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Notes to Accounts of Intrasoft Technologies Ltd.

Mar 31, 2015

Note 1:

1. 1) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10 Each holder of equity shares is entitled to one vote per share.

1. 2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. 3) Disclosure regarding shares issued otherwise than in cash in last 5 years are as follows :-

9455724 Equity Shares of Rs. 10/- each fully paid up as Bonus by way of capitalization of General Reserve & Securities Premium Account.

1. 4) The Company declares and pays dividends in Indian Rupees. In the current financial year 2014-15, the board has declared Interim Dividend @ 10% i.e. Rs. 1 per share amounting to Rs. 1,76,77,147 (NIL) including Dividend Tax of Rs. 29,45,469 (NIL) and recommended Final Dividend @ 10% i.e. Rs. 1 per share amounting to Rs. 1,77,30,753 (Rs. 1,72,35,327) including Dividend Tax of Rs. 29,99,075 (Rs. 25,03,649). The Final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

1.5) The Company had raised Rs. 5,365.00 lakhs through an IPO in March, 2010. The amount raised from the said IPO was fully utilised as per the objects of the Issue and amendments there of.

Note 2.

2. 1) Nature of security:

For Car Loan-Hypothecation of Motor Car For Loan Against Property- Charge created by way of mortgage of Land & Building

2.2) Repayment of Term Loan:

From Bank (Car Loan)- Rs. 4,54,784 (Rs. 11,58,517) by way of Equated Monthly Instalments (EMI).

From Others (Car Loan)-Rs. 53,194 (Rs. 3,11,482) by way of Equated Monthly Instalments (EMI).

From Others (Loan Against Property)-Rs. 2,07,29,153 (Rs. 2,25,55,262) by way of Equated Monthly Instalments (EMI).

2.3:

1) Advance Income Tax & TDS is net of Provisions of Rs. 9,17,41,736 (Rs. 8,09,47,888)

2) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs. 7,64,43,982 (Rs. 6,56,50,134) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note 3. Contingent Liabilities and Commitments

Particulars As at As at 31st March, 2015 31st March, 2014 Rs. Rs.

a Contingent Liabilities

1. Claims against the company not acknowledge as debt - -

2. Guarantees 1,25,000 1,25,000

3. Other money for which the company is contingently liable - -

b Commitments

1. Capital commitments 9,83,542 2,48,000

2. Uncalled liability on shares and other investments partly paid - -

3. Other commitment - -

Note 4. Segment Reporting

As per requirements of AS-17 of the Companies (Accounting Standard) Rules, 2006, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

Note 5. Disclosure of Related Party Transactions

a) Names of related parties and nature of relationship where control exists:

i) Key Managerial Personnel and their relatives

Mr. Arvind Kajaria Managing Director

Mr. Sharad Kajaria Whole Time Director

Mrs. Padma Kajaria Mother of the above

Mr. Rakesh Dhanuka Company Secretary

Mr. Mohit Kumar Jha Chief Financial Officer

ii) Subsidiary Company Names Country of Incorporation

Wholly owned Subsidiary 123Greetings.com, Inc USA

Wholly owned Subsidiary IntraSoft Ventures Pte. Singapore Ltd. (Formerly known as 123Greetings (Singapore) Pte Ltd)

Wholly owned Subsidiary One Two Three Greetings India (India) Pvt Ltd

Stepdown Subsidiary 123Stores, Inc USA

iii) Enterprise where KMP have significant IntraSoft Beneficiary Trust

Influence or control

Note 5. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.

Note 6. The Company has transactions with related parties. For the financial year ended March 31, 2014 the Company has obtained the Accountant's Report from a Chartered Accountant as required by the relevant provisions of the Income-tax Act, 1961 and has filed the same with the tax authorities . For the year ended March 31,2015, Management confirms that it maintains documents as prescribed by the Income Tax Act, 1961 to prove that these transactions are at arm's length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.


Mar 31, 2014

Notes 1:

1) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10 Each holder of equity shares is entitled to one vote per share.

2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

4) Disclosure regarding shares issued otherwise than in cash in last 5 years are as follows :-

94,55,724 Equity Shares of Rs. 10/- each fully paid up as Bonus by way of capitalization of General Reserve & Securities Premium Account.

5) The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the current Financial Year 2013-14, the Borad has proposed to pay Dividend amounting to Rs. 17,235,327 (Rs. 17,235,327) including Dividend Tax of Rs. 2,503,649 (Rs. 2,503,649) being Rs. 1 per share (10%) as Dividend.

6) The Company had raised Rs. 5365.00 lakhs through an IPO in March, 2010. The amount raised from the said IPO was fully utilised as per the objects of the Issue and amendments there of.

Note 2:

Loan from Barclays Bank Plc has been secured by Investment in Mutual Funds and Non Convertible Debentures shown under note 2.12.

Note 3:

1. Investment in Mutual Funds & Non Convertible Debentures are earmarked for Stand by Letter f Credit facility to be utilized by a subsidiary company and loan of Rs. NIL (Rs. 1,00,00,000) taken by the Company on which lien has been created.

