOLVED THAT pursuant to Section 61 and other applicable provisions, if any, of the Companies Act, 2013, the Authorised Share Capital of the Company be and is hereby increased from Rs.125,00,00,000 (Rupees One Hundred and Twenty Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 10,00,00,000 Preference Shares of Rs. 10/- each to Rs. 438,00,00,000 (Rupees Four Hundred and Thirty Eight Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 41,30,00,000 Preference Shares of Rs. 10/- each, by creation of 31,30,00,000 Preference Shares of Rs. 10/- each.

RESOLVED FURTHER THAT on the Resolution for alteration of the Capital Clause being duly passed and becoming effective, Clause V of the Memorandum of Association of the Company be deleted and in place thereof the following new Clause be substituted:

The Authorised Share Capital of the Company is Rs. 438,00,00,000 (Rupees Four Hundred and Thirty Eight Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/-, each and 41,30,00,000 Preference Shares of Rs. 10/- each. The Company has power from time to time to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Associations of the Company and to vary, modify or abrogate in such manner as may for the time being be permitted by the Articles of Association of the Company

54

�

�

or the legislative provisions for time being in force in that behalf.”


“RESOLVED THAT on the Resolution for alteration of the Capital Clause being duly passed and becoming effective, Article 3 (a) of the Articles of Association of the Company be deleted and in place thereof the following new Article 3 (a) be substituted:

3(a) “The Authorized Share Capital of the Company shall be such sum as may from time to time be provided in the Memorandum of Association of the Company.





ii. Preference Shares shall be non-participating in the surplus funds; iii. Preference Shares shall be non-participating in the surplus assets and profits

which may remain after the entire capital has been repaid, on winding up of the Company;


vi. Preference shares shall carry voting rights as per the provisions of Section 47(2) of the Act; and

vii. Preference shares shall be redeemable.



55




ii. Preference Shares shall be non-participating in the surplus funds; iii. Preference Shares shall be non-participating in the surplus assets and profits

which may remain after the entire capital has been repaid, on winding up of the Company;


vi. Preference shares shall carry voting rights as per the provisions of Section 47(2) of the Act; and

vii. Preference shall be redeemable.


� Signed this…… day of……… 2016

�

Signature of shareholder�

Signature of Proxy holder(s)�

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company, not less than 48 hours before the commencement of the Meeting.

�

Please AffixRe. 1/- RevenueStamp adsign across

56

�

�

CIN: U72900MH2005PLC157255

ATTENDANCE SLIP

�

Name of the Company: Intelenet Business Services Limited�

Registered Office: Intelenet Towers, Plot CST No. 1406 - A / 28, Mindspace, Malad (West), Mumbai - 400090, India Name:Folio No./DP/Client ID: Shares:

�

EVEN (E-Voting Event Number) USER ID PASSWORD

� � ��

I hereby record my presence at the Eleventh Annual General Meeting of the Company at 9.30 a.m. on Friday , 30th September, 2016 at Hall #4, Unit 2, NESCO Complex, Western Express Highway, Goregaon (East), Mumbai – 400 063

��

(PROXY’s FULL NAME IN BLOCK CAPITALS) Member’s/Proxy’s Signature��

Notes:1. The Member/Proxy must bring the Attendance Slip to the Meeting duly completed and signed and hand over the same

at the Counter near the Ground Floor Entrance to the Meeting Hall.2. Please bring your copy of the enclosed Annual Report.3. No Attendance Slip will be issued on the day of the Annual General Meeting.4. Photocopied/torn Attendance Slip will not be accepted.5. This Attendance Slip is valid only if Equity Shares are held on the date of the Meeting.

��

57

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48

REGISTERED - POST��

To,��If undelivered, please return to:��

��

�INTELENET BUSINESS SERVICES LIMITED

�Intelenet Towers, Plot CST No. 1406-A/28, Mindspace Malad (West),

Mumbai 400 090 Tel.: (91-22) 6677 6000; Fax: (91-22) 6677 8210; Website: www.intelenetglobal.com

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