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Intrasoft Technologies Ltd.

BSE: 533181 Sector: IT
NSE: ISFT ISIN Code: INE566K01011
BSE 15:41 | 27 Mar 2018 Intrasoft Technologies Ltd
NSE 05:30 | 01 Jan 1970 Intrasoft Technologies Ltd
OPEN 686.00
PREVIOUS CLOSE 681.60
VOLUME 47585
52-Week high 855.00
52-Week low 306.00
P/E 1179.66
Mkt Cap.(Rs cr) 1,025
Buy Price 698.60
Buy Qty 39.00
Sell Price 0.00
Sell Qty 0.00
OPEN 686.00
CLOSE 681.60
VOLUME 47585
52-Week high 855.00
52-Week low 306.00
P/E 1179.66
Mkt Cap.(Rs cr) 1,025
Buy Price 698.60
Buy Qty 39.00
Sell Price 0.00
Sell Qty 0.00

Intrasoft Technologies Ltd. (ISFT) - Director Report

Company director report

To

The Shareholders

Your Directors take pleasure in presenting the Twentieth Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March 2015.

Financial Results

The Company’s performance during the year ended 31st March 2015 as compared tothe previous financial year is summarized below:

(Rs in lakhs)

Particulars Consolidated Standalone
2014-15 2013-14 2014-15 2013-14
Total Income 34701.59 15301.27 3473.32 2317.78
Profit before Interest and Depreciation 907.12 274.35 776.48 204.40
Less: Finance Cost 76.00 90.20 59.30 33.26
Depreciation 146.59 402.11 137.68 394.51
Profit before Tax 684.53 (217.96) 579.50 (223.37)
Less : Provision for Income Tax 88.44 (423.79) 78.03 (427.92)
Profit after Tax 596.09 205.83 501.47 204.55
Add: Balance brought forward 421.61 888.13 426.30 894.10
Amount available for appropriations 1017.70 1093.96 927.77 1098.64
Appropriations
Interim Dividend 147.32 - 147.32 -
Proposed Final Dividend 147.32 147.32 147.32 147.32
Dividend Tax on Interim and Final dividend 59.44 25.03 59.44 25.03
Additional Depreciation as per Companies Act 2013 49.34 - 49.33 -
Transferred to General Reserve - 500.00 - 500.00
Balance carried to Balance Sheet 614.28 421.61 524.36 426.30

Business

The financial results during the year under review reflect the outstanding performanceof the Company and its subsidiaries compared to year-on-year basis. The total consolidatedincome for the financial year under review is Rs 34701.59 lakhs compared to Rs 15301.27lakhs of the previous financial year registering a growth of 127%. The consolidated netprofit for the financial year under review is Rs 596.09 lakhs as compared to Rs 205.83lakhs of the previous financial year. The total standalone income stood at Rs 3473.32compared to Rs 2317.78 lakhs of the previous financial year registering a growth of morethan 49 %. The Company’s net profit for the year under review was amounted to Rs501.47 lakhs as compared to Rs 204.55 lakhs of the previous financial year.

123Stores the online e-commerce business the major revenue generator witnessed goodgrowth. Orders shipped during the financial year were 7.73 Lakhs as against 2.54 Lakhsorders in the previous financial year registering a growth of 204% in orders averagingapproximately 2118 orders/ day. The Company was ranked as the 392nd largest OnlineRetailer in the US as per Internet Retailer’s Top 500 Guide improvement in positionfrom #499 in last financial year.

123Greetings.com continued to see increased Mobile Application usage year on year withmore than 10-fold increase in the number of cards sent from 0.93 Lakh in 2013-14 to 9.59Lakhs during FY2014-15.

Your Company is continuously investing in efforts to better understand customers andimprove products to meet their expectations. New products are also being introduced tostay ahead of competition. These initiatives involve complex analytics and research oncustomer behaviour and strengths of competing products. The industry Rs as become verydynamic and first movers continue to gather more traffic share and business. Thistranslates into continuous internal investments particularly in Rs uman capital. Furtherconsumer preferences are evolving at a rapid pace and to succeed in this industry it isimperative to regularly innovate and meet the ever changing expectations on the customer.Your Company always endeavours to meet the customer requirements. The Companyexpects much better growth in the coming future.

There was no change in nature of the business of the Company during the year underreview.

