Mar 31, 2018
Directors'' Report
To The Shareholders IntraSoft Technologies Limited
We are pleased to present the Twenty Third Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31 March 2018.
financial statements & results a. Financial Results:
The consolidated and standalone performance during the year ended 31 March 2018 as compared to the previous financial year is summarized below:
: consolidated financials Amount (Rs, in Lacs)
Particulars |
2017-18 |
2016-17 |
Total Income |
117,497.66 |
94,575.60 |
Profit before Interest and Depreciation |
2,414.36 |
2,421.88 |
Less : Finance Cost |
264.33 |
355.53 |
Less : Depreciation |
195.57 |
187.44 |
Profit before Tax |
1,954.46 |
1,878.91 |
Less : Provision for Income Tax |
581.31 |
550.63 |
Profit after Tax |
1,373.15 |
1,328.28 |
On Standalone basis, total Income of the Company recorded at Rs, 1,533.53 Lacs in FY 2017-18 against Rs, 1,927.29 Lacs in FY 2016-17. EBITDA is recorded at Rs, 270.53 Lacs in FY 201718 against Rs, 631.51 Lacs in FY 2016-17. PBT for the financial year under review is recorded at Rs, 119.90 Lacs against Rs, 424.21 Lacs in FY 2016-17 . The net profit for the financial year under review is Rs, 125.02 Lacs as compared to 394.36 Lacs of the previous financial year.
b. Business:
The performance of the company and its subsidiaries during the financial year 2017-18 was remarkable. Our total consolidated income (including Other Income) for the financial year under review is Rs, 117,497.66 Lacs, as compared to Rs, 94,575.60 Lacs in the previous financial year, registering a growth of 24.24 % year-on-year in INR terms. The Consolidated Net Profit for the financial year under review increased by 3% to Rs, 1,373.15 Lacs from Rs, 1,328.28 Lacs during the previous financial year. Hence we are growing overall market share in the Sellers'' market. Revenue from operations increased by 30% in constant currency terms and 25% in INR terms to '' 116,986.78 Lacs. 123Stores, the e-commerce business, continued it growth momentum and remained the major revenue generator for the group. Year 2017 was another year of strong growth for the U.S. e-commerce market, as consumers continued to shift their retail spending from the traditional brick-and-mortar to online. As per U.S Department of commerce, online retail sales grew by 16.4% in 2017, the highest since 2011, comprising 13% of total retail sales, while offline retail sales grew by just 1.9% for the year. 123Stores grew by 31% during 2017 clearly outpacing the 16.4% growth for online retail growth and 18% for the Top 1000 retailers, hence increasing its market share. During the year, 123Stores added more products from existing vendors, increasing their share of vendor''s wallet.
This has been the year where the company also improved its working capital efficiency and reduced its working capital cycle from 18 days to 15 days, led primarily by optimizing inventory performance and optimizing ordering system management. The Company also worked on increasing automation levels enabled by scalable technology platform, coupled with a demand forecasting engine and auto replenishment software. The Company''s focus on increasing operational efficiencies by leveraging technology and optimizing processes increased efficiencies and resulted in a new high in the revenue per employee trends. Going forward, the company aims at increasing vendors'' credit, the process for which has started during the end of the financial year 2017-18. This should lead to improved working capital cycle and cash flow generation in the coming years.
Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.
disclosure of internal financial controls
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
disclosure of orders passed by regulators or courts or tribunal
Your Directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.
particular of contracts or arrangement with
RELATED PARTIES
All contracts / arrangements / transactions entered into by the Company during the financial year with its wholly owned subsidiaries were in the ordinary course of business and at an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material related party transaction in accordance with the policy of the Company on related party transactions read with SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy on related party transactions as approved by the Board may be accessed on the Company''s website www.itlindia.com.
Your Directors draw attention of the members to Note no. 28 of Standalone financial statements which sets out disclosures on related parties and transactions entered into with the said parties.
particulars of loans, guarantees, investments and securities
Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in Note nos. 6, 7, 8 and 26 of standalone financial statements.
SHARE CAPITAL
During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a)(ii) and Section 54(1)(d) of
There was no change in the nature of the business of the company, during the year under review.
c. Performance of Subsidiaries, Associates and Joint Venture companies
The Company has three wholly owned subsidiaries and two step down subsidiaries as on 31 March 2018 viz. 123Greetings. com, Inc (USA), IntraSoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) wholly owned subsidiaries and 123Stores, Inc (USA), wholly owned subsidiary of IntraSoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the E-Commerce business by consolidating all operations related to E-Commerce and online greeting activities to achieve financial and operational efficiencies.
In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2018 is attached and marked as Annexure I (FormAoc-1) and forms part of this Report.
appropriations a. Dividend
The Board of Directors of the Company has recommended a final dividend of Rs, 2/- (20%) (previous year Rs, 2/- per equity share) per equity share of face value of Rs,10/- for the financial year 2017-18, which if approved would absorb Rs, 355.20 Lacs including dividend distribution tax of Rs, 60.56 Lacs (Previous year Rs, 354.61
Lacs including dividend distribution tax of Rs, 59.98 Lacs).
b. Transfer to Reserves
The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Profit and Loss account.
financial statements as per ind-as.
Financial Statements for the year ended 31 March 2018 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have become applicable to the Company for the accounting period beginning on 01 April 2017. Consequently, Financials for the period ended 31 March 2017 have been restated as per requirements of the said notification to comply with IND-AS.
deposits
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of
disclosures related to board, committees and policies:
a. Board Meetings
The Board of Directors met 5 (Five) times during the financial year 2017-18 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.
b. Director''s Responsibility Statement
I n terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2018, the Board of Directors hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii. such accounting policies have been selected and applied consistently and the Directors 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 as at 31 March 2018 and of the profit of the Company for that year;
iii. proper and sufficient care was taken 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;
iv. the annual accounts of the Company have been prepared on a going concern basis;
v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
c. committees of the Board
There are five Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. The other Committee named as Business Advisory Committee was constituted during the year. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company.
the Companies Act, 2013 read with relevant rules are not required to be furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.
matters related to directors and key managerial personnel:
a. Board of Directors & Key Managerial Personnel
The tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director of the Company expired on 31 March 2017. The Board of Directors of the Company at its Meeting held on 18 March 2017, subject to the approval of the shareholders, re-appointed Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director of the Company for a further term of 3 (three) years with effect from 01 April 2017. The said Appointments of Mr. Arvind Kajaria as Managing Director and of Mr. Sharad Kajaria as Whole-time Director was approved by shareholders of the Company in the Annual General Meeting held on 22 August 2017.
The Board of Directors at its Meeting held on 18 March 2017 had also appointed Mr. Ashok Bhandari as Director in the category of an Independent Director of the Company w.e.f. 18 March 2017. The said Appointment of Mr. Ashok Bhandari as Independent Director was also approved by the shareholders in the Annual General Meeting held on 22 August 2017.
I n accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind Kajaria shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.
b. Declaration by Independent Directors
The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of the independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There has been no change in the circumstances which may affect their status as Independent director during the year.
c. company''s Policy on Director''s appointment and remuneration
The Board has as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial personnel and their remuneration. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.
achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
payment of remuneration / commission to directors from holding or subsidiary companies
None of the managerial personnel i.e. Managing Director and Whole-time Director of the Company are in receipt of remuneration/ commission from the Subsidiary Companies of the Company.
auditors AND reports:
The matters related to Auditors and their Reports for the year ended 31 March 2018 are as under:-
a. observations of statutory Auditors on Accounts for the Year ended 31 March 2018:
There are no observations of the Statutory Auditors in their report for the financial year ended 31 March 2018.
b. secretarial Audit Report:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report in the Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2017-18. Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2017-18 forms part of this report.
c. Auditors:
The Auditors, Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting held on 08 September 2016, for consecutive term of 5 (five) years i.e. to hold office up to the conclusion of the 26th Annual General Meeting of the Company. As per Companies Amendment Act, 2017, henceforth, ratification of the Appointment of Auditor is not required in the every Annual General Meeting during their tenure.
d. Fraud Reporting:
During the year under review, there were no serious frauds..
extract of annual return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format for the financial year ended 31 March 2018 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 Companies Act, 2013 read with Rule 8 of the
Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website www.itlindia.com.
poLiciEs a. Vigil Mechanism Policy for the Directors and Employees
The Board of Directors of the Company have pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
b. Risk Management Policy
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
annual evaluation of directors, committee and board
The Board of Directors has carried out annual evaluation of its own performance, Committees of the Board and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement), Regulation 2015 ("SEBI Listing Regulation").
