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Directors Report of Intense Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2015.

1. Financial Results

The Company's financial performance, for the year ended 31st March, 2015 is summarized below:

(Rs. in Lakhs)

Particulars Standalone

2014-2015 2013-14

Gross Revenues 4,948.08 4,679.24

Total Expenditure 4,145.99 3,435.20

Profit before tax 802.09 1,244.04

Tax Expense 136.40 119.25

Profit after tax 665.69 1,124.79

Earnings per share

Basic EPS (Face Value Rs. 2/- each) 3.45 5.83

Diluted EPS (Face Value Rs. 2/- each) 3.09 5.30

Particulars Consolidated

2014-2015

Gross Revenues 4,860.31

Total Expenditure 4,354.32

Profit before tax 505.99

Tax Expense 136.40

Profit after tax 369.59

Earnings per share

Basic EPS (Face Value Rs. 2/- each) 1.92

Diluted EPS (Face Value Rs. 2/- each) 1.72

2. Review of Operations

During the year under review, your Company registered a gross revenue of Rs. 4,948.08 Lakhs (previous year Rs.4,679.24 Lakhs) and a Profit Before Tax of Rs. 802.09 Lakhs (previous year Rs. 1,244.04 Lakhs).

The highlight for the year was the conclusion of a multi-year, multi-country, global price agreement with one of the largest communications solutions providers of the world. This opens new opportunities for our solution across all worldwide locations of this Fortune 500 enterprise. We also maintained market leadership in South Asia for our UniServe™ solutions. Our increased sales investments in Europe and both the Americas, while affecting our margins for the current year, have been instrumental in building a strong sales pipeline for the forthcoming period. We now have customers in all the four continents and are actively exploring new opportunities jointly with large SIs and local partners.

3. Future Outlook

Digital Transformation across large enterprises is a global phenomenon now. Our UniServe™ platform, in the past year, has successfully proven its capability as an accelerator to this transformation process. Additionally, with the aforementioned global price agreement in place now, we will endeavor to reach out to all global locations of the enterprise and conclude new opportunities. In the forthcoming year we are also launching our cloud platform to pursue new revenue opportunities in the large SMB segment in India.

Long sales cycles are inherent to enterprise-scale solutions and with our limited sales network in the past, we haven't been successful in building a pipeline robust enough to deliver substantial quarter on quarter numbers. We are in the process of correcting this anomaly by buttressing our global sales teams who are already in the process of building a strong sales pipeline. This, along with the assured periodic annuity from our existing engagements, we believe, will allow us to deliver consistently over a quarterly basis, within the next couple of years. Furthermore, our pursuit of global opportunity should also improve profitability as our margin realization has been superior on our export earnings. The Government is a large purchaser of technology solutions and we are also focused on opportunities in this sector.

4. Change in the nature of business

During the year the company has not changed its business.

5. Dividend

In order to conserve its financial resources to meet its growth plan, your Board could not recommend any dividend for the year under review.

6. Reserves

The Company has not proposed for transfer any amount to Reserves during the financial year and proposes to retain Rs. 244,700,331/- in the Profit and Loss Account.

7. Finance

Cash and cash equivalents as at March 31st 2015 were Rs. 234,108,666/-. The company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

During the year, there was no

a. Issue of shares with differential rights;

b. Issue of sweat equity shares;

c. Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees

However, Your Company has issued Employee Stock Options and the details are enclosed in Annexure - VII.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. V. S. Mallick and Mr. K. S. Shanker Rao retire by rotation and being eligible, offer themselves for reappointment.

Mr. Navajyoth Puttaparthi has been appointed as the Company Secretary with effect from 24th October, 2014.

10. Meetings

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A calendar of meetings is prepared and circulated in advance to all the Directors.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

The Independent Director(s) have submitted the declaration of independence pursuant to Section 149(7) of the Act stating that he/she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes and director's independence. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration

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

Remuneration to Directors: 2014-15 (Rs.)

(a) Managing Director - Salary 6,000,000

- Perquisites -

(b) Whole Time Director - Salary 6,000,000

- Perquisites -

Remuneration to Directors: % on total salaries

(a) Managing Director 2.24%

-

(b) Whole Time Director 2.24%

-

B) Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - III.

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

14. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure - IV [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement].

The Company has three Wholly Owned Subsidiary Company (WOS):

(1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (UAE).