Subsidiary Companies

The Company Rs as its three wholly owned subsidiaries viz 123Greetings.com Inc (USA)Intrasoft Ventures Pte. Ltd [Formerly known as 123Greetings (Singapore) Pte Ltd(Singapore)]& One Two Three Greetings (India) Private Limited (India). To increase thefocus on the growing E-commerce business a step-down subsidiary named as 123Stores Inc(USA) was incorporated during the year under review which is wholly owned subsidiary ofIntrasoft Ventures Pte. Ltd (Singapore).

The performance and financial position of each of the subsidiaries for the year ended31st March 2015 is attached and marked as Annexure I and forms part of this Report.

Dividend

Your Directors would like to inform that considering the robust growth vis--visimprovements in financial position in January 2015 the Board of Directors declared andpaid an interim dividend of Rs 1/- (10 %) per share. Further your directors are pleasedto recommend a final dividend of Rs 1/- (10 %) per share. The total dividend for thefinancial year 2014-15 would accordingly be Rs 2/- (20 %) per share. The total outgotowards dividend for the financial year amounts to Rs 35407900/- including dividenddistribution tax of Rs 5944544/-.

Transfer to Reserves

The Board of Directors Rs as not recommended transfer of any amount of profit toreserves during the year under review. Rs ence the entire amount of profit for the yearunder review Rs as been carried to the Profit and Loss account.

Revision of Financial Statement

There was no revision of the financial statements for the year under review.

Deposits

The Company Rs as not accepted or renewed any amount falling within the purviewof provisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Rs ence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.

Disclosures Under Section 134(3)(i) of The Companies Act 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position Rs ave occurred between the end of thefinancial year of the Company and date of this report.

Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation Rs as been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

Disclosure of Orders Passed By Regulators or Courts or Tribunal

Your directors would like to inform that no orders Rs ave been passed by any Regulatoror Court or Tribunal which can Rs ave impact on the going concern status and theCompany’s operations in future.

Particular of Contracts or Arrangement 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’slength basis. During the year the Company Rs ad not entered into any contract /arrangement / transaction with related parties which could be considered as material inaccordance with the policy of the Company on materiality of related party transactions.The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thelink Rs ttp://itlindia.com/investors/other-information.html

Your Directors draw attention of the members to Note no. 2.30 of Standalone financialstatement which sets out disclosures on related parties and transactions entered intoduring the financial year under review with the said parties if any.

Particulars of Loans Guarantees Investments and Securities

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient(s) are provided Note 2.16 of standalone financial statement.

Disclosure under Section 43(a)(ii) of The Companies Act 2013

The Company Rs as not issued any shares with differential rights and Rs ence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

Disclosure under Section 54(1)(d) of The Companies Act 2013

The Company Rs as not issued any sweat equity shares during the year under review andRs ence no information as per provisions of Section 54(1)(d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

Disclosure under Section 62(1)(b) of The Companies Act 2013

The Company Rs as not issued any equity shares under

Employees Stock Option Scheme during the year under review and Rs ence no informationas per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

Disclosure under Section 67(3) of The Companies Act 2013

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

Matters Related to Directors and Key Managerial Personnel: Board of Directors & KeyManagerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. SharadKajaria Whole-time Director of the Company shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer Rs imself for re-appointment. The Boardrecommends Rs is appointment.

Pursuant to the requirement of Section 203 of the Companies Act 2013 Mr. Mohit KumarJha Finance Rs ead of the Company was appointed as Key Managerial Personnel designated asChief Financial Officer of the Company.

In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation.

Company’s policy on Director’s appointment and remuneration

The Board Rs as as per the recommendation of the Nomination and Remuneration Committeeframed a policy on selection and appointment of Directors and Senior Management and theirremuneration. The details of said policy are given in the Corporate Governance Reportforming part of this Annual Report.

Disclosures Related to Board Committees and Policies:

Board Meetings

The Board of Directors met six times i.e. on 29th May 2014 30th June 2014 31stJuly 2014 27th October 2014 5th November 2014 and 27th January 2015 during thefinancial year ended 31st March 2015. More details on the Board Meeting are provided inthe Corporate Governance Report forming part of this Annual Report.