A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on
management''s discussion and analysis
A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis which is attached and forms part of this Report.
corporate governance report
The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.
The Company has laid down Code of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.
The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretary pursuant to the said Regulation is attached with the Corporate Governance Report.
acknowledgements and appreciation
Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/ associates and financial institutions for their consistent support and encouragement to the Company.
Companies (Accounts) Rules, 2014 in respect of conservation 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 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to spend any amount towards Corporate Social Responsibility activities.
The Annual Report on CSR as required to be disclosed under the above mentioned rules for the Financial Year 2017-18 is attached to this report as Annexure IV.
particulars of employees AS per section 197 read with rule 5 of the companies (appointment & remuneration of managerial personnel) rules, 2014
The information required pursuant to Section 197 read with Rule
5 (1) and 5 (2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure V.
disclosures under the sexual harassment of women at workplace (prevention, prohibition and REDRESSAL) act, 2013
The Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.
For and on behalf of the Board
arvind kajaria sharad kajaria
Place : Kolkata Managing Director Whole-time Director
Date : 28 May 2018 (DIN No. 00106901) (DIN No. 00108036)
REGISTERED OFFICE: CIN: L24133MH1996PLC197857
A-502, Prathamesh,
Raghuvanshi Mills Ltd. Compound,
Senapati Bapat Marg,
Lower Parel (W),
Mumbai - 400 013
Tel: 022 4004 0008
Fax: 022 2490 3123
Email: [email protected]
Website: www.itlindia.com
Mar 31, 2017
To The Shareholders IntraSoft Technologies Limited
We are pleased to present the Twenty Second Annual Report of IntraSoft Technologies Limited (âthe Company") together with the Audited Financial Statements for the financial year ended 31 March 2017.
Financial Statements & Results
a. Financial Results:
The consolidated and standalone performance during the year ended 31 March 2017 as compared to the previous financial year, is summarized below:
Consolidated Financials
Amount (Rs. in Lacs)
Particulars |
2016-17 |
2015-16 |
Total Income |
94,646.32 |
72,147.78 |
Profit before Interest, Depreciation and Exceptional Income |
2,501.19 |
1,302.37 |
Less: Finance Cost |
355.53 |
237.05 |
Depreciation |
18744 |
159.55 |
Profit before Tax and Exceptional Income |
1,958 22 |
905.77 |
Exceptional Income |
- |
3,44112 |
Profit before Tax |
1,958 22 |
4,346 89 |
Less Provision for Income Tax |
578 47 |
196 20 |
Profit after Tax |
1,379 75 |
4,150 69 |
On Standalone basis, Total Income of the Company recorded atRs.1925.55 Lacs in FY 2016-17 againstRs.3289.04 Lacs in FY 2015-16. EBITDA is recorded atRs.631.19 Lacs in FY 2016-17 againstRs.952.24 Lacs in FY 2015-16. PBT is recorded atRs.437.76 Lacs againstRs.4059.44 Lacs in FY 2015-16 ( with Exceptional Income ofRs.3441.12 Lacs). The net profit for the financial year under review isRs.401.66 Lacs as compared toRs.3973.96 Lacs of the previous financial year.
b. Business:
1. The performance of the Company and its subsidiaries during the financial year 2016-17 was remarkable. Our total consolidated income for the financial year under review isRs.946,46.32 Lacs as compared toRs.721,47.78 Lacs in the previous financial year, registering a growth of 31% . The consolidated net profit for the financial year under review isRs.13,79.75 Lacs as compared toRs.4,150.69 Lacs in the previous financial year.
123Stores, the online e-commerce business, maintained the growth momentum and is the major revenue generator for the group and witnessed tremendous growth and improvement in all the parameters. Year 2016 was yet another record year for e-commerce in United States and consumers continued to shift their sizable amount of the retail spending towards Internet and Online purchases. In the year 2016, Online retail sales in United States grew 15.6% year-on-year as compared to barely 2.6% in the case of sales from physical stores. We grew by approximately 50% during the calendar year 2016 in United States as compared to overall 22% growth for Web only retailers increasing our market shares year-on-year basis.
The E-Commerce revenue grew by 31% fromRs.716.87 Lacs in FY 2015-16 toRs.939.01 Lacs in FY 2016-17. During the year, the Company further expanded its catalogue by continuously adding products and suppliers and revenue growth was visible across all products categories and healthy mix of products.
The quarter wise number of orders shipped during the financial year was as follows:
During the year, Our primary focus was a structural improvement to the working capital cycle for the business to scale seamlessly and fully realize the growth potential in long term. And it has been a transformational year for us as we generated more thanRs.3500 Lacs of free cash flows enabling us to move to higher levels of growth. Additionally, we repaid at least 50 % of the working capital loans in United States and are a net debt free company on a consolidated basis. The continued improvement in cash flows also reduced finance costs.
Our proprietary technology platform allows us to scale order volumes with minimal human intervention, enabling cost savings as we grow volumes. Increased levels of automation and process optimizations has increased efficiencies and enabled a double digit gain in employee productivity and also helped improve our Inventory turnover ratio.
There was no change in nature of the business of the Company, during the year under review.
c. Performance of Subsidiaries, Associates and Joint Venture Companies
The Company has three wholly owned subsidiaries and two step down subsidiaries as on 31 March 2017 viz. 123Greetings.com, Inc (USA), Intrasoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) wholly owned subsidiaries and 123Stores, Inc (USA), wholly owned subsidiary of Intrasoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the E-Commerce business by consolidating all operations related to E-Commerce and online greeting activities to achieve financial and operational efficiencies.
In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2017 is attached and marked as Annexure I (FormAOC-1) and forms part of this Report.
Appropriations
a. Dividend
The Board of Directors of the Company has recommended a final dividend ofRs.2/- (20%) (previous yearRs.2/- per equity share) per equity share of face value of Rs.10/- for the financial year 2016-17, which if approved would absorbRs.354.61 Lacs including dividend distribution tax ofRs.59.98 Lacs (Previous yearRs.354.61 Lacs including dividend distribution tax ofRs.59.98 Lacs).
b. Transfer to Reserves
The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Profit and Loss account.
Revision of Financial Statements
There was no revision of the financial statements of the Company pertaining to the previous financial years during the year under review.
Deposits
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
Disclosures under Section 134(3)(l) of the Companies Act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.
Disclosure of Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Disclosure of Orders passed by Regulators or Courts or Tribunal
Your Directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.
Particulars of Contracts or Arrangement with Related Parties
All contracts / arrangements / transactions entered into by the Company during the financial year with its wholly owned subsidiaries were in the ordinary course of business and at an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material related party transaction in accordance with the policy of the Company on related party transactions read with SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy on related party transactions as approved by the Board may be accessed on the Company''s website www.itlindia.com.
Your Directors draw attention of the members to Note no. 33 of Standalone financial statements which sets out disclosures on related parties and transactions entered into with the said parties.
Particulars of Loans, Guarantees, Investments and Securities
Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in Note nos. 13 and 14 of standalone financial statements.
Share Capital
During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a) (ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.
Matters Related to Directors and Key Managerial Personnel:
a. Board of Directors & Key Managerial Personnel
During the year, the tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Wholetime Director of the Company expired on 31 March 2017. The Board of Directors of the Company at its Meeting held on 18 March 2017, subject to the approval of the shareholders, re-appointed Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole time Director of the Company for a further term of 3 (three) years with effect from 1 April 2017.
The Board of Directors at its Meeting held on 18 March 2017 also appointed Mr. Ashok Bhandari as Director in the category of an Independent Director of the Company w.e.f. 18 March 2017. Necessary resolution for seeking approval of members for his appointment in the said office is included in the Notice of Annual General Meeting.
The Board recommends re-appointment of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director and appointment of Mr. Ashok Bhandari as an Independent Director of the Company.
