Mar 31, 2018
DIRECTORS'' REPORT
Dear Shareholders,
Your Directors have pleasure to present the 28th Annual Report and the Audited Accounts for the financial year ended 31st March, 2018. 1. Financial Results
The Company''s financial performance, for the year ended 31st March, 2018 is summarized below:
Particulars |
Standalone |
Consolidated |
||
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
|
Gross Revenues |
5334.44 |
5,622.45 |
5,504.97 |
5,633.13 |
Total Expenditure |
4,534.35 |
5,132.81 |
5,197.55 |
5,969.73 |
Profit/(Loss) before tax |
800.09 |
489.64 |
307.42 |
(336.60) |
Tax Expense |
354.21 |
145.22 |
354.61 |
145.22 |
Profit/(Loss) after tax |
445.88 |
344.41 |
(47.19) |
(481.82) |
Earnings per share |
||||
Basic EPS (Face Value Rs 2/- each) |
2.02 |
1.56 |
(0.21) |
(2.18) |
Diluted EPS (Face Value Rs 2/- each) |
1.86 |
1.54 |
(0.20) |
(2.15) |
2. Year gone by
During the year under review, your company registered a gross revenue of Rs 5334.44 lakhs (previous ? 5,622.45 lakhs) and a profit before tax ? 800.09 lakhs (previous year ? 489.64 lakhs) on a standalone basis. Our profit for this year stands at ? 307.42 lakhs on consolidated basis (previous year loss ? 336.60 lakhs).
This year was a challenging one as our investments into a large managed services deal did not yield expected returns in the anticipated timelines. Due to this we had to reduce our operational expenses and slow down investment of our expansion into matured markets. But now the managed services deal is back on track with both phases of our implementation underway including migration. Despite difficult times, our existing customers trusted us and our strategy to proactively engage with them has resulted in increase in our services revenue. Though we had to slow down our investments on expanding our market presence in matured markets, we could win the confidence of two operators operating in Latin America and Europe for digitalization of their customer experience. Domestically we penetrated deeper into the banking and insurance verticals. Our UniServe NXT platform, which is a low-code rapid application development platform is seeing good traction amongst our customers and partner community.
3. Future Outlook
After successfully overcoming the delays in the managed services deal, we are expecting steady stream of revenue from this account. We are continuously farming our existing customers to up-sell and cross-sell our solutions. Our UniServe NXT platform has generated great interest among our customers and we are in the process of doing proof of concepts. We have made plans to expand our brand in matured markets like USA with our UniServe NXT platform and our solutions. Niche capabilities of our platform like data management for single view of your customer, pre-built solutions for automating customer experience lifecycle, rapid application development for building new customer journeys and digital support platform for greater customer experience address key issues that large enterprises are facing today. We are working with our partners to deploy our solutions in their labs and use it to build enterprise applications. We have partnered with AWS, Microsoft Azure, Oracle Cloud, IBM Cloud and Alibaba Cloud to launch our solutions on their laaS platforms. We have a joint GTM strategy with them to penetrate domestic and global markets.
4. Change in the nature of business
During the year the company has not changed its business.
5. Dividend
In order to conserve its financial resources to meet its growth plan, Your Board could not recommend any dividend for the year under review.
6. Reserves
The Company has not proposed for transfer any amount to Reserves during the financial year and proposes to retain ?. 2,754.14 lakhs in the Profit and Loss Account.
7. Finance
Cash and cash equivalents as at March 31st 2018 were Rs. 329.64 lakhs. The company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.
8. Share Capital
During the year there is no change in the Share capital of the Company. The Company has received an amount of Rs 4,30,156 towards the share application money.
9. Directors and Key Managerial Personnel
In accordance with the Companies Act, 2013 and the rules made thereunder and the Articles of Association of the Company, Mr. Tikam Sujan, retires by rotation and being eligible, offers himself for reappointment.
10. Meetings
During the year 7 (Seven) Board Meetings and 4(Four) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013. A calendar of meetings is prepared and circulated in advance to all the Directors.
11. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
12. Declaration by an Independent Director(s) and re-appointment, if any
The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of independence.
13. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes and Director''s independence. The Remuneration Policy is stated in the Corporate Governance Report.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Remuneration to Directors: |
Particulars |
2017-18 (Rs.) |
% on Total salaries |
(a) Managing Director |
Salary and Perquisites |
3,870,000 |
1.41% |
(b) Whole Time Director |
Salary and Perquisites |
3,870,000 |
1.41% |
B) Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - III
C) No director is in receipt of any commission from the company and the Managing Director/Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board''s Report.
14. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure - IV [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement].
The Company has three Wholly Owned Subsidiary Company (WOS):
(1) "Intense Technologies FZE", in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).
(2) "Intense Technologies INC", in Miami, Florida, United States of America (USA).
(3) "Intense Technologies UK Limited", in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK).
The Company has one Branch:
Intense Technologies Ltd in 10, Anson Road # 24-09, International Plaza, Singapore -079903.
Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.
15. Statutory Auditors
The Statutory Auditors, M/s. M.V. Narayana Reddy & Co., Chartered Accountants, (Firm Registration No. 002370S) the exiting auditors who were appointed on 27th AGM to hold office for a period of five years till conclusion of 32nd Annual General Meeting have expressed unwillingness to the ratification of their appointment as Statutory Auditors of the Company with effect from the conclusion of the Annual General Meeting. A special notice under the provisions of Section 140(4)(i) read with Section 115 of the Companies Act, 2013 and Rule 23 of the Companies (Management and Administration) Rules, 2014 has been received from a Member proposing the appointment of M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad as the Statutory Auditors in place of the resigning Auditors, M/s. M.V. Narayana Reddy & Co., Chartered Accountants.
The Board of Directors on the recommendation of the Audit Committee have approved the appointment M/s. MSPR & Co., Chartered Accountants, as the statutory Auditors of the Company to hold office from the conclusion of this Meeting for a period of three consecutive years, subject to ratification by the members at every Annual General Meeting.
The Board recommends the appointment of M/s. MSPR & Co., Chartered Accountants Chartered Accountants as the statutory Auditors of the Company.
16. Auditors'' Report
The Auditors'' Report does not contain any qualification.
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
17. Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2017-18.
18. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, the Company has appointed Puttaparthi Jagannatham & Co., Practicing Company Secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report given by Puttaparthi Jagannatham and Co., Company Secretaries is annexed with the report. The self explanatory statement on CSR expenditure and Secretarial Audit has been mentioned at the relevant paragraphs. The Secretarial Auditor''s report is self-explanatory and do not call for any further comments and is enclosed as Annexure - V
The Board has appointed M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2017-18 as per the provisions of the Companies Act, 2013 and Rules made thereof and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.
19. Internal Audit Controls and their adequacy
The Company has an internal control system, commensurate with the size scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.
The internal Audit department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.
20. Adequacy of internal financial controls with reference to the financial statements
The company has internal Auditors and the Audit Committee constituted is in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
21. Issue of Employee Stock Options (ESOP''s)
Employees Stock Option Plan as required under SEBI (Share based Employee Benefits) Regulations, 2014 the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007 and Stock Option Plan A 2009 which are in force are given in Annexure -VI.
22. Whistle Blower Policy
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has been uploaded on the website of the Company at www.in10stech.com.
23. Risk Management And Insurance
The Company has established Risk Management Process to manage risks with the objective of maximizing shareholders value.
All the properties of your Company have been adequately insured. Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company''s assets are adequately insured against the risk from fire and earthquake.
24. Extract of Annual Return
As per Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract
of Annual Return is annexed as Annexure -1
25. Material changes and commitments
The company adopted Indian Accounting Standards ("Ind AS") and accordingly the financial results have been prepared in accordance with the recognition and measurement principles stated there in, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and other accounting pronouncements generally accepted in India. The date of transition to Ind AS is April 01, 2016. The impact of transition has been accounted for in opening reserves and the comparative periods have been restated accordingly. Consequently, restatement of prior period income pertaining to financial year 2016-17 has been disclosed in the net profit reconciliation for the year ended March 31, 2017 in notes to financial statements for the year ended 31st March, 2018.
26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
No such orders were passed against the Company.
27. Deposits
The company has not accepted any fixed deposits from the public.
28. Particulars of loans, guarantees or investments under Section 186
(i) Details of loans and advances, investments in subsidiary companies:
Particulars |
Loans and Advances (Rs) |
Investments (Rs) |
Intense Technologies FZE |
2,049,884 |
32,867,725 |
Intense Technologies U.K. Limited |
8,786,013 |
111,159,901 |
Intense Technologies INC |
2,079,371 |
94,100,020 |
Total |
12,915,268 |
238,127,646 |
Related party disclosures are given under notes to Financial Statements in this report.