2. The beneficial interest in the Trust amounting to Rs. 1,00,00,000 represents 17,50,000 Equity shares of IntraSoft Technologies Limited shown under ''Non- Current Investment'' in the Balance Sheet.

Notes 4:

1) Advance Income Tax & TDS is net of Provisions of Rs. 8,09,47,888 (Rs. 8,09,47,888)

2) Advance for FBT is net of Provisions of Rs. 8,56,426 (Rs. 8,56,426)

3) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs. 6,56,50,134 (Rs. 6,56,50,134) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note 5:

Management has reviewed the existing activities and based on technical assessment, the carrying amount of certain IT resources of the company amounting to Rs. 181,086,528/- has been written off during the FY as it is no longer usable due to changes in technology.

6. Contingent Liabilities and Commitments

a Contingent Liabilities

1 Claims against the company not acknowledge - - as debt

2 Guarantees 125,000 125,000

3 Other money for which the company is contingently - - liableb Commitments

1 Uncalled liability on shares and other - - investments partly paid

2 Other commitment - -

6. Segment Reporting

As per requirements of AS-17 of the Companies (Accounting Standard) Rules, 2006, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

7. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/disclosure.

8. The Company has transactions with related parties. For the financial year ended March 31, 2013 the Company has obtained the Accountant''s Report from a Chartered Accountant as required by the relevant provisions of the Income-tax Act, 1961 and has filed the same with the tax authorities. For the year ended March 31, 2014, Management confirms that it maintains documents as prescribed by the Income Tax Act, 1961 to prove that these transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.


Mar 31, 2013

Notes to 1.1 :

1) Advance Income Tax & TDS is net of Provisions of Rs. 80,947,888 (Rs. 78,814,157)

2) Advance for FBT is net of Provisions of Rs. 856,426 (Rs. 856,426)

3) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs. 65,650,134 (Rs. 62,647,941) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note to 1.2

1. Salaries and Wages includes Gratuity Rs. 849,007 ( Rs. 557,956).

2. Employee Beneft includes Managerial Remuneration Rs. 4,500,000 (Rs. 4,500,000). Out of which Remuneration paid to Managing Director Rs. 2,400,000 during the year is subject to approval of the share holders.

Note to 1.3

Management has reviewed the existing activities and based on technical assessment, the carrying amount of certain Intangible Assets (Software) amounting to Rs. 149,886,816/- has been written off during the year as it is no longer usable due to changes in technology.

1.4 Contingent Liabilities and Commitments

a Contingent Liabilities

1 Claims against the company not acknowledge as debt - -

2 Guarantees 125,000 125,000

3 Other money for which the company is contingently liable - - b Commitments

1 Uncalled liability on shares and other investments partly paid - -

2 Other commitment - -

2.31 Disclosure as per AS-15" Employees Benefts"

The followings tables set out the funded status and amount recognised in the companies'' fnancial statement as at 31st March,2013 for the defned beneft plans:

1.5 The Company has been approved as STP unit under the scheme of The Government of India.

1.6 Previous year''s fgures have been regrouped / reclassifed wherever necessary to correspond with the current year''s classifcation/disclosure.


Mar 31, 2012

Notes to 1.1:

1) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share.

2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

5) Disclosure regarding shares issued otherwise than in cash in last 5 years are as follows :-

i) i) 319,149 Equity Shares of par value of Rs. 10/- each fully paid up have been allotted to shareholders of One Two Three India.Com Ltd pursuant to Scheme of Amalgamation.

ii) 9,455,724 Equity Shares of Rs. 10/- each fully paid up as Bonus by way of capitalization of General Reserve & Securities Premium Account.

6) The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the current Financial Year 2011-2012, the Board has proposed to pay amounting to Rs. 17,121,525 including Dividend Tax of Rs. 2,389,847, being Rs. 1 per share (10%), as Dividend.

7) The position of IPO proceeds and utilization there of vis-a-vis the 'Objects of issue' as amended and approved by shareholders at AGM held on September 29,2011 upto March 31,2012 is as follows:

a) Fund raised through IPO Rs. 5365.00 Lacs b) IPO Expenses Rs. 524.04 Lacs c) Net proceeds through IPO Rs. 4840.96 Lacs d) Utilisation as per Objects of issue and amendments thereof: Rs. 4103.96 Lacs e) Balance fund unutilized Rs. 737.00 Lacs.

The unutilized funds were invested in NCDs and balance in current account with bank.

Note to 1.2:

The Company has not received information from its vendors / service providers regarding their status under Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosures' relating to their outstanding amount and interest has not been made.

