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Intense Technologies Ltd.

BSE: 532326 Sector: IT
NSE: INTENTECH ISIN Code: INE781A01025
BSE 00:00 | 24 Apr Intense Technologies Ltd
NSE 05:30 | 01 Jan Intense Technologies Ltd
OPEN 18.42
PREVIOUS CLOSE 20.45
VOLUME 20
52-Week high 43.55
52-Week low 9.95
P/E 9.35
Mkt Cap.(Rs cr) 41
Buy Price 17.52
Buy Qty 50.00
Sell Price 18.42
Sell Qty 119.00
OPEN 18.42
CLOSE 20.45
VOLUME 20
52-Week high 43.55
52-Week low 9.95
P/E 9.35
Mkt Cap.(Rs cr) 41
Buy Price 17.52
Buy Qty 50.00
Sell Price 18.42
Sell Qty 119.00

Intense Technologies Ltd. (INTENTECH) - Director Report


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Company director report

Dear Shareholders

Your Directors have pleasure to present the 29th Annual Report and the Audited Accountsfor the financial year ended 31st March 2019.

1. Financial Results

The Company's financial performance for the year ended 31st March 2019 is summarizedbelow:

(Rs in Lakhs)

Particulars Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Gross Revenues 5709.12 5334.44 5801.82 5504.97
Total Expenditure 4731.58 4534.35 4799.74 5197.55
Profit/(Loss) before tax 977.54 800.09 1002.08 307.42
Tax Expense 317.40 354.21 127.44 354.61
Profit/(Loss) after tax 660.14 445.88 874.64 (47.19)
Earnings per share
Basic EPS (Face Value Rs 2/- each) 2.95 2.02 3.91 (0.21)
Diluted EPS (Face Value Rs 2/- each) 2.90 1.86 3.85 (0.20)

2. Year gone by

During the year under review your company registered a gross revenue of Rs 5709.12lakhs (previous Rs 5334.44 lakhs) and a profit before tax

Rs 977.54 lakhs (previous year Rs 800.09 lakhs) on a standalone basis. Our profitbefore tax for this year stands at Rs 1002.08 lakhs on consolidated basis (previous yearloss Rs 307.42 lakhs).

This year consolidated revenue stood at Rs 5801.82 lakhs compared to Rs 5504.97 lakhslast year with EBITDA of Rs 1272.17 lakhs compared to EBITDA of Rs 817.87 lakhs lastyear. There has been a marked improvement in annuity revenues over the last fiscal due todeepening relations with our customers.

Globally our customers are continuing to trust our solutions and are rapidly expandingthe scope of our implementations to enable their services through digital channels.World's leading telecom service provider in UK extended our digital engagement solution totheir mobile and global enterprise division. In the American region our existing customersare ready to deepen their relationship with us and explore new possibilities. While we areseeing an increasing traction for our platform from large enterprises and partnerecosystem our suite of pre-built solutions on the platform have helped us penetrate intothe banking and insurance verticals.

Our customer engagement solutions are being deployed on private cloud for ensuringenhanced customer experience across all touch points by a large private bank in India. Wehave added new customers in the customer experience management domain in Insurance inIndia. This year we have been positioned as a ‘Leader' in the 2019 Aspire LeaderboardBusiness Automation grid and as ‘Aspirational' in the Overall Leaders grid for CCMCommunication Composition and Omni-channel orchestration.

3. Future Outlook

Our customers are dealing with the challenge of reinventing their core offeringsprocesses and systems to adapt to the digital age. The journey of digital future requiresnot just understanding of new technologies but an appreciation of existing technologylandscapes business processes and practices. Our platform helps our customers executetheir journey to the digital future at a fast pace in a unified consistent and rich waythus enabling digital channels to consume the underlying technology capabilities andservices of legacy systems and produce next generation digital customer experiences. Theyare able to build new enterprise solutions in swifter timelines experiment new businessprocess logic and build new partner ecosystems with our platform. We are going to launchinnovative pricing models of our platform and the solutions built on them to reflectpay-as-you-use and SAAS models. Our service innovation of enabling enterprises to monetizesubscriber information for loyalty management will lead to generation of new revenuestreams both for us and our customers. We are taking steps towards focusing on some of ourcore IP assets like UniServe™ NXT platform and Loyalty Management system built on theplatform to enable subscriber monetization. We would be scaling these business units byhaving strategic partnerships to expand into global markets.

4. Change in the nature of business

During the year the company has not changed its business.