The cost on investments in Equity Shares of other listed entities: The aggregate market value of these equity shares as on 31st March, 2018 is Rs 129,0007-
(ii) Details of Guarantee / Security Provided
SI.No |
Date of providing security/guarantee |
Details of recipient |
Amount (Rs.) |
Purpose for which the security/guarantee is proposed to be utilized by the recipient |
1 |
09-Jun-16 |
BSNL, Delhi |
37,500,000 |
Performance Bank Guarantee |
2 |
11-Aug-16 |
Millennium Telecom Ltd |
1,500,000 |
Performance Bank Guarantee |
3 |
15-Sep-16 |
CGM ITPC BSNL, Pune |
15,000,000 |
Performance Bank Guarantee |
4 |
15-Sep-16 |
CGM ITPC BSNL, Pune |
15,000,000 |
Performance Bank Guarantee |
Total |
69,000,000 |
29. Particulars of contracts or arrangements 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 material. All related party transactions were placed in the meetings of Audit committee and the Board of Directors for their necessary review and approval.
There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2''."
30. Corporate Governance
A Report on Corporate Governance, forming part of this report, together with the Compliance certificate from the auditors, M/s. Puttaparthi Jagannatham & Co. regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the report as Annexure - VIM
31. Management Discussion and Analysis
A report on Management Discussion & Analysis for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure - VII.
32. Statutory Disclosures
In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - III to the Directors'' Report. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.
33. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to prevent Sexual Harassment of Women at Workplace a new Act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
The company has constituted "Internal Complaints Committee" as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013.
This committee consists of following members: Ms. Padmini leeja Ms. G. Sushma Ms. H.C. Madhavi
During the year under review, no complaint of harassment at the workplace was received by the Committee.
34. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given below:
A. Conservation of Energy:
The Company''s core activity is information technology and services related which is not power intensive. The Company is making every effort to conserve the usage of power.
B. Technology Absorption (R&D, Adaptation and Innovation):
1. Efforts, in brief, made towards technology absorption, adaptation and innovation:
i) Continuous research to upgrade existing products and to develop new products and services.
ii) To enhance its capability and customer service the company continues to carry out R&D activities in house.
2. Benefits derived as a result of the above efforts:
i) Introduction of new and qualitative products, ii) Upgrade of existing products.
3. Future plan of action:
Intense will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.
;. Foreign Exchange Earnings & Outgo:
The details of Foreign Exchange earnings and outgo are given below:
2017-18 |
2016-17 |
||
1 |
Foreign Exchange Earnings |
(Rs. in Lakhs) | |
FOB Value of Goods exported |
2,596.16 |
2,215.82 |
|
2 |
Foreign Exchange Outgo |
||
Travel Expenses |
72.79 |
113.68 |
|
Other expenditure incurred |
0.77 |
35.50 |
|
Transferred for Singapore Branch Expenses |
90.78 |
176.22 |
|
Transferred to Subsidiaries |
97.55 |
766.31 |
|
Share based payments |
499.85 |
35. Corporate Social Responsibility (CSR)
As per Section 135(1) of the Companies Act, 2013 the provisions of Corporate Social Responsibility are applicable to the Company. The Company has constituted the CSR committee as per the CSR Policy Rules and has identified the Education, Health, Environment, Rural Development and Disaster Relief, if any as the focus areas for CSR activities.
The Company could not spend all the earmarked money because of the problems in identifying the better areas and beneficiaries as per its approved CSR Policy.
The Disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure - II
36. Human Resources
Your Company treats its "Human Resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.
37. Directors'' Responsibility Statement
The Directors'' Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, state that-
(a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
38. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
39. Listing with Stock Exchanges
At present the equity shares of the Company are listed on the Bombay Stock Exchange (BSE) Mumbai, and National Stock Exchange of India Limited (NSE), Mumbai. The Company confirms that it has paid Annual Listing Fees due to both the Exchanges for the year 2018-19.
40. Policies
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated all the required policies as mandated. And all the policies are available on our website (http:// in 10 stech. com/in vestots/company-overview#investor)
41. Depository System
As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE781A01025.
42. Acknowledgements
Your Directors'' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, Axis Bank Ltd and shareholders for their continued support. Your Directors'' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.