During the year, Mr. Pranvesh Tripathi was appointed as Company Secretary and Key Managerial Personnel of the Company with effect from 10 May 2016 in place of Mr. Rakesh Dhanuka.
In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.
b. Declaration by Independent Directors
The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There has been no change in the circumstances which may affect their status as Independent director during the year.
c. Company''s Policy on Director''s appointment and remuneration
The Board has as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Management and their remuneration. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.
Disclosures Related to Board, Committees and Policies:
a. Board Meetings
The Board of Directors met 7 (Seven) times during the financial year 2016-17 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.
b. Director''s Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2017, the Board of Directors hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii. such accounting policies have been selected and applied consistently and the Directors 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 as at 31 March 2017 and of the profit of the Company for that year;
iii. proper and sufficient care was taken 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;
iv. the annual accounts of the Company have been prepared on a going concern basis;
v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
c. Committees of the Board
There are four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website www.itlindia.com.
Policies
a. Vigil Mechanism Policy for the Directors and Employees
The Board of Directors of the Company have pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a âVigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
b. Risk Management Policy
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
Annual Evaluation of Directors, Committee and Board
The Board of Directors has carried out annual evaluation of its own performance, Committees of the Board and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015.
A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
Payment of Remuneration / Commission to Directors from Holding or Subsidiary Companies
None of the managerial personnel i.e. Managing Director and Whole-time Director of the Company are in receipt of remuneration/commission from the Subsidiary Companies of the Company.
Auditors and Reports:
The matters related to Auditors and their Reports for the year ended 31 March 2017 are as under:-
a. Observations of Statutory Auditors on Accounts for the Year ended 31 March 2017:
There are no observations of the Statutory Auditors in their report for the financial year ended 31 March 2017.
b. Secretarial Audit Report:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report in the Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2016-17.
Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2016-17 forms part of this report. As regards the observation made by the Secretarial Auditors for closure of trading window, as given therein none of the designated employees of the Company has traded in the shares of the Company.
c. Appointment of Auditors:
Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting held on 8 September 2016, for consecutive term of 5 (five) years i.e. to hold office up to the conclusion of the 26th Annual General Meeting of the Company subject to the ratification of appointment by the shareholders in each Annual General Meeting of the Company. Necessary item in the notice of the ensuing Annual General Meeting is included to seek approval of members for ratification of appointment of Walker Chandiok & Co. LLP for the financial year 2017-18.
The said Auditors have furnished to the Company certificate under Section 141 that they are eligible to hold the office of Auditors of the Company and also given their consent to hold the office of Auditors of the Company.
d. Fraud Reporting:
During the year under review, there were no serious frauds.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format for the financial year ended 31 March 2017 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation 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 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to spend any amount towards Corporate Social Responsibility activities.
Further, Annual Report on CSR as required to be disclosed under the above mentioned rules for the Financial Year 2016-17 is attached to this report as Annexure IV.
Particulars of Employees as per Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
The information required pursuant to Section 197 read with Rule 5 (1) and 5 (2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure V.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.
Management''s Discussion and Analysis Report
A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which is attached and forms part of this Report.
Corporate Governance Report
The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.
The Company has laid down Code of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.
The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretary pursuant to the said Regulation is attached with the Corporate Governance Report.
Acknowledgements and Appreciation
Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/associates and financial institutions for their consistent support and encouragement to the Company.
For and on behalf of the Board
Arvind Kajaria Sharad Kajaria
Managing Director Whole-time Director
(DIN No. 00106901) (DIN No. 00108036)
Place: Kolkata
Date: 24 May 2017
Registered Office: CIN: L24133MH1996PLC197857
A-502, Prathamesh, Raghuvanshi Mills Ltd. Compound,
Senapati Bapat Marg, Lower Parel (W),
Mumbai - 400 013
Tel: 022 2491 2123 Fax: 022 2490 3123
Email: [email protected] Website: www.itlindia.com
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the Twentieth Annual Report
of the Company together 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 to the previous financial year, is summarized below:
(Rs. in lakhs)
Consolidated
Particulars 2014-15 2013-14
Total Income 34,701.59 15,301.27
Profit before Interest and
Depreciation 907.12 274.35
Less: Finance Cost 76.00 90.20
Depreciation 146.59 402.11
Profit before Tax 684.53 (217.96)
Less : Provision for
Income Tax 88.44 (423.79)
Profit after Tax 596.09 205.83
Add: Balance brought
forward 421.61 888.13
Amount available for
appropriations 1,017.70 1,093.96
Appropriations
Interim Dividend 147.32 -
Proposed Final Dividend 147.32 147.32
Dividend Tax on Interim
and Final dividend 59.44 25.03
Additional Depreciation as
per Companies Act, 2013 49.34 -
Transferred to General Reserve - 500.00
Balance carried to Balance Sheet 614.28 421.61
Standalone
Particulars 2014-15 2013-14
Total Income 3,473.32 2,317.78
Profit before Interest and
Depreciation 776.48 204.40
Less: Finance Cost 59.30 33.26
Depreciation 137.68 394.51
Profit before Tax 579.50 (223.37)
Less : Provision for
Income Tax 78.03 (427.92)
Profit after Tax 501.47 204.55
Add: Balance brought
forward 426.30 894.10
Amount available for
appropriations 927.77 1,098.64
Appropriations
Interim Dividend 147.32 -
Proposed Final Dividend 147.32 147.32
Dividend Tax on Interim
and Final dividend 59.44 25.03
Additional Depreciation as
per Companies Act, 2013 49.33 -
Transferred to General Reserve - 500.00
Balance carried to Balance Sheet 524.36 426.30
Business
The financial results during the year under review reflect the
outstanding performance of the Company and its subsidiaries compared to
year-on-year basis. The total consolidated income for the financial
year under review is Rs. 34,701.59 lakhs compared to Rs. 15,301.27
lakhs of the previous financial year, registering a growth of 127%. The
consolidated net profit for the financial year under review is Rs.
596.09 lakhs as compared to Rs. 205.83 lakhs of the previous financial
year. The total standalone income stood at Rs. 3,473.32 compared to Rs.
2,317.78 lakhs of the previous financial year, registering a growth of
more than 49 %. The Company's net profit for the year under review was
amounted to Rs. 501.47 lakhs as compared to Rs. 204.55 lakhs of the
previous financial year.
123Stores, the online e-commerce business the major revenue generator
witnessed good growth. Orders shipped during the financial year were
7.73 Lakhs as against 2.54 Lakhs orders in the previous financial year
registering a growth of 204% in orders, averaging approximately 2,118
orders/ day. The Company was ranked as the 392nd largest Online
Retailer in the US as per Internet Retailer's Top 500 Guide,
improvement in position from #499 in last financial year.
123Greetings.com continued to see increased Mobile Application usage
year on year with more than 10-fold increase in the number of cards
sent, from 0.93 Lakh in 2013-14 to 9.59 Lakhs during FY2014-15.
Your Company is continuously investing in efforts to better understand
customers and improve products to meet their expectations. New products
are also being introduced to stay ahead of competition. These
initiatives involve complex analytics and research on customer
behaviour and strengths of competing products. The industry has become
very dynamic and first movers continue to gather more traffic share and
business. This translates into continuous internal investments,
particularly in human capital. Further, consumer preferences are
evolving at a rapid pace and to succeed in this industry it is
imperative to regularly innovate and meet the ever changing
expectations on the customer. Your Company always endeavours to meet
the customer requirements. The Company expects much better growth in
the coming future.
There was no change in nature of the business of the Company, during
the year under review.
Subsidiary Companies
The Company has 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 the focus 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 of Intrasoft Ventures Pte. Ltd (Singapore).
The performance and financial position of each of the subsidiaries for
the year ended 31st 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-a-vis improvements in financial position in January 2015, the Board
of Directors declared and paid an interim dividend of Rs. 1/- (10 %)
per share. Further, your directors are pleased to recommend a final
dividend of Rs. 1/- (10 %) per share. The total dividend for the
financial year 2014-15 would accordingly be Rs. 2/- (20 %) per share.
The total outgo towards dividend for the financial year amounts to Rs.
3,54,07,900/- including dividend distribution tax of Rs. 59,44,544/-.