5. Dividend

The Board of Directors of the Company has recommended a final dividend of 10% perequity share on face value of Rs 2/- each for the financial year 2018-19. The dividend ifapproved at the Annual General Meeting (AGM) will be paid to those members whose nameswill appear on the Register of Members as 23.09.2019. The total dividend payout willamount to Rs 4476990 (excluding dividend distribution tax of Rs 920281) resulting in apay of 6.78% of the standalone profit after tax of the Company.

6. Reserves

The Company has not transferred any amount to Reserves during the financial year endedon 31st March 2019.

7. Finance

Cash and cash equivalents as at March 31st 2019 were Rs 181.39 lakhs. The Companycontinues to focus on judicious management of its working capital receivables andinventories. Other working capital parameters were kept under strict check throughcontinuous monitoring.

8. Share Capital

During the year under review 260888 equity shares were issued and allotted underEmployee Stock Option Scheme. Consequently the issued subscribed and paid-up sharecapital of the Company as on 31st March 2019 stood at Rs 44769898/- consisting of22384949 equity shares of Rs 2/- each. The Equity shares issued under the IntenseEmployee Stock Option Scheme A 2009 shall rank pari – passu with the existing equityshares of the Company.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act 2013 and the rules made there under and theArticles of Association of the Company Mr. Tikam Sujan retires by rotation and beingeligible offers himself for re-appointment.

10. Number of Meetings of the Board

During the year 9 (Nine) Board Meetings and 6 (Six) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. A calendar of meetings is prepared and circulated in advance to all theDirectors.

11. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

12. Declaration by an Independent Director(s) and re- appointment if any

The Independent Director(s) have submitted the declaration of independence pursuant tosection 149(7) of the Act stating that he/ they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 17(b)of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and that there is no change in their status ofindependence.

The Board of Directors recommend the reappointment of Mrs. V. Sarada Devi Mr. P. PavanKumar Mr. K.S Shanker Rao and Mr. V.S. Mallick as Independent Directors of the Companyfor the second term of 5 (five) years w.e.f. 30th September 2019 and they shall not beliable to retire by rotation as provided under Section 152(6) of the Companies Act 2013.

13. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for appointment and remuneration of Directors Key Managerial Personneland other employees including criteria for determining qualifications positive attributesand Director's independence. The Remuneration Policy is stated in the Corporate GovernanceReport.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Remuneration to Directors: (Amount in Rs)
2018-19 % on Total Salaries
C.K. Shastri Managing Director 4160000 1.69%
Jayant Dwarkanth Whole Time Director 4160000 1.69%
C. Anisha Shastri Whole Time Director 1118258 0.45%

B) Statement of Particulars of employees pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure - II

C) No director is in receipt of any commission from the company and the ManagingDirector/ Whole-time Director of the Company have not received any remuneration orcommission from any other Company subject to its disclosure by the Company in the Board'sReport.

14. Subsidiaries Associates and Branches

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure - III[Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement]. The Company has threeWholly Owned Subsidiary Company (WOS): (1) "Intense Technologies FZE" inHamriyah Free Zone Hamriyah United Arab Emirates (U.A.E).

(2) "Intense Technologies INC" in Miami Florida United States of America(USA). (3) Intense Technologies UK Limited in 200 Brook Drive Green Park Reading RG2 6UBUnited Kingdom (UK).

Singapore Branch: The Company has one Branch office located at # 10 Anson Road #24-09 International Plaza Singapore – 079903. Further the Annual Accounts andrelated documents of the subsidiary companies shall be kept open for inspection at theRegistered & Corporate Office of the Company. The Company will also make availablecopy thereof upon specific request by any Member of the Company interested in obtainingthe same. Further pursuant to Accounting Standard AS-21 issued by the Institute ofChartered Accountants of India Consolidated Financial Statements presented by the Companyin this Annual Report include the financial information of its subsidiary.

15. Statutory Auditors

M/s MSPR & CO. Chartered Accountants Independent Auditors of the Company wasappointed in the 28th Annual General Meeting held on 27th September 2018 for a period ofthree years till the conclusion of 31st Annual General Meeting.

16. Auditors' Report

The Auditors' Report does not contain any qualification.

Notes to Accounts and Auditors remarks in their report are self-explanatory and do notcall for any further comments.

17. Disclosure about Cost Audit

As per the Cost Audit Orders Cost Audit is not applicable to the Company for thefinancial year 2018-19.

18. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesmade thereunder the Company has appointed Puttaparthi Jagannatham & Co. PracticingCompany Secretaries a firm of company secretaries to undertake the secretarial audit ofthe Company. The Secretarial Audit Report given by Puttaparthi Jagannatham and Co.Company Secretaries is annexed with the report. The self explanatory statement on CSRexpenditure and Secretarial Audit has been mentioned at the relevant paragraphs. TheSecretarial Auditor's report is self-explanatory and do not call for any further commentsand is enclosed as Annexure – IV

The Board has appointed M/s. Puttaparthi Jagannatham & Co. Practicing CompanySecretaries as Secretarial Auditor of the Company for the Financial Year 2018-19 as perthe provisions of the Companies Act 2013 and Rules made thereof and SEBI (ListingObligation & Disclosure Requirements) Regulations 2015.

19. Internal Audit Controls and their adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit Function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the audit committee of the Board and tothe Chairman and Managing Director.

The internal Audit department monitors and evaluates the efficiency and adequacy of theinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit functions process owner undertake corrective actions in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the audit committee of the Board.

20. Adequacy of internal financial controls with reference to the financial statements

The company has Internal Auditors and the Audit Committee constituted is in place totake care of the same. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions are taken as per the directions of Audit Committeeon an ongoing basis to improve efficiency in operations.

21. Issue of Employee Stock Options (ESOP's)

Employees Stock Option Plan as required under SEBI (Share based Employee Benefits)Regulations 2014 the disclosures of the Employees Stock Option Plan 2005 Stock OptionPlan A 2007 and Stock Option Plan A 2009 which are in force are given in Annexure–V.

22. Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aWhistle Blower Policy for directors and employees to report genuine concerns has beenestablished. The Whistle Blower Policy has been uploaded on the website of the Company atwww. in10stech.com.

23. Risk Management And Insurance

The Company has put in place an Enterprise Risk Management Framework. Our riskmanagement framework has been designed to identify monitor and minimize the adverseimpact of strategic operational financial and compliance risks faced by theorganization.

We recognize that an appropriate response to business risks and opportunities is vitalto achieve our business objectives safeguard stakeholder interests and meeting legalrequirements. Every quarter a detailed update on risk management is presented anddeliberated upon in the meetings of the risk management committee of the board. All theproperties of your Company have been adequately insured against the risk from fire andearthquake.

24. Annual Return

An extract of the Annual Return of the Company has been placed on the website of theCompany and can be accessed at www.in10stech. com at the linkhttps://in10stech.com/images/financialfireports/Intense-Technologies-Annual-Return-2018-19.pdf under the investor information section.

25. Material changes and commitments

The company adopted Indian Accounting Standards ("Ind AS") and accordinglythese financial results have been prepared in accordance with the recognition andmeasurement principles stated there in prescribed under Section 133 of the Companies Act2013 read with the relevant rules issued there under and other accounting pronouncementsgenerally accepted in India.

26. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No such orders were passed against the Company.

27. Deposits

During the Financial Year 2018-19 the company did not accept any deposits within themeaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance ofDeposits) Rules 2014.

28. Loans guarantees or investments under Section 186

(i) Details of loans and advances investments in subsidiary companies:

(Amount in Rs)
Particulars Loans and Advances Investments
Intense Technologies FZE - 69555376
Intense Technologies U.K. 1588715 111159901
Limited
Intense Technologies INC - 94100020
Total 1588715 274815297

Related party disclosures are given under notes to Financial Statements in this report.

The cost on investments in Equity Shares of other listed entities: The aggregate marketvalue of these equity shares as on 31st March 2019 is Rs 160000/-

(ii) Guarantees / Securities provided

Date of providing Sl.No security/guarantee Details of recipient Amount (Rs) Purpose for which the security/guarantee is proposed to be utilized by the recipient
1 09-Jun-16 BSNL Delhi 37500000 Performance Bank Guarantee
2 11-Aug-16 Millennium Telecom Ltd 1500000 Performance Bank Guarantee
Total 39000000

29. Contracts / Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material. All related partytransactions were placed in the meetings of Audit committee and the Board of Directors fortheir necessary review and approval.

There have been no material related party transactions undertaken by the Company underSection 188 of the Companies Act 2013 and hence no details have been enclosed pursuantto clause (h) of subsection (3) of Section 134 of Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 – ‘AOC-2'."

30. Corporate Governance

A Report on Corporate Governance forming part of this report together with theCompliance certificate from the auditors regarding compliance of conditions of CorporateGovernance as stipulated in Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed with the report as Annexure – VII

31. Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges inIndia is provided in a separate section forming part of this Annual Report and isenclosed as Annexure – VI.