* There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31st March 2012

1) The company has taken loan from Barclays Investments & Loans (India) Ltd. of Rs. Nil ( Rs. 60,000,000/-) against Hypothecation of Non Convertible Debentures of Rs. Nil ( Rs. 100,000,000/-)

2) Investment with Mutual Fund & Non Convertible Debentures (except SBI Debt Fund ,Series-18 Months-9 Growth 1,000,000 units, ICICI Prudential FMP Series 58- 2 years Plan C 3,000,000 units,ICICI Prudential FMP Series 60-27Month Plan I - Growth 1,000,000 units, ICICI Prudential FMP Series 58- 2 years Plan D 2,000,000 units,Reliance Fixed Horizon Fund - XIX- Series21- Growth Plan 3,000,000 units, ICICI Prudential FMP Series 57-3 year- Plan C 2,000,000 units, Kotak Mahindra MF FMP Series 58 Growth 2,000,000 units and Non Convertiable Debenture Bonds of Amtex Auto Ltd. 30 nos, Magma Fincorp Ltd. 32 nos, Shriram Transport Finance Company Limited 50 nos, Srei Infrastructure Finance Limited 50 nos and Jaiprakash Associates Ltd 50 nos.) are earmarked for Stand By Letter of Credit facility to be utilized by a subsidiary company on which lien has been created.

3) The Company has invested in 1,750,000 Equity Shares of Rs. 10/- each of IntraSoft Technologies Limited held in Trust in terms of the Scheme of Amalgamation.

Notes to 1.3:

1) Advance Income Tax & TDS is net of Provisions of Rs. 78,814,157 (Rs. 47,896,670)

2) Advance for FBT is net of Provisions of Rs. 856,426 (Rs. 856,426)

3) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act, 1961 Rs. 62,647,941 (Rs. 41,663,872) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note to 1.4

1) Salaries and Wages includes Gratuity Rs. 557,956 ( Rs. 555,487).

2) Employee Benefit includes Managerial Remuneration Rs. 4,500,000 ( Rs. 4,500,000).

As at As at 31st March 2012 31st March 2011 Rs. Rs.

1.5 Contingent liabilities and Commitments

a Contingent Liabilities

1 Claims against the company not acknowledge as debt

2 Guarantees 125,000 125,000

3 Other money for which the company is contingently liable - -

b Commitments

1 Uncalled Liability on shares & other investments partly paid - -

2 Other commitment - -

1.6 Segment Reporting

As per requirements of AS-17 of the Companies (Accounting Standard) Rules, 2006, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

1.7 The Company has been approved as STP unit under the scheme of The Government of India.

1.8 The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.


Mar 31, 2010

31st March, 31st March, 2010 2009 Rupees Rupees

1. Contingent Liabilities not provided for in respect of outstanding Bank Guarantee 2,625,000 125,000

The company has not recognised deferred tax asset in respect of brought forward unabsorbed losses of the amalgamated company eligible for adjustment under Income Tax Act against the taxable Income of the company in future as there is no virtual certainty with supporting evidences of realization of the same.

2. Related Party Transactions

a) Names of related parties and nature of relationship where control exists:

3. Fixed Deposit with Bank includes Rs.80,000,000/- (Previous Year Rs. 10,000,000/-) earmarked for overdraft facility taken by the company and Rs 10,000,000/-(Previous Year Rs.10,000,000/-) earmarked for overdraft facility to be utilized by a subsidiary company on which lien has been created.

4. Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs.30,464,939/- (Previous Year Rs 15,031,411/-) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

5. The Company has been approved as STP unit under the scheme of The Government of India.

6.The Company has not received information from vendors regarding their status under the Macro, Small & Medium Enterprises Development Act,2006 and hence disclosures relating to their outstanding amount and interest has not been made.

7.Other Income represents interest received from bank on Fixed Deposit( Gross) Rs 16,983,188/- (Previous Year Rs 15,023,908/-) TDS Rs 2,743,076/- (Previous Year Rs 3,156,384/-) and Exchange Gain Rs NIL (Previous Year Rs..46,08,399/-)

8.As per requirements of AS-17 issued by the Institute of Chartered Accountants of India, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

9. During the year, the company has :-

a) Converted 255,805 1.5% Compulsorily Convertible Cumulative Participating Preference Shares by issue of 255,805 Equity Shares of Rs 10/- each at a premium of Rs 757/- per share.

b) Issued 9,455,724 Equity Shares as Bonus shares to the existing shareholders in the ratio 6:1 by capitalization of Share Premium Account.

10.The Company had filed a Prospectus with the Registrar of Companies, Mumbai on March 30, 2010 in respect of Public Offer of 37,00,000 Equity Shares of Rs 10/- each for cash at a price of Rs 145/- per Equity Share aggregating Rs 53,65,00,000/-. The offer opened on March 23, 2010 and closed on March 26, 2010. The allotment for the same has been approved by the Board of Directors at their meeting held on April 07, 2010. After allotment, the paid up capital of the company will increase to 14,731,678 Equity Shares of Rs 10/- each fully paid up.

11.Figures for the previous year are re-grouped / re-arranged wherever considered necessary to confirm to current years presentation.

Signatures on Schedules 1 tol4 are forming part of the Consolidated Accounts As per our Report of even date annexed herewith





 
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