Transfer to Reserves
The Board of Directors has not recommended transfer of any amount of
profit to reserves during the year under review. Hence, the entire
amount of profit for the year under review has 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 has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter 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 which could affect the Company's financial position have
occurred between the end of the financial 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 and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
Disclosure of Orders Passed By Regulators or Courts or Tribunal
Your directors would like to inform that no orders have been passed by
any Regulator or Court or Tribunal which can have impact on the going
concern status and the Company's operations in future.
Particular of Contracts or Arrangement with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered as material in
accordance with the policy of the Company on materiality of related
party transactions. The Policy on materiality of related party
transactions and dealing with related party transactions as approved by
the Board may be accessed on the Company's website at the link
http://itlindia.com/investors/other-information.html
Your Directors draw attention of the members to Note no. 2.30 of
Standalone financial statement which sets out disclosures on related
parties and transactions entered into during 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 provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized 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 has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act
read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
Disclosure under Section 54(1)(d) of The Companies Act, 2013
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(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 has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as
per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of
the Companies (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 voting rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 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 & Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Sharad Kajaria, Whole-time Director of the Company shall retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment. The Board recommends his
appointment.
Pursuant to the requirement of Section 203 of the Companies Act, 2013,
Mr. Mohit Kumar Jha, Finance Head of the Company was appointed as Key
Managerial Personnel designated as Chief Financial Officer of the
Company.
In accordance with the provisions of the Act, none of the Independent
Directors are liable to retire by rotation.
Company's policy on Director's appointment and remuneration
The Board has as per the recommendation of the Nomination and
Remuneration Committee, framed a policy on selection and appointment of
Directors and Senior Management and their remuneration. The details of
said policy are given in the Corporate Governance Report forming 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, 31st July, 2014, 27th October, 2014, 5th November, 2014 and 27th
January, 2015 during the financial year ended 31st March 2015. More
details on the Board Meeting are provided in the 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 audited financial statements of the Company for the year ended 31st
March, 2015, the Board of Directors hereby confirms that:
* in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
* such accounting policies have been selected and applied consistently
and the Directors 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 as at 31st March, 2015 and of the profit of the Company for
that year;
* proper and sufficient care was taken 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;
* the annual accounts of the Company have been prepared on a going
concern basis;
* internal financial controls have been laid down to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively;
* proper systems have been devised to ensure compliance with the
provisions of all 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.
Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee.
More details on all the Committees are provided in the Corporate
Governance Report forming part of this Annual Report. Various policies
framed by the Committees / Board pursuant to the applicable provisions
of the Companies Act, 2013 and Listing Agreement are available on the
Company's Website at the web link; http://
itlindia.com/investors/other-information.html
Vigil Mechanism Policy for the Directors and Employees
The Board of Directors of the Company has, pursuant to the provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations.
Risk Management Policy
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,and
define a structured approach to manage uncertainty and to make use of
these in their decision making pertaining to all business divisions and
corporate functions. Key business risks and their mitigation are
considered in 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 its committee, individual Directors is stated in the
Corporate Governance Report forming part of this Annual Report.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place and have been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and 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 employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Financial Statement are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars which is
available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
Payment of Remuneration / Commission to Directors from Holding or
Subsidiary Companies
None of the managerial personnel i.e. Managing Director and Whole time
Directors of the Company are in receipt of remuneration/commission from
the Holding or Subsidiary Companies 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 year ended 31st March 2015 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 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, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. M/s Rathi and Associates, Company Secretaries has
been appointed as Secretarial Auditors to issue Secretarial Audit
Report for the financial year 2014-15.
Secretarial Audit Report issued by M/s Rathi and Associates, Company
Secretaries in Form MR-3 for the financial year 2014- 15 forms part to
this report. The said report does not contain any observation or
qualification requiring explanation or comments from the Board 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, hold
office upto the conclusion of the ensuing Annual General Meeting. The
Auditors have furnished to the Company certificate under Section 139 of
the Act to the effect that their appointment, if made, shall be in
accordance with the prescribed conditions and that they are eligible to
hold the office of Auditors of the Company and also their consent to
hold the office of Auditors of the Company. The Board recommends the
appointment of M/s K. N. Gutgutia, Chartered Accountants as the
Statutory Auditors of the Company.
Necessary resolution for reappointment of the said Auditors is included
in the Notice of AGM for seeking your approval.
Extract Of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March 2015 made under the provisions of 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation 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) Rules, 2014 of the Companies Act, 2013, Annual Report on CSR is
attached to this report as Annexure IV.
Management's Discussion and Analysis
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management's Discussion
and Analysis which is attached and forms part of this Report.
Corporate Governance
The Company is committed to uphold the values of transparency,
integrity, accountability and ethical corporate citizenship across all
its business activities. This commitment lays down the foundation of
its governance practices which focus on creating sustainable value for
the stakeholders.
The Company has laid down Code of Conduct to which the board and senior
management have affirmed compliance. The Code is displayed on the
official website of the Company at www.itlindia.com.
The Company has complied with the provisions of Corporate Governance
requirements, as stipulated under Clause 49 of the Listing Agreement. A
separate section on Corporate Governance forming part of the Directors'
Report and the certificate from a Practicing Company Secretary
confirming the compliance of Corporate Governance requirements is
attached with the Corporate Governance Report.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/ associates,
financial institutions and Central and State Governments 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: [email protected]
Website: www.itlindia.com
Mar 31, 2014
Dear Members,
The Board of Directors take pleasure in presenting the Nineteenth
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March, 2014.
Financial Results
Your Company''s performance during the year as compared with the
previous year is summarized below.
(Rs. in Lacs)
Consolidated Standalone
Particulars 2013-14 2012-13 2013-14 2012-13
Total Income 15,301.27 9,123.10 2,317.78 1,899.03
Profit before Interest 274.35 901.58 204.40 846.57
and Depreciation
Less: Finance Cost 90.20 69.62 33.26 22.12
Depreciation 402.11 704.73 394.51 698.61
Profit before Tax (217.96) 127.23 (223.37) 125.84
Less : Provision for (423.79) (178.10) (427.92) (181.83)
Income Tax
Profit after Tax 205.83 305.33 204.55 307.67
Add: Balance brought 888.13 2,755.16 894.10 2,758.79
forward
Amount available for 1,093.96 3,060.49 1,098.64 3,066.46
appropriations
Appropriations:
Proposed Final Dividend 147.32 147.32 147.32 147.32
Dividend Tax 25.03 25.04 25.03 25.04
Transferred to General 500.00 2000.00 500.00 2000.00
Reserve
Balance carried to 421.61 888.13 426.30 894.10
Balance Sheet
Business
During the financial year under review, the Company achieved total
consolidated income of Rs. 15301.27 lacs as against Rs. 9123.10 lacs in
the previous year, registering a growth of more than 67%. The Company''s
consolidated net profit for the year under review was Rs. 205.83 lacs
as compared to Rs. 305.33 lacs of the previous financial year. Profit
after Tax (PAT) during the year was lower due to cost escalation in
General, Administrative and Employee Cost and additional cost incurred
to upgrade the system and software to remain competitive and providing
better and faster facilities to customers. These expenses were
necessary keeping in view the future growth prospect in terms of
revenues and profits.
The investments made by the Company in the backend software and systems
have yielded the anticipated results. As the Company continued to
invest deeper into the services on a daily basis, the revenues and
profits is expected to grow in coming years.
123Greetings Store, the online gifting e-commerce business, witnessed
tremendous growth. During the year 256,144 orders were shipped compared
to 167,693 orders in the last financial year registering a growth of 53
%, averaging approximately 702 orders/ day.
123Greetings Store has also expanded its operations in terms of number
of products being offered and in terms of number of vendors listed on
the approved list of Vendors. As on 31st March, 2014, product catalog
had 129,129 products, which were listed at 554,397 places across its
website & other marketplaces. The Company had an active base of 975
vendors as compared to 456 vendors in FY 2012-13.
123Invitations.com is one of the best sites for sending free online
invitations to loved ones. The site has wonderful collections of
invitations for every occasion like birthday, anniversary, baby shower,
Thanksgiving etc. 123invitations.com lets you create your event''s
homepage, invite your friends and to organize your guest list. The site
is easy to use and gaining popularity among the users.