(2) "Intense Technologies INC" in Florida, United States of America (USA).

(3) Intense Technologies UK Limited in 200 Brook Drive, Green Park, Reading RG2 6UB, United Kingdom (UK).

The Company has one Branch:

Intense Technologies Ltd in 9, Temasek Boulevard, # 19-05, Suntec Tower Two, Singapore - 038989.

There were no commercial operations in Intense Technologies INC and Intense Technologies UK Limited during the financial year 2014-15.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

15. Statutory Auditors

M/s Srinivas P & Associates, Chartered Accountants, Independent Auditors of the Company were appointed in the last Annual General meeting for a period of three years till conclusion of Twenty Seventh Annual General Meeting. The resolution relating to ratification of the appointment is put to ratification by members in the ensuing 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 not call for any further comments.

17. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the Financial Year 2014-15.

18. Secretarial Audit Report

A Secretarial Audit Report given by M/s Puttaparthi Jagannatham and Co., Company Secretaries, is annexed with the report. The delays in ROC filings were due to non availability of the signatory and objectives were however met. The self explanatory statement on CSR expenditure and Secretarial Audit has been mentioned at the relevant paras. The report is self-explanatory and do not call for any further comments and is enclosed as Annexure - V.

19. Internal Audit Controls and their adequacy

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

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with 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 are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

21. Issue of employee stock options

Employees Stock Option Plan As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - VII.

22. Whistle Blower Policy

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

23. Risk Management And Insurance

The Company has established Risk Management Process to manage risks with the objective of maximizing shareholders value.

All the properties of your Company have been adequately insured. Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake.

24. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return is annexed as Annexure - I.

25. Material changes and commitments

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the company.

26. 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

No such orders were passed against the Company.

27. Deposits

The company has not accepted any fixed deposits from the public.

28. Particulars of loans, guarantees or investments under Section 186

(i) Details of Loans: No Loans were made during the Financial Year 2014 -15.

(ii) Details of Investments: The details of the Investments in equity shares in other listed entities aggregating to Rs. 37,343/- of the Company are given in Notes to the Financial Statements.

(iii) Details of Guarantee / Security Provided

Date of providing SL security/ Details of recipient Amount (Rs.) No guarantee

1 15.01.2010 BSNL, MH Telecom 506,660

2 07.01.2010 BSNL, MH Telecom 506,660

3 17.09.2014 BSNL, Patna 11,542



SL Purpose for which the security / guarantee No is proposed to be utilized by the recipient

1 Bank Guarantee

2 Bank Guarantee

3 Bank Guarantee

29. Particulars of contracts or arrangements with related parties

As a matter of policy, your Company carries out transactions with related parties on an arms' length basis. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Statement of these transactions is given in other explanatory information attached in compliance of Accounting Standard No. AS-18.

30. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement shall be annexed with the report.

31. Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure - VI.

32.Statutory Disclosures

In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

33. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohi- bition and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has constituted "Internal Complaints Committee" as required under Section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013.

This committee consists of following members:

Ms. V. Madhumathi

Ms. Drishti Chhabria

Ms. H. C. Madhavi

During the year under review, no complaint of harassment at the workplace was received by the Committee.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy :

The Company's core activity is information technology and services related which is not power intensive. The Company is making every effort to conserve the usage of power.

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

1. Efforts, 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 and qualitative products.

ii) Upgrade of existing products.

3. Future plan of action:

Intense will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new 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)

2014-15 2013-14

1 Foreign Exchange Earnings

FOB Value of Goods exported 2,727.95 2,170.94

2 Foreign Exchange Outgo

Travelling 221.48 217.08

Other expenditure incurred 96.89 83.18

Transferred to Singapore Branch 106.03 0.58

Transferred to Subsidiaries 337.82 121.20

35. Corporate Social Responsibility (CSR)

The Company has constituted the CSR committee as per the CSR Policy Rules and has identified the Education, Health, Environment, Rural Development and Disaster Relief, if any as the focus areas for CSR activities.

The Company could not spend all the earmarked money because of the problems in identifying the areas and beneficiaries. However, the unspent amount in the year 2014-15 is proposed to be spent during the current year 2015-16 and the next years.

The Disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are enclosed with this report as Annexure - II.

36. Human Resources

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

37. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Bombay Stock Exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2015 -16.