For and on behalf of the Board |
|
C.K. Shastri |
|
Managing Director |
|
DIN : 00329398 |
|
Place: Secunderabad |
|
Date: 14th August, 2018 |
Jayant Dwarkanath |
Director |
|
DIN : 00329597 |
ANNEXURE I - EXTRACT OF ANNUAL RETURN
FORM NO. MGT 9
As on financial year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014.
1. Registration And Other Details: |
|
Corporate Identity Number (CIN): |
L30007TG1990PLC011510 |
Registration Date |
24/07/1990 |
Name of the Company |
Intense Technologies Limited |
Category/ Sub-Category of the Company |
Company limited by shares / Non-Government Company |
Address of the Registered office and contact details |
A1, Vikrampuri, Secunderabad - 500009, Telangana, India Tel: 91 40 44558585 Fax: 91 40 27819040 Email: [email protected] Website: www.in10stech.com |
Listed Company (Yes/No) |
Yes |
Name, address and contact details of Registrar and Transfer agent |
Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nana-kramguda, Hyderabad - 500032 Tel: 91 40 67162222 Email: [email protected] |
II. Principal Business Activities Of The Company
SI.No |
Name and Description of main products / services |
NIC Code of the Product/ service |
% to total turnover of the company |
1 |
Computer programming, consultancy and related activities |
620 |
100 |
III. Particulars Of Holding, Subsidiary And Associate Companies
SI. No |
Name and address of the company |
CIN/GLN |
Holding/ Subsidiary / Associate |
% of holding |
Applicable section |
1 |
Intense technologies FZE |
- |
Subsidiary Company |
100 |
Section 2 (87) |
2 |
Intense Technologies INC |
- |
Subsidiary Company |
100 |
Section 2 (87) |
3 |
Intense Technologies UK Limited |
Subsidiary Company |
100 |
Section 2 (87) |
IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
S.No |
Category of Shareholders |
No. of Shares held at the beginning of the year (1 April, 2017) |
No. of Shares held at the end of the year (31 March, 2018) |
Change during the year |
||||||
Demat |
Physical |
Total |
%of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|||
(A) |
PROMOTER AND PROMOTER GROUP |
|||||||||
0) |
INDIAN |
|||||||||
(a) |
Individual /HUF |
4084119 |
0 |
4084119 |
18.46 |
4084119 |
0 |
4084119 |
18.46 |
0.00 |
(b) |
Central Government/ State Government(s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(c) |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(d) |
Financial Institutions / Banks |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(e) |
Others |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
Sub-Total A(1) : |
4084119 |
0 |
4084119 |
18.46 |
4084119 |
0 |
4084119 |
18.46 |
0.00 |
|
(2) |
FOREIGN |
|||||||||
(a) |
Individuals (NRIs/ Foreign Individuals) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(b) |
Bodies Corporate |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(c) |
Institutions |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(d) |
Qualified Foreign Investor |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(e) |
Others |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
Sub-Total A(2) : |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
|
Total A=A(1) A(2) |
4084119 |
0 |
4084119 |
18.46 |
4084119 |
0 |
4084119 |
18.46 |
0.00 |
|
(B) |
PUBLIC SHAREHOLDING |
|||||||||
0) |
INSTITUTIONS |
|||||||||
(a) |
Mutual Funds /UTI |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(b) |
Financial Institutions /Banks |
0 |
0 |
0 |
0.00 |
21340 |
0 |
21340 |
0.10 |
0.10 |
(c) |
Central Government / State Government(s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(d) |
Venture Capital Funds |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(e) |
Insurance Companies |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(f) |
Foreign Institutional Investors |
0 |
0 |
0 |
0.00 |
21518 |
0 |
21518 |
0.10 |
0.10 |
(g) |
Foreign Venture Capital Investors |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(h) |