123Greetings Studio allows the artist to register and make e-greetings
for the site. Artist from all over the world are getting registered and
share their artwork, the best one are uploaded on the Company''s website
for the free usage of end users. The content crowd-sourcing platform
delivered 7,327 e-cards during the year under review as compared to
2,105 last financial year. 123Greetings Studio, has the total number of
registered users at 27,431 as on 31st March, 2014 as compared to 23,643
last financial year.
249.92 lakhs visitors accessed 123Greetings'' website during the year
under review via handheld devices as compared to 11378 lakhs in the
last financial year, with traffic more than doubling in a year.
123Greetings launched its mobile & tablet apps on iOS and Android
platforms. During the year under review over 176,711 ecards were sent
using apps by our users. 123Greetings strengthened its technology and
content delivery capabilities to serve its mobile website and apps
users all the ecards, including flash ecards, to be viewable on
handheld devices with ease. 123Greetings ecards business increased its
addressable market by growing its regional language content library
with 118 new ecards across Russian, Mandarin, Spanish, German and Hindi
languages for key holidays and occasions.
123Greetings Connect is a service that improves the sending experience
of the user at 123Greeetings.com. The user gets the reminder of
upcoming events, birthday, anniversary etc. It allows the user to
import, store and access unlimited contacts insider the address book
allowing to send ecards at the click of the button. The total number of
registered users stands at 2,333,233 as on 31st March, 2014, notching a
growth of 11 % YoY.
Technology is getting advance day-by-day at faster pace, so to keep the
technology infrastructure at par, your Company keeps reviewing its
operations & existing activities, the management reviewed the entire IT
resources of the Company as did in the last financial year. Based on
technical assessment, Management found that certain IT resources had
outlived their utility and had been rendered obsolete due to changes in
technology. Management decided to write off these IT resources
amounting to Rs. 1,810 lacs as an exceptional item as these software
resources would not be contributing to future revenues. As the write
off would be of a non-cash nature, this would not have any impact on
cash flows.
In accordance with the Accounting Standard on Consolidated Statements
(AS-21), the audited Consolidated Financial Statements is attached and
forms part of this Annual Report.
Subsidiary Companies
The Company has three wholly owned subsidiaries viz 123Greetings.com,
Inc (USA), 123Greetings (Singapore) Pte Ltd (Singapore) and One Two
Three Greetings (India) Private Limited (India).
Dividend
Considering the Company''s performance during the financial year,
dividend policy of the Company and to appropriately reward the members
while conserving the resources to meet the future requirements, the
Board of Directors recommends Dividend of Rs. 1 Equity Share (10%) for
the financial year 2013-14 (Previous year Rs. 1 per Equity Share i.e.
10%).
Management Discussion and Analysis
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management Discussion and
Analysis which is attached and forms part of this Report.
Corporate Governance
The Company is committed to uphold the values of transparency,
integrity, accountability and ethical corporate citizenship across all
its business activities. This commitment lays down the foundation of
its governance practices which focus on creating sustainable value for
the stakeholders.
The Company''s board has laid down Code of Conduct to which the board
and senior management have affirmed compliance. The Code is displayed
on the official website of the Company at www.itlindia.com.
The Company has complied with the provisions of Corporate Governance
requirements, as stipulated under Clause 49 of the Listing Agreement. A
separate section on Corporate Governance forming part of the Directors''
Report and the certificate from a Practicing Company Secretary
confirming the compliance of Corporate Governance requirements along
with declaration pursuant to Clause 49(I)(D) of the Listing Agreements
issued by the Managing Director are attached with the Corporate
Governance Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
to the best of their knowledge and belief confirm that:
* In the preparation of Annual Accounts for the financial year 2013-14,
the applicable Accounting Standards have been followed and there were
no material departures;
* 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 of the
Company for the financial year.
* Proper and sufficient care have been taken 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;
* The Annual Accounts for the year ended 31st March, 2014 are prepared
on a going concern basis.
Directors
The tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad
Kajaria as Whole-time Director has come to an end on 31st March, 2014.
Subject to approval of the shareholders, the Board of Directors at its
meeting held on 14th February, 2014 and as per the recommendation of
Remuneration Committee, re-appointed the said managerial personnel for
the period of 3 (three) years w.e.f. 1st April, 2014. As per Section
152 of the Companies Act, 2013 Independent Directors of the Company
shall not be considered for determining the period of office of
directors who are liable to retire by rotation. Hence, the office of
Mr. Arvind Kajaria, Managing Director and Mr. Sharad Kajaria,
Whole-time Director was changed to liable to retire by rotation to
comply with the provisions of the Act. Accordingly, Mr. Arvind Kajaria,
Managing Director retires at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
As per Companies Act, 2013, 1/3rd of the Company''s board strength
should comprise of Independent Directors to be appointed pursuant to
Schedule IV of the said Act. Accordingly, Mr. Rupinder Singh and Mr.
Anil Agrawal are to be appointed as Independent Directors not liable to
retire by rotation. The Company has received respective notice under
Section 160 of the Companies Act, 2013 from them proposing their
candidature for the directorship of the Company. The Board recommends
their appointment as Independent Directors for a term of five years.
In order to comply with the provisions of Section 149 of the Companies
Act, 2013 to have atleast one woman director on the Board, Mrs. Savita
Agarwal was appointed as additional director categorized as Independent
Director of the Company w.e.f. 30th June, 2014 and shall hold office
upto the date of ensuing Annual General Meeting. It is proposed to
appoint Mrs. Savita Agarwal as an Independent Director for a term of
five years. The Company has received notice from her under Section 160
of the Companies Act, 2013 proposing her candidature for the
directorship of the Company. The Board recommends her appointment as
Independent Director for a term of five years.
The Company has received declarations from all the directors of the
Company, except executive directors, confirming that they meet with the
criteria of Independence as prescribed under the provisions of the
Companies Act, 2013 and Clause 49 of the Listing Agreement with the
stock exchanges.
Mr. Vishal Agarwal, director of the Company tendered his resignation
from the Board of Directors of the Company w.e.f. 30th June, 2014 due
to other occupation. The Board places on record a sincere thanks to Mr.
Vishal Agarwal for his valuable contribution to the Board of the
Company by his vast knowledge and experience.
Auditors
M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company will
hold office till the ensuing Annual General Meeting. As per provisions
of Section 139 of the Companies Act, 2013 read with Companies (Audit
and Auditors) Rules, 2014, an audit firm can be appointed as Statutory
Auditors of the Company only for two terms each term consisting of five
consecutive years. Further, the audit firm which has been occupying the
office of auditors of the Company for more than seven years prior to
implementation of the Companies Act, 2013, are eligible to hold office
for additional three years only.
M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company who
has already served as auditors of the Company for more than seven years
are eligible to hold office of auditors for three years as per
provisions of Section 139 of the Companies Act, 2013. Accordingly, M/s.
K. N. Gutgutia, Statutory Auditors of the Company who hold office until
the conclusion of the ensuing Annual General Meeting, is proposed to be
re-appointed as Statutory Auditors of the Company for the financial
year 2014-15. The said Auditor have given a written consent and also
issued Certificate pursuant to Section 139 of the Companies Act, 2013.
Auditors'' Observations
The observations made by the Auditors in their Report read with
relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217(3) of the Companies Act, 1956.
Public Deposits
During the year under review, the Company had neither accepted nor
renewed any deposit from public within the meaning of Section 58A of
the Companies Act, 1956
Conservation of Energy, Research & Development, Technology absorption,
Foreign exchange Earnings and Outgo
The particulars prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in Annexure and
forms part of this report.
Particulars as per Section 217(2A) of Companies Act, 1956
As per the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Amendment Rules,
2011, none of the employees of the Company has drawn remuneration of
Rs. 60 lacs or more if employed throughout the financial year or Rs. 5
lacs or more per month, if employed for a part of the financial year.
Acknowledgements
Your Directors take this opportunity to thank the shareholders,
vendors, customers, bankers, business associates and others for their
consistent support to the Company. Your Directors wish to place on
record sincere appreciation to all the employees of the Company for
their dedication, hard work and commitment.