40. Depository System

Members are aware that your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE781A01025.

41. Acknowledgements

Your Directors' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, and shareholders for their continued support. Your Directors' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

Place: Secunderabad C. K. Shastri Jayant Dwarkanath Date: 13th August,2015 Chairman & Managing Whole Time Director Director


Mar 31, 2014

Dear Members,

The Directors have pleasure to present the 24th Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

Financial Highlights:

(Rs. in lakhs) Current Year Previous Year 2013-14 2012-13 Revenues:

Income from Operations 4,318.48 3,244.50 Other Income 360.76 198.42

Gross Revenues 4,679.24 3,442.92

Expenditure:

Employees Cost 2,080.87 1,601.38

Other Expenditure 1,222.24 1,201.87

Depreciation & Amortisation 132.09 94.46

Total Expenditure 3,435.20 2,897.71

Profit before tax 1,244.04 545.21 Tax Expense 119.25 9.60

Profit after tax 1,124.79 535.61

Earnings per share

Basic EPS (Face Value Rs. 2/- each) 5.83 2.80

Diluted EPS (Face Value Rs. 2/- each) 5.30 2.69

Review of Operations

During the year under review, your Company registered a gross revenue of Rs. 4,679.24 lakhs - a 36% increase over previous year revenue of Rs. 3,442.92 lakhs and a profit before tax Rs. 1,244.04 lakhs - an increase of 128% over previous year profit of Rs. 545.21 lakhs.

While we consolidated our leadership position in South Asia by adding customers for both our uniserve Onboard and uniserve 360 solutions in Bangladesh, the highlight certainly was adding three new global marquee customers for our new uniserve CorpCare Solution. With these new customers spread across Europe and South America, uniserve CorpCare has now opened the western markets for us. Our focus on the Middle East and African region is also beginning to bear fruit with 30% revenue contribution from this region alone.

Another highlight of the past year was the focus on building a robust sales pipeline through extensive business development activity and work is apace to convert these leads to confirmed revenue this year.

Sales Marketing & Distribution

Over 50% of our revenue in the past year was from the overseas market. Our margin realization in this markets is also superior to our realization from the Indian market. The forthcoming fiscal will have us focus more intently in building business opportunities in these new markets. We have already strengthened our MEA team by posting our solution consultants in-country. These consultants will in turn, support and train all our partner sales force. An industry veteran has also been recruited to focus on the South East Asian markets and establish local partnerships there. Senior sales associates have already been recruited for North and South Americas and Western Europe. It will be our endeavour to see that the sales pipeline that is being built is effectively covered by local sales professionals.

Mr. Anil Kumar Vengayil, a successful telecom industry veteran, has joined our team to head global sales. Anil brings with him an experience of driving business for both start-ups and industry leading enterprises alike.

Government is a large consumer of IT applications and services. While actively contributing to our international expansion this year, Anil will also closely work with our local teams to focus on opportunities in the government sector.

As we foray into the global markets, brand recognition will be critical to our success. A series of initiatives to demonstrate our experience and thought leadership in our domain are already in progress. These will certainly boost our digital image and make our solutions easily identified. We are actively engaged with leading analysts from Gartner; Forrester and TM Forum and have already been mentioned in their publications.

To cater locally to our expanding list of global customers, we now have sales offices outside India in Singapore, U.A.E, U.S.A and U.K. We will soon commence our UK operations too. Systems Integrators like IBM, TCS, Wipro and Infosys have played a big role in our growth. We have now devised a specific alliance program to work more closely with these partners and build an opportunity pipeline with all their captive customers.

Future Outlook

Digital Transformation across large enterprises is a global phenomenon now and already have had success in this space in the past year with our uniserve framework. With sales recruitments and business development activity being focused around the international markets, we envisage our export contribution to climb beyond the current levels. This should also improve profitability as our margin realization has been superior on our export earnings. With specific focus this year in pursuing opportunities in the Government sector, we hope to grow our domestic footprint too.

Subsidiary Companies

The Company has incorporated the following Wholly Owned Subsidiary Company (WOS) during the year: (1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E). (2) "Intense Technologies INC" in Florida, USA. There were no commercial operations in any of the above two subsidiaries during the financial year 2013-14.