Director’s Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2015 the Board ofDirectors Rs ereby confirms that:

• in the preparation of the annual accounts the applicable accounting standardsRs ad been followed along with proper explanation relating to material departures;

• such accounting policies Rs ave been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2015 and ofthe profit of the Company for that year;

• proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

• the annual accounts of the Company Rs ave been prepared on a going concernbasis;

• internal financial controls Rs ave been laid down to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

• proper systems Rs ave been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Committees of the Board

There are four Committees of the Board of Directors of the Company viz. AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship Committee andCorporate Social Responsibility Committee. More details on all the Committees are providedin the Corporate Governance Report forming part of this Annual Report. Various policiesframed by the Committees / Board pursuant to the applicable provisions of the CompaniesAct 2013 and Listing Agreement are available on the Company’s Website at the weblink; Rs ttp:// itlindia.com/investors/other-information.html

Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company Rs as pursuant to the provisions of Section178(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 framed "Vigil Mechanism Policy" for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company Rs ave the right/option to report their concern/grievanceto the Chairman of the Audit Committee.

The Company is committed to adhere to the Rs ighest standards of ethical moral andlegal conduct of business operations.

Risk Management Policy

The Board of Directors of the Company Rs as designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company’s businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

Annual Evaluation of Directors Committee and Board

A statement indicating the manner for evaluation of performance of the Board and itscommittee individual Directors is stated in the Corporate Governance Report forming partof this Annual Report.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company’sbusiness and size and complexity of its operations are in place and Rs ave been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statement are being sent to the Members and others entitled theretoexcluding the information on employees’ particulars which is available for inspectionby the Members at the Registered Office of the Company during business Rs ours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

Payment of Remuneration / Commission to Directors from Rs olding or SubsidiaryCompanies

None of the managerial personnel i.e. Managing Director and Whole time Directors of theCompany are in receipt of remuneration/commission from the Rs olding or SubsidiaryCompanies of the Company.

Auditors and Reports:

The matters related to Auditors and their Reports are as under:

Observations of Statutory Auditors on Accounts for the Year Ended 31st March 2015

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2015 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

Secretarial Audit Report for the Year Ended 31st March 2015

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi andAssociates Company Secretaries Rs as been appointed as Secretarial Auditors to issueSecretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates Company Secretaries inForm MR-3 for the financial year 2014-15 forms part to this report. The said report doesnot contain any observation or qualification requiring explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.

Appointment of Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s K. N. Gutgutia Chartered Accountants the Statutory

Auditors of the Company Rs old office upto the conclusion of the ensuing AnnualGeneral Meeting. The Auditors Rs ave furnished to the Company certificate under Section139 of the Act totheeffectthattheirappointmentifmadeshallbeinaccordance with theprescribed conditions and that they are eligible to Rs old the office of Auditors of theCompany and also their consent to Rs old the office of Auditors of the Company. The Boardrecommends the appointment of M/s K. N. Gutgutia Chartered Accountants as the StatutoryAuditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Noticeof AGM for seeking your approval.

Extract Of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2015 made under the provisionsof Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

Conservation of Energy Technology Absorption And Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure III which forms part of this Report.

Annual Report on Corporate Social Responsibility

Pursuant to Section 135 and Companies (Corporate Social Responsibility Policy) Rules2014 of the Companies Act 2013 Annual Report on CSR is attached to this report asAnnexure IV.

Management’s Discussion and Analysis

A detailed review of the operations performance and future outlook of the Company andits business is given in the Management’s Discussion and Analysis which is attachedand forms part of this Report.

Corporate Governance

The Company is committed to uphold the values of transparency integrityaccountability and ethical corporate citizenship across all its business activities. Thiscommitment lays down the foundation of its governance practices which focus on creatingsustainable value for the stakeholders.

The Company Rs as laid down Code of Conduct to which the board and senior management Rsave affirmed compliance. The Code is displayed on the official website of the Company atwww.itlindia.com.

The Company Rs as complied with the provisions of Corporate Governance requirements asstipulated under Clause 49 of the Listing Agreement. A separate section on CorporateGovernance forming part of the Directors’ Report and the certificate from aPracticing Company Secretary confirming the compliance of Corporate Governancerequirements is attached with the Corporate Governance Report.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/ associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board
Place: Kolkata Arvind Kajaria Sharad Kajaria
Date: 27th May 2015 Managing Director Whole-time Director
(DIN No. 00106901) (DIN No. 00108036)

Registered Office:

CIN: L24133MH1996PLC197857

A-502 Prathamesh Raghuvanshi Mills Compound

Senapati Bapat Marg Lower Parel (W)

Mumbai – 400 013

Tel: 022 2491 2123 Fax: 022 2490 3123

Email: intrasoft@itlindia.com Website: www.itlindia.com