For and on behalf of the Board
Place: Kolkata Arvind Kajaria Sharad Kajaria
Date: 30th June, 2014 Managing Director Whole-time Director
Mar 31, 2013
Dear Shareholders,
The Board of Directors take pleasure in presenting the Eighteenth
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March, 2013:
Financial Results
Your Company''s performance during the year as compared with the
previous year is summarized below
(Rs.in Lacs)
Consolidated Standalone
Particulars 2012-13 2011-12 2012-13 2011-12
Total Income 9,123.10 7,191.94 1,899.03 2,698.75
Proft before Interest
and Deprecia- 901.58 1,913.48 846.57 1,872.71
tion
Less: Finance Cost 69.62 46.73 22.12 18.03
Depreciation 704.73 277.03 698.61 272.60
Proft before Tax 127.23 1,589.72 125.84 1,582.08
Less: Provision
for Income Tax (178.10) 491.00 (181.82) 488.94
Proft after Tax 305.33 1,098.72 307.66 1,093.14
Add: Balance
brought forward 2,755.16 1,827.66 2,758.79 1,836.87
Amount available
for appropriations 3,060.49 2,926.38 3,066.45 2,930.01
Appropriations:
Proposed Final Dividend 147.32 147.32 147.32 147.32
Dividend Tax 25.04 23.90 25.04 23.90
Transferred to
General Reserve 2,000.00 0.00 2,000.00 0.00
Balance carried
to Balance Sheet 888.13 2,755.16 894.09 2,758.79
Business
During the fnancial year under review, the Company achieved total
consolidated income of Rs. 9123.10 lacs as against Rs. 7191.94 lacs in the
previous year, registering a growth of 26.8%. The Company''s
consolidated net proft for the year under review was Rs. 305.33 lacs in
the current year as compared to Rs. 1098.72 lacs of the previous fnancial
year. Proft after Tax (PAT) during the year was lower compared to
previous fnancial year due to higher depreciation charged on account of
investments made in technology infrastructure, purchase of corporate
offce and other tangible assets and increase in all round expenses to
maintain business operations. Your Company has invested in technology
infrastructure to strengthen its proprietary backend software &
systems. These investments have started generating revenues and
expected to further generate revenues in the coming fnancial years.
123Greetings Store, the online gifting e-commerce business, witnessed
tremendous growth. During the year 167,693 orders were shipped compared
to 128,500 orders in the last fnancial year registering a growth of
30.5%, averaging approximately 459 orders/day.
123Greetings Store has also expanded its operations in terms of number
of products being offered and in terms of number of vendors listed on
the approved list of Vendors. During the FY 2012-13, 324,863 products
were listed on its websites and various market places. The Company had
an active base of 456 vendors as compared to 217 vendors in FY 2011-12.
123Greetings E-cards launched its mobile site located at
http://m.123greetings.com. The site has been well received by the users
and we have seen traction from the day of the launch itself. We will
continue to invest in the product and aim to have ubiquitous presence
across devices and platforms. Also a new feature "Send Another Card"
was inducted on the site to facilitate the users to send more greetings
at the click of a button without navigating to another page.
123Greetings Connect, a value added service saw the total number of
registered users at 2,110,573 as on 31st March, 2013, notching a growth
of 21.8% YoY.
123Greetings Studio, saw the total number of registered users at 23,643
as on 31st March, 2013 as compared to 15,461 last fnancial year.
As part of the on-going review of operations & existing activities, the
management reviewed the entire software resources of the Company. Based
on technical assessment, Management found that certain software
resources had outlived their utility and had been rendered obsolete due
to changes in technology. Management decided to write off these
software resources amounting to Rs. 1,498 lacs as an exceptional item as
these software resources would not be contributing to future revenues.
As the write off would be of a non-cash nature, this would not have any
impact on cash fows.
In accordance with the Accounting Standard on Consolidated Statements
(AS-21), the audited Consolidated Financial Statements is attached and
forms part of this Annual Report. These statements have been prepared
on the basis of fnancial statements received from the subsidiaries as
approved by their respective boards.
Subsidiary Companies
The Company has three wholly owned subsidiaries viz 123Greetings.com,
Inc (USA), 123Greetings (Singapore) Pte Ltd (Singapore) and One Two
Three Greetings (India) Private Limited (India).
Dividend
Considering the Company''s performance during the fnancial year,
dividend policy of the Company and to appropriately reward the members
while conserving the resources to meet the future requirements, the
Board of Directors recommends Dividend of Rs. 1 per Equity Share (10%)
for the fnancial year 2012-13 (Previous year Rs. 1 per Equity Share i.e.
10%).
Management''s Discussion and Analysis
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management''s Discussion
and Analysis which is attached and forms part of this Report.
Corporate Governance
The Company is committed to uphold the values of transparency,
integrity, accountability and ethical corporate citizenship across all
its business activities. This commitment lays down the foundation of
its governance practices which focus on creating sustainable value for
the stakeholders.
The Company''s board has laid down Code of Conduct to which the board
and senior management have affrmed compliance. The Code is displayed on
the offcial website of the Company at www.itlindia.com.
The Company has complied with the provisions of Corporate Governance
requirements, as stipulated under Clause 49 of the Listing Agreement. A
separate section on Corporate Governance forming part of the Directors''
Report and the certifcate from a Practicing Company Secretary confrming
the compliance of Corporate Governance requirements along with
declaration pursuant to Clause 49(I)(D) of the Listing Agreements
issued by the Managing Director are attached with the Corporate
Governance Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
to the best of their knowledge and belief confrm that:
- In the preparation of Annual Accounts for the fnancial year 2012-13,
the applicable Accounting Standards have been followed and there were
no material departures;
- 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 fnancial year and of the proft of the
Company for the fnancial year.
- Proper and suffcient care have been taken 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;
- The Annual Accounts for the year ended 31st March, 2013 are prepared
on a going concern basis.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Anil Agrawal and Mr. Amit
Ruia shall retire by rotation at the ensuing Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment.
The Board of Directors recommends their re-appointment.
Auditors
M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company hold
offce until the conclusion of the ensuing Annual General Meeting. It is
proposed to re-appoint them as Statutory Auditors for the fnancial year
2013-14. The retiring Auditors have furnished a certifcate of their
eligibility for re-appointment under Section 224(1B) of the Companies
Act, 1956 and have indicated their willingness to continue in the said
offce.
Auditors'' Observations
The observations made by the Auditors in their Report read with
relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217(3) of the Companies Act, 1956.
IPO Utilization
In 2010, the Company had raised Rs. 5365 lacs through Initial Public
Offer (IPO) under Book Building Process. As on 31st March, 2013, the
IPO proceeds have been fully utilized for the "Objects of the Issue"
and amendments thereof as approved by the shareholders. The details of
the usage of IPO proceeds are shown in the Corporate Governance Report
forming part of this Annual Report.
In accordance with the Listing Agreement, the utilization of Issue
proceeds has also been disclosed in the Quarterly Financial Results
published by the Company.
Public Deposits
During the year under review, the Company had neither accepted nor
renewed any deposit from public within the meaning of Section 58A of
the Companies Act, 1956.
Conservation of Energy, Research & Development, Technology absorption,
Foreign ex- change Earnings and Outgo
The particulars prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in Annexure and
forms part of this report.
Particulars as per Section 217(2A) of Companies Act, 1956
As per the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Amendment Rules,
2011, none of the employees of the Company has drawn remuneration of Rs.
60 lacs or more if employed throughout the fnancial year or Rs. 5 lacs or
more per month, if employed for a part of the fnancial year.
Acknowledgements
Your Directors take this opportunity to thank the shareholders,
vendors, customers, bankers, business associates and others for their
consistent support to the Company. Your Directors wish to place on
record sincere appreciation to all the employees of the Company for
their dedication, hard work and commitment.