Share Capital

During the year under review, the Company had allotted 1,42,500 equity shares of Rs. 2/- each on the exercise of the options granted to Mr. Jayant Dwarkanath(1,25,000 shares) and Mr. Chandrashekar Balaraman (17,500 shares), employees of the Company under Fortune Employees Stock Option Plan 2005.

Consequently the paid up share capital of the Company is increased from 1,91,37,882 equity shares of Rs. 2/- each aggregating to Rs. 3,82,75,764 to 1,92,80,382 equity shares of Rs. 2/- each aggregating to Rs. 3,85,60,764.

Dividend

In order to conserve its financial resources to meet its growth plan the Company did not recommend any dividend for the year under review.

Internal Control Systems and their adequacy

Your company remains committed to ensuring an effective internal control environment that provides assurance on the efficiency of operations and security of assets. In the networked IT environment of your company, validation of IT Security continues to receive focused attention of the internal audit team which includes Finance, Legal and IT specialists.

Human Resource Management, Branding and Quality

Your company has a unique talent brand which is in strong alignment with your Company''s vision. The Company''s human resource management systems and processes are designed to empower employees and enable them to adopt innovative approaches to creating enduring value for its products.

Corporate Social Responsibility and Governance

Your Company believes that Corporate Social Responsibility delivered in the context of its business makes it more effective, impactful, scalable and sustainable.

Deposits

The company has not accepted any fixed deposits from the public.

Auditors

M/s Srinivas P & Associates Chartered Accountants, Independent Auditors of the Company who retire at the forthcoming Annual General Meeting and who have confirmed their eligibility and qualification as statutory auditors of the company, are proposed for appointment for a period of 3 years in accordance with provisions of Companies Act, 2013.

Directors

1. In accordance with the Companies Act, 2013, Mr. Tikam Sujan retires by rotation and being eligible, offers himself for reappointment.

2. In respect of Mrs. V. Sarada Devi, Mr. R Pavan Kumar, Mr. K. S. Shanker Rao and Mr. V.S. Mallick, the Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

1) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper application relating to material departures, if any;

2) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

3) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4) Prepared the Annual Accounts on a going concern basis.

Risk Management and Insurance

All the properties of your Company have been adequately insured. The Company from time to time has been conducting exercises on Risk Management and minimization procedures. This has been need based and being done by internal Management.

Corporate Governance

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors'' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

Personnel

The details of Persons/ Directors who were in receipt of remuneration in excess of limits specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975, is specified below:

S.No. Name of the Designation Amount Per Month Person /Director 1. C.K.Shastri Chairman & Managing Director Rs. 5,00,000/-

2. Jayant Dwarkanath Director Rs. 5,00,000/-

Energy, Technology and Foreign Exchange

Additional information in terms of Section 217 (1) (e) of the Companies Act, 1956, is annexed hereto Annexure - I

Employees Stock Option Plan

As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - II

Depository System

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE781A01025.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under 49 of the listing agreement with Stock Exchange, is annexed hereto Annexure - III

Stock Exchange Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange, Mumbai and the Company confirms that it has paid Annual Listing Fees due to the Stock Exchange for the year 2013-14.

Acknowledgements

Your Directors'' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, and shareholders for their continued support. Your Directors'' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

C.K.Shastri Chairman & Managing Director

Place: Secunderabad Date: 29th May, 2014


Mar 31, 2012

The Directors' have pleasure in presenting the Twenty Second Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March 2012.

Sales, Marketing and Distribution:

Partnerships and alliances is our chosen way to penetrate markets and reach customers. Our products are ready to be hosted on cloud and we have entered into partnerships with leading system integrators to host our products on their cloud platform. Having stated thus, we are also investing in direct sales resources in all the markets that we wish to be in to demonstrate our commitment toward that region. The Company has also initiated steps to engage partners in Middle East, Africa and the US. On the product front, we will shortly launch a single framework for all our products to reduce time for deployment and enable greater flexibility to customers.

The Company will participate in relevant events and conferences to strengthen the brand name in India and overseas. The Company's brand building efforts will cover Social Media Marketing as a big initiative. The Company believes that these initiatives will contribute to higher revenues, and assist in attracting and retaining good talent.

Future outlook:

Today the Company enjoys good customer reference base, which can be leveraged to replicate the domestic success across the globe. The focus would be on business development efforts in the Middle East, Africa and the USA. The Company expects increased traction for its products from enterprises of all sizes and scales. The hosted model, flexible pricing should improve the affordability and help enterprises gradually scale their operations with our products and support.

