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Directors Report of Intrasoft Technologies Ltd.

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: intrasoft@itlindia.com 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

 
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