For and on behalf of the Board
Place: Mumbai Arvind Kajaria Sharad Kajaria
Date: 28th May, 2013 Managing Director Whole-time Director
Mar 31, 2012
The have the pleasure in presenting the 17th Annual Report of the
Company with audited statement of accounts for the year ended 31st
March, 2012. The summarized Financial Results are given below:
Financial Results
(Rs. in Lacs)
Consolidated Standalone
Particulars 2011-12 2010-11 2011-12 2010-11
Total Income 7,191.94 4,765.51 2,698.75 2,423.02
Profit before
Interest and
Depreciation 1,913.48 1,445.86 1,872.71 1,431.95
Less: Interest 46.73 9.19 18.03 7.50
Depreciation 277.03 215.54 272.60 211.04
Profit before Tax 1,589.72 1,221.12 1,582.08 1,213.41
Less: Provision
for Income Tax 491.00 213.44 488.94 212.20
Profit after Tax 1,098.72 1,007.69 1,093.14 1,001.21
Add: Balance
brought forward 1,827.66 1,128.36 1,836.87 1,144.05
Amount available
for appropriations 2,926.38 2,136.05 2,930.01 2,145.26
Appropriations:
Interim Dividend - 147.31 - 147.31
Proposed Final
Dividend 147.32 73.66 147.32 73.66
Dividend Tax 23.90 36.42 23.90 36.42
Transferred to
General Reserve - 51.00 - 51.00
Balance carried
to Balance Sheet 2,755.16 1,827.66 2,758.79 1,836.87
Business
In a span of 17 years since its inception, IntraSoft Technologies Ltd.
has grown rapidly to attain leadership position in the global e-card
Industry. With increased absorption of newer technologies, internet as
a necessity is poised for significant growth. During the year the focus
has been to efficiently and effectively utilize technology to create
the best online experience. User experience has been continuously
enhanced to grow online site traffic, which is critical for business
success.
The online gifting E-Commerce business is also growing at a
considerable pace with quantum jumps year on year in number of executed
sales. This has led to higher revenues from the business. During the
year there was a growth in the orders shipped as compared to last year
by 126.2%.
During the financial year under review, the Company achieved total
consolidated income of Rs. 7,191.94 lacs as against Rs. 4,765.51 lacs in
the previous year, registering a growth of 51%. The consolidated net
profit grew to Rs. 1,098.72 lacs in the current year as compared to Rs.
1,007.69 lacs in the previous year. The Company's consolidated EPS for
the year is Rs. 7.46.
In accordance with the Accounting Standard on Consolidated Statements
(AS-21), the audited Consolidated Financial Statements is attached and
forms part of this Annual Report. These statements have been prepared
on the basis of financial statements received from the subsidiaries, as
approved by their respective boards.
Subsidiary Companies
The Company has three wholly owned subsidiaries viz 123Greetings.com,
Inc. (USA), 123Greetings (Singapore) Pte. Ltd. (Singapore) and One Two
Three Greetings (India) Private Limited (India).
Dividend
Considering the Company's performance during the financial year and to
appropriately reward the members while conserving the resources to meet
the future requirements, the Board of Directors recommends Dividend of
Rs. 1 per Equity Share (10%) for the financial year 2011-12 (Previous
year 10% Interim Dividend and 5% Final Dividend).
Management's Discussion and Analysis
A detailed review on the operations, performance and future outlook of
the Company and its business given in the Management's Discussion and
Analysis is attached and forms part of this Report.
Corporate Governance
The Company is committed to uphold the values of transparency,
integrity, accountability and ethical corporate citizenship across all
its business activities. This commitment lays down the foundation of
its governance practices which focus on creating sustainable value for
the stakeholders.
The Company's board has laid down a Code Of Conduct to which the board
and senior management have affirmed compliance. The Code is displayed
on the official website of the Company at www.itlindia.com.
The Company has complied with the provisions of Corporate Governance
requirements, as stipulated under clause 49 of the Listing Agreement. A
separate section on Corporate Governance forming part of the Directors'
Report and the certificate from a Practicing Company Secretary
confirming the compliance of Corporate Governance requirements is
attached with the Directors' Report.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
to the best of their knowledge and belief confirm that:
- In the preparation of Annual Accounts for the financial year
2011-12, the applicable Accounting Standards have been followed and
there were no material departures;
- 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 of
the Company for the financial year.
- Proper and sufficient care have been taken 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;
- The Annual Accounts for the year ended 31st March, 2012 are
prepared on a going concern basis. Directors
The tenure of Mr. Sharad Kajaria as Whole-time Director of the Company
expired on 31st March, 2012. Considering his valuable contribution to
the Company, the Board, at its meeting held on 7th February, 2012, has
recommended his re-appointment for a fresh tenure of 2 years w.e.f. 1st
April, 2012.
Appropriate resolutions seeking approval of shareholders for his
re-appointment is appearing in the accompanying Notice of Annual
General Meeting of the Company alongwith explanatory statement as
required pursuant to Section 173 (2) of the Companies Act, 1956.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rupinder Singh and Mr.
Vishal Agarwal shall retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible, offer themselves for
re-appointment. The Board of Directors recommends their re-
appointment.
Mr. Anil Agrawal and Mr. Amit Ruia were appointed as Director in casual
vacancy with effect from 30th September, 2010 and 9th March, 2012, in
place of Mr. Amitava Ghose and Mr. Deepak Kanabar, respectively. Mr.
Anil Agarwal and Mr. Amit Ruia hold office upto the date of ensuing
Annual General Meeting in which Mr. Amitava Ghose and Mr. Deepak
Kanabar would have retired by rotation if had not resigned.
Notices have been received from Members of the Company under Section
257 of the Companies Act, 1956 signifying Mr. Anil Agrawal and Mr. Amit
Ruia as candidates for the office of Director, who have filed their
consents to act as Directors of the Company if appointed.
The Directors also place on record their deep appreciation for the
valuable contribution made by Mr. Deepak Kanabar during his tenure as a
Director of the Company.
Appropriate resolutions seeking approval of shareholders to their
appointments are included in the accompanying Notice of Annual General
Meeting of the Company.
Auditors
M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting. It
is proposed to re-appoint them as Statutory Auditors for the financial
year 2012-13. The retiring Auditors have furnished a certificate of
their eligibility for re-appointment under Section 224(1B) of the
Companies Act, 1956 and have indicated their willingness to continue in
the said office.
Auditors' Observations
The observations made by the Auditors in their Report read with
relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217(3) of the Companies Act, 1956.
IPO Utilization
The Company has, till 31st March 2012 spent Rs. 4,628 lacs for the
objects stated in the prospectus of the Company, and as amended
subsequently, out of the total proceeds of Rs. 5,365 lacs raised through
Initial Public Offering (IPO). The un-utilized fund has been invested
in Non-Convertible Debentures and the balance fund is lying in
Company's Bank account.
In accordance with the Listing Guidelines, the utilization of Issue
proceeds has also been disclosed in the Quarterly Financial Results
published by the Company.
Public Deposits
During the year under review, the Company had neither accepted nor
renewed any deposit from public within the meaning of Section 58A of
the Companies Act, 1956.
Conservation of Energy, Research & Development, Technology
absorption,Foreign exchange Earnings and Outgo
The particulars prescribed under Section 217(1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in Annexure and
forms part of this report.
Particulars as per Section 217(2A) of Companies Act, 1956
As per the provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Amendment Rules,
2011, none of the employees of the Company has drawn remuneration of Rs.
60 lacs or more if employed throughout the financial year or Rs. 5 lacs
or more per month, if employed for a part of the financial year.
Acknowledgements
The Directors wish to place on record their appreciation for the
continued support and co-operation by Bankers, Customers and Business
Associates and to the Shareholders and Investors for the confidence
reposed in the Company's management.
The Directors also convey their appreciation to the employees at all
levels for their dedicated services, efforts and collective
contribution.
For and on behalf of the Board
Place: Kolkata Arvind Kajaria Sharad Kajaria
Date: 16th August, 2012 Managing Director Whole-time Director
Mar 31, 2010
The Directors of Intrasoft Technologies Limited (ITL) take pleasure in
presenting the 15th Annual Report on the operations of the Company,
together with the audited accounts for the year ended 31st March, 2010.