The Company is consciously working on enabling all its solutions for the Cloud. All leading system integrators are seeking to host our products on their cloud platforms, and these should additionally augment our sales pipeline and reflects a promising and robust growth.

Dividend:

The Company could not recommend any dividend for the year under review.

Utilization of Proceeds of Funds raised:

In terms of Clause 41 of the Listing Agreement with the Stock Exchanges where the shares of the company are listed, the details of utilization of proceeds of funds raised during the years 2007-08 & 2009- 2010 by issue of shares to QIB's and on preferential basis to specified persons / entities are as follows:

Directors:

P.Anil Kumar and Tikam Sujan, Directors of the company, retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Deposits:

The Company has not accepted any public deposits during the year under review.

Insurance & Risk Management:

All the properties of your Company have been adequately insured. The Company from time to time has been conducting exercises on Risk Management and minimization procedures. This has been need based and being done by internal Management.

Internal Audit/ Internal Control Systems and their adequacy:

The internal controls of the Company are operated through an exhaustive system of internal checks and balances involving interdependencies of job responsibilities, which ensure that there are joint discussions and approvals before any financial commitments are made. The Company also has an outside internal audit system commensurate with its size and nature of its business.

Auditors:

Srinivas P. & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility and willingness to accept office, if reappointed.

Energy, Technology and Foreign Exchange:

Additional information in terms of Section 217 (1) (e) of the Companies Act, 1956, is annexed hereto (Annexure-I).

Particulars of Employees:

There were no employees who were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Employees Stock Option Plan:

As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan B 2007, Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - II

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, a report on Management Discussion & Analysis is set out as Annexure- III to this report.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of your company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv). The Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditors' Certificate thereon as per Clause 49 of the Listing Agreement is enclosed and forms part of this Annual Report.

Stock Exchange Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and the Company confirms that it has paid Annual Listing Fees due to the Stock Exchange for the year 2011-12. The shares of the Company got delisted from The Calcutta Stock Exchange Limited w.e.f 8th February, 2012.

Acknowledgments:

Your Directors' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, and shareholders for their continued support. Your Directors' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

C.K.Shastri

Place: Secunderabad Chairman & Managing Director

Date: 31st August 2012


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March 2010:

Financial Highlights

(Rs. in Lakhs)

Current Year Previous Year

2009-2010 2008-2009

Gross Revenue 1135.00 1918.93

Total Expenditure 1815.96 1867.50

Financial Expenses 4.43 3.79

Operating Profit/(Loss) (685.39) 47.64

Review of Operations:

During the year your Company registered gross income of Rs.1135.00 lakhs (previous year Rs.1918.93 lakhs). The company recorded an operating loss of Rs. 685.39 lakhs as against an operating profit of Rs.47.64 lakhs in the previous year.

The revenues of the year have not been in line with our plans and expectations owing to the affects of the global downturn and a recessive environment. While we have ramped up our people strength in line with our plans, we have experienced several enterprises resorting to deferment on their IT investments. The telecom sector continues to be the major source of our revenues followed by the Insurance sector. The management has taken into cognizance the need to replicate the successes in telecom across all other verticals like Banking, Insurance, Utilities, Government and Manufacturing verticals.

Our investments on people are magnified due to the poor revenues, thus affecting the bottom line. However, the Company is confident of achieving its mission of becoming the top solutions provider in its chosen space. The Company has top Indian enterprises as its customers today and enjoys healthy partnerships with global Systems Integrators. Leveraging our existing customers along with partnerships should yield better revenues in the future.

Towards the end of the financial year 2009-10, we have noticed the optimism coming back to the overall business environment. The management also analyzed the costs and steps have already been taken to rationalize costs and optimize on the most-dependable resources.

Sales, Marketing and Distribution:

Being in the enterprise products space, marketing is critical to improve the proliferation of the Intense brand and its offerings. Partnerships and alliance are the fastest way to penetrate markets and reach customers. However, even our partnerships have experienced a pause in their revenue flows owing to the global downturn.