32. Statutory Disclosures

IntermsoftheprovisionsoftheCompaniesAct2013andotherapplicable regulations read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the Annexure - II to the Directors'Report. However as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Annual Report excluding the aforesaid information is being sent toall the members of the Company and others entitled thereto. Any member interested inobtaining such particulars may write to the Company at the registered office of theCompany.

33. Prevention of Sexual Harassment of Women at Workplace

The Company has in place a policy on Prevention of Sexual Harassment of Women atworkplace which is available on the Company website at www.in10stech.com under investorinformation. The Company is in compliance with the provisions relating to the constitutionof an Internal Complaints Committee under "The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013"

This committee consists of following members:
Mrs. C. Anisha Shastri
Mrs. Padmini Ieeja
Ms. K. Tejaswi
Mr. Phaneendra Maduri

During the year under review no complaint of harassment of woman at the workplace wasreceived by the Committee.

34. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given below:

A. Conservation of Energy:

The Company's core activity is information technology and services related which is notpower intensive. The Company is making every effort to conserve the usage of power.

B. Technology Absorption (R&D Adaptation and Innovation):

1. E_orts in brief made towards technology absorption adaptation and innovation: i)Continuous research to upgrade existing products and to develop new products and services.ii) To enhance its capability and customer service the company continues to carry out R& D activities in house.

2. Benefits derived as a result of the above efforts: i) Introduction of new andqualitative products. ii) Upgrade of existing products.

3. Future plan of action:

Intense will continue to invest in and adopt the best processes and methodologiessuited to its line of business and long-term strategy. Training employees in the latestappropriate technologies will remain a focus area. The Company will continue to leveragenew technologies and also on the expertise available.

C. Foreign Exchange Earnings & Outgo:

The details of Foreign Exchange earnings and outgo are given below:

(Rs in Lakhs)
S.No Particulars 2018-19 2017-18
1 Foreign Exchange Earnings
FOB Value of Goods exported 1947.75 2596.16
2 Foreign Exchange Outgo
Travel Expenses Other expenditure 35.54 72.79
incurred - 0.77
Transferred for Singapore Branch Expenses 110.26 90.78
Transferred to Subsidiaries 445.14 97.55
Share based payments - 499.85

35. Corporate Social Responsibility (CSR)

The Company has constituted the CSR committee which has identified Education Healthskilling Environment Rural Development and Disaster Relief as the focus areas. TheCorporate Social Responsibility Report also contains the report on CSR initiatives asrequired under Section 135 of the Companies Act 2013 (the Act) which is annexed asAnnexure I to this report. As a part of Corporate Social Responsibility (CSR) we atintense consider it our responsibility to support philanthropy environment sustainableinitiatives ethical business practices and environment responsibility towards this end.

36. Human Resources

Your Company treats its "Human Resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company's thrust is on the promotion of talent internally throughjob rotation and job enlargement.

37. Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act 2013 it is confirmed that theDirectors have: (a) Followed applicable accounting standards in the preparation of annualaccounts and there are no material departures for the same. (b) Selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as on 31st March 2019 and of the profit of the company for the year ended on 31stMarch 2019.

(c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;

(d) Prepared the annual accounts on a going concern basis;

(e) Laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.

(f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

38. Transfer of Amounts to Investor Education and Protection Fund Your Company didnot have any funds lying unpaid or unclaimed for a period of seven years. Therefore therewere no funds which were required to be transferred to Investor Education and ProtectionFund (IEPF).

39. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Bombay Stock Exchange(BSE) Mumbai and National Stock Exchange of India Limited (NSE) Mumbai. The Companyconfirms that it has paid Annual Listing Fees due to both the Exchanges for the year2019-20.

40. Policies

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has formulated all the required policies as mandated. And all the policies areavailable on our website (https:// in10stech.com/investors/polices)

41. Depository System

As the Members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with both National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the depository system the members are requested toavail the facility of Dematerialization of the Company's shares on NSDL & CDSL. TheISIN allotted to the Company's Equity shares is INE781A01025.

42. Acknowledgements

Your Directors' convey their sincere thanks to State Bank of India HDFC Bank LimitedAxis Bank Limited and shareholders for their continued support. Your Directors' place onrecord appreciation of the contribution made by the employees at all levels and looksforward to their continued support.

For and on behalf of the Board
C.K. Shastri
Managing Director
DIN : 00329398
Jayant Dwarkanath
Place: Secunderabad Director
Date: 9th August 2019 DIN : 00329597