Financial Results (Rupees in Lakhs)
Consolidated Standalone
Particulars 2009-10 2008-09 2009-10 2008-09
Total Income 3,090.11 2,335.15 1,812.18 1,052.44
Profit before Interest and
Depreciation 1,115.55 659.04 1,105.86 636.57
Less: Interest 29.68 6.46 19.57 0.91
Depreciation 181.73 98.41 178.41 94.57
Profit before Tax 904.14 554.17 907.88 541.09
Less : Income Tax Expenses,
net (including FBT) 21.30 21.35 19.19 18.29
Profit after Tax 882.84 532.82 888.69 522.80
Add: Balance brought
forward 603.20 745.36 613.04 765.22
Amount available for
appropriations 1,486.04 1,278.18 1,501.73 1,288.02
Appropriations:
Interim Dividend 110.49 - 110.49 -
Proposed Final Dividend 110.49 - 110.49 -
Dividend Tax 36.70 - 36.70 -
Transferred to General
Reserve 100.00 674.98 100.00 674.98
Balance carried to
Balance Sheet 1,128.36 603.20 1,144.05 613.04
Earning Per Share
(Basic and Diluted in Rs.) 8.00 4.83 8.06 4.74
Financial Review
During the financial year under review, the consolidated net profit
grew at 65.69% to Rs.882.84 lakhs in the current year compared to
Rs.532.82 lakhs in the previous year. The Companys consolidated EPS
for the year is Rs.8.00 as against Rs. 4.83 for the previous financial
year. During the financial year 2009-10, the company achieved total
consolidated revenues of Rs.3,090.11 lakhs.
Dividend
Considering the performance during the financial year and to
appropriately reward the members while conserving the resources to meet
the future requirements, the Board of Directors had declared and paid
an interim dividend of Rs.0.75/- per Equity Share (7.50%) and the Board
recommends a final dividend of Rs.0.75 per Equity Share (7.50%) thus
making the total dividend of 15% for the year as against Nil dividend
in the previous year.
Shifting of Registered Office of the Company
During the year under review, the Registered office of the Company was
shifted from "145, Rash Behari Avenue, 5th Floor, Kolkata - 700029" to
"502A, Prathamesh, Raghuvanshi Mills Compound, Senapati Bapat Marg,
Lower Parel, Mumbai - 400 013." The Company has obtained necessary
approvals from Company Law Board, Eastern Region Bench.
Initial Public Issue
The Company has successfully completed its initial public issue of
3,700,000 Equity Shares of Rs.10/- each fully paid up for cash at a
premium of Rs.135/- per equity share. The aforesaid public issue
received an overwhelming response and the public issue was
oversubscribed by 18.12 times. The High Networth Individual ("HNI")
portion was oversubscribed by 17.47 times. The Qualified Institutional
Buyers ("QIB") portion was oversubscribed by 21.97 times An aggregate
of 3,700,000 Equity Shares of Rs.10/- each fully paid up was allotted
under the public issue by the Board of Directors at their Meeting held
on 7th April, 2010. Post completion of the public issue, the total paid
up equity share capital of the Company is 14,731,678 Equity Shares of
Rs.10/- each fully paid up aggregating Rs. 147,316,780. The equity
shares of the Company was listed with effect from 12th April, 2010 on
National Stock Exchange of India Limited and Bombay Stock Exchange
Limited.
The Board of Directors takes this opportunity to thank all the
investors for the confidence shown in the Company and its management.
Changes in share capital (Prior to Initial Public Issue)
Conversion of preference shares into equity shares
The Company allotted an aggregate of 255,805 equity shares of Rs.10/-
each arising out of conversion of equivalent number of preference
shares pursuant to exercise for conversion opted by Intel Capital
(Mauritius) Limited, a Foreign Venture Capital Fund.
- Bonus shares
The Company issued an aggregate of 9,455,724 equity shares of Rs.10/-
each as Bonus Shares in the ratio of six equity shares for every one
equity share held on the record date determined for the purpose.
- Increase in Authorised Share Capital
During the year under review, the authorised share capital of the
Company was increased to Rs. 25.25 crores. The un-issued preference
shares have been re-classified as equity shares.
Subsidiary Companies
The company has wholly owned subsidiaries viz. 123Greetings.com,Inc.
(USA), 123Greetings (Singapore) Pte. Ltd. (Asia) and One Two Three
Greetings (India) Private Limited (India).
The Government of India, Ministry of Corporate Affairs, vide its letter
dated 30th July, 2010 granted its approval under Section 212(8) of the
Companies Act, 1956, exempting the Company from attaching the full text
of the financial statements of the subsidiaries of the Company.
Pursuant to the said approval, necessary disclosures are made in
respect of the said subsidiaries in this Annual Report along with the
statement pursuant to Section 212 of the Companies Act, 1956. Any
shareholder who wishes to have a copy of the annual accounts and
detailed information about the subsidiary company may write to the
subsidiary company and/or to the company for the same. The annual
accounts of the subsidiary companies will also be kept for inspection
by any member at the Registered Offices of the Company and its
subsidiaries.
As required by Section 212 of the Companies Act, 1956, the Statement of
holding in subsidiaries and Consolidated Accounts pursuant to
Accounting Standard (AS 21) issued by the Institute of Chartered
Accountants of India, including the financial accounts of the
subsidiary companies are forming part of the Annual Report.
Managements Discussion and Analysis
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Managements Discussion
and Analysis and is forming part of the Annual Report.
Corporate Governance
In view of the securities of the Company getting listed with effect
from 12th April, 2010 on National Stock Exchange of India Limited and
Bombay Stock Exchange Limited, the Code of Corporate Governance became
applicable from the aforesaid date. However, your Company has been in
the process of institution and adherence of the code of Corporate
Governance prior to listing itself. A report on the Corporate
Governance for the year ended 31st March, 2010 is attached to this
Report. The Certificate from Practising Company Secretaries on
Compliance with Corporate Governance requirements by the Company is
attached to the report on Corporate Governance.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
- The applicable accounting standards have been followed in the
preparation of the annual accounts.
ss 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 as at 31st March, 2010 and the profit of the company for
the year ended on that date.
- The Directors have taken appropriate 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; and
- The Directors have prepared the attached Statement of Accounts for
the year ended 31st March, 2010 on a going concern basis.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr Amitava Ghose and Mr. Deepak
Kanabar, shall retire by rotation at the forthcoming Annual General
Meeting and are eligible for re-appointment. The Board of Directors
recommends their re-appointment.
During the year under review, Mr. Vishal Agarwal, Mr. Amitava Ghose,
Mr. Rupinder Singh and Mr. Deepak Kanabar were appointed as Directors
by Shareholders at a duly convened Extra-Ordinary General Meeting held
on 15th October, 2009.
During the year under review, Ms. Karuna Kajaria due to her other
pre-occupations had tendered resignation from the Board of Directors.
Your Directors place on record their deep appreciation for the valuable
contribution made by the outgoing Director during her association with
the Company.
Fixed Deposits
During the year under review, the company had neither accepted nor
renewed any deposit from the public within the meaning of Section 58A
of the Companies Act, 1956.
Auditors
M/s K.N. Gutgutia & Co., the Statutory Auditors of the Company retire
at the ensuing Annual General Meeting and are eligible for
re-appointment. The retiring Auditors have furnished a certificate of
their eligibility for re-appointment under Section 224(1B) of the
Companies Act, 1956 and have indicated their willingness to continue in
the said office.
Auditors Comments
The observations made by the Auditors in their Report read with
relevant notes as given in the Notes on Accounts annexed to the
Accounts, are self explanatory and therefore do not call for any
further comments under Section 217 (3) of the Companies Act, 1956.
Conservation of Energy, Research & Development, Technology absorption,
Foreign exchange Earnings and Outgo
The particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in Annexure - "A"
to this report.
Particulars as per section 217(2A) of Companies Act, 1956
As required by the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules , 1975,
as amended, the names and other particulars of employees are set out in
the annexure to the report. However, as per provisions of Section
219(l)(b)(iv) of the said Act, the annual report and accounts are being
sent to all members of the Company excluding the aforesaid information.
Any member interested in obtaining such particulars may write to the
Company at its registered office.
Acknowledgements
The Directors wish to place on record their appreciation for the
continued support and co-operation by bankers, customers, business
associates, shareholders and investors for the confidence reposed in
the Companys management. The Directors also convey their appreciation
to the employees at all levels for their dedicated services, efforts
and collective contribution. Many thanks to the entire team who had
rendered their relentless efforts for making the Companys Initial
Public Issue a grand success.
For and on behalf of the Board
Arvind Kajaria Sharad Kajaria
Managing Director Whole Time Director
Place : Mumbai
Date : 11th August, 2010