Our partnerships with global Systems Integrators, office automation vendors and technology resellers are showing improved traction for our products. The Company has also initiated steps to strike partnerships for the US geography. Substantial progress has been already made on this front. On the product front, the Company has already taken steps to integrate its products with SAP and other ERP solutions. This would strengthen the products attractiveness for the Manufacturing verticals. On the pricing front, the Company has created flexible and innovative pricing models. This would make our products affordable to medium enterprises and would also encourage large enterprises. The Company will continue to support the efforts in selling the products, strengthen the brand name in India and abroad. The Company will focus more on developing and maintaining a proper brand image and undertake a number of activities that will aim at enhancing brand recognition.

The Companys brand building efforts will cover placed articles across the web and promotional programs and participation in industry workshops and tradeshows. The Company believes that these initiatives will contribute to higher revenues, and assist in attracting and retaining good talent.

- New geographies, newer customers

- Existing customer, enhanced products

- Product proliferation in the customer business ecosystem.

Future outlook:

With the downturn receding in all the global markets, stability and certainty are bound to come. The Company is already experiencing signs of optimism from its prospective customers. That said, the Companys success with enterprise customers reflects a promising and robust growth. The fact that the Company is a leader in the customer communications management space in Indian telecom vertical and has covered significant ground in the Insurance vertical is in itself an indication of the business.

Today the Company also enjoys good customer reference base, which can be leveraged to replicate the domestic success across the globe. The focus would be to take our products to Middle East, Africa and Asia Pacific. The Company expects increased traction for its products from enterprises of all sizes and scales. The flexible pricing models should improve the affordability and help enterprises gradually scale their operations with our products and support.

Dividend:

The Company could not recommend any dividend for the year under review.

Utilization of Proceeds of Funds raised:

In terms of Clause 41 of the Listing Agreement with the Stock Exchanges where the shares of the company are listed, the details of utilization of proceeds of funds raised during the year 2007-08 by issue of shares to QIBs and on preferential basis to specified persons / entities are as follows:

(Rs. in lakhs)

2009-10 2008-09

Opening Balance 1569.99 2818.54

Funds raised 108.00 -

Total - A 1677.99 2818.54

Less: Funds utilized

Capital Expenditure 106.95 188.30

Advance for Capital Works 21.69

Revenue Expenditure 99.61 1038.56

Total Utilized Total - B 206.56 1248.55

Unutilized (Bank Deposits) 1471.43 1569.99

Directors:

Mrs. V. Sarada Devi and Mr. P. Pavan Kumar Directors of the company, retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Deposits:

The Company has not accepted any public deposits during the year under review.

Insurance & Risk Management:

All the properties of your Company have been adequately insured.

The Company from time to time has been conducting exercises on Risk Management and minimization procedures. This has been need based and being done by internal Management.

Internal Audit/ Internal Control Systems and their adequacy:

The internal controls of the Company are operated through an exhaustive system of internal checks and balances involving interdependencies of job responsibilities, which ensure that there are joint discussions and approvals before any financial commitments are made.

Auditors:

M/s. Srinivas P. & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility and willingness to accept office, if reappointed.

Energy, Technology and Foreign Exchange:

Additional information in terms of Section 217 (1)(e) of the Companies Act, 1956, is annexed hereto (Annexure-I).

Particulars of Employees:

The following employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

SI. Name of the Employee Salary p.m. No. Designation Rs.

1 Mr. C.K.Shastri 2,50,000 Managing Director

2 Mr. Jayant Dwarkanath 2,50,000 Whole time Director

3 Mr. Srinivas Tangirala 2,25,000 Sr. Vice President - Product Engg.

4 Mr. N.N. Venkata Vithal 3,06,000 Chief Operating Officer

Employees Stock Option Plan:

During the year your Company had obtained the approval of the shareholders in their Extraordinary General Meeting held on 19th May, 2009 for introducing two new Employees Stock Option Schemes - Intense Employees Stock Option Plan Scheme A 2009 and Scheme B 2009.

As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan B 2007, and Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - II

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, a report on Management Discussion & Analysis is set out as Annexure- III to this report.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of your company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditors Certificate thereon as per Clause 49 of the Listing Agreement forms part of this Annual Report.

Stock Exchange Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and the Calcutta Stock Exchange Association Limited. The Company confirms that it has paid Annual Listing Fees due to both the Stock Exchanges for the year 2009-2010.

Acknowledgments:

Your Directors convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, Software Technology Parks and shareholders for their continued support. Your Directors place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

C.K.Shastri Chairman & Managing Director

Place: Secunderabad Date : 25th August 2010

 
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