Qualified Foreign Investor |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
0) |
Others |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
Sub-Total B(1) : |
0 |
0 |
0 |
0.00 |
42858 |
0 |
42858 |
0.19 |
0.19 |
|
(2) |
NON-INSTITUTIONS |
|||||||||
(a) |
Bodies Corporate |
2392106 |
3600 |
2395706 |
10.83 |
2994515 |
3400 |
2997915 |
13.55 |
2.72 |
(b) |
Individuals |
(c) |
Others |
|||||||||
Clearing Members |
89937 |
0 |
89937 |
0.41 |
187465 |
0 |
187465 |
0.85 |
0.44 |
|
NBFC |
62000 |
0 |
62000 |
0.28 |
10471 |
0 |
10471 |
0.05 |
-0.23 |
|
Non Resident Indians |
972554 |
0 |
972554 |
4.40 |
628806 |
0 |
628806 |
2.84 |
-1.55 |
|
NRI Non-Repatri ation |
127253 |
0 |
127253 |
0.58 |
161746 |
0 |
161746 |
0.73 |
0.16 |
|
Trusts |
1000 |
0 |
1000 |
0.00 |
1000 |
0 |
1000 |
0.00 |
0.00 |
|
(d) |
Qualified Foreign Investor |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
Sub-Total B(2) : |
17462424 |
577518 |
18039942 |
81.54 |
17829205 |
167879 |
17997084 |
81.35 |
-0.19 |
|
Total B=B(1) B(2) : |
17462424 |
577518 |
18039942 |
81.54 |
17872063 |
167879 |
18039942 |
81.54 |
0.00 |
|
Total (A B) : |
21546543 |
577518 |
22124061 |
100.00 |
21956182 |
167879 |
22124061 |
100.00 |
0.00 |
|
(C) |
Shares held by custodians, against which Depository Receipts have been issued |
|||||||||
(1) |
Promoter and Promoter Group |
|||||||||
(2) |
Public |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
GRAND TOTAL (A B C) : |
21546543 |
577518 |
22124061 |
100.00 |
21956182 |
167879 |
22124061 |
100.00 |
(ii) Shareholding of Promoter |
||||||||
SI. No |
Shareholder''s Name |
Shareholding at the beginning of the year (1 April, 2017) |
Share holding at the end of the year (31 March, 2018) |
% change in share holding during the year |
||||
No. of Shares |
% of total Shares of the company |
%of Shares Pledged / encumbered to total shares |
No. of Shares |
% of total Shares of the company |
%of Shares Pledged / encumbered to total shares |
|||
1 |
C.K.Shastri |
1714792 |
7.75 |
0 |
1714792 |
7.75 |
0 |
0 |
2 |
Chidella Uma Maheswari |
93525 |
0.42 |
0 |
93525 |
0.42 |
0 |
0 |
3 |
Tikam Sujan |
2275802 |
10.29 |
2275802 |
10.29 |
0 |
0 |
|
Total |
4084119 |
18.46 |
0 |
4084119 |
18.46 |
0 |
0 |
(iii) Change in Promoters'' Shareholding - There is no change in the Promoter''s Shareholding and the details are given below:
SI. No |
Shareholding at the beginning of the year |
Cumulative Shareholding at the end of the year |
|||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
1 |
C. K. SHASTRI |
||||
At the beginning of the year |
1714792 |
7.75 |
1714792 |
7.75 |
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): |
- |
- |
- |
- |
|
At the end of the year |
1714792 |
7.75 |
1714792 |
7.75 |
|
2 |
CHIDELLA UMA MAHESWARI |
||||
At the beginning of the year |
93525 |
0.42 |
93525 |
0.42 |
|
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): |
- |
- |
- |
- |
|
At the end of the year |
93525 |
0.42 |
93525 |
0.42 |
|
3 |
TIKAM SUJAN |
||||
At the beginning of the year |
2275802 |
10.29 |
2275802 |
10.29 |
|
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): |
- |
- |
- |
- |
|
At the end of the year |
2275802 |
10.29 |
2275802 |
10.29 |
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
SI. No |
Name of the Top 10 Shareholders |
Shareholding at the beginning of the year |
Cumulative shareholding at the end of the year |
||
No. of shares |
% of total shares of the Company |
No. of shares |
% of total shares of the Company |
||
1 |
UNO Metals Ltd |
2000 |
0.01 |
600000 |
2.71 |
2 |
Anita Sarin |
570944 |
2.63 |
287614 |
1.30 |
3 |
Anil Sarin |
517075 |
2.38 |
517075 |
2.34 |
4 |
National Capital Region Electronic Pvt Ltd |
500000 |
2.30 |
500000 |
2.26 |
5 |
Prakash Mangilal Jain |
448000 |
2.06 |
0 |
0.00 |
6 |
Satpal Khattar |
392212 |
1.81 |
392212 |
1.77 |
7 |
13 Infosystem Private Limited |
323220 |
1.49 |
76872 |
0.35 |
8 |
Globe Capital Market Ltd |
25975 |
0.12 |
241632 |
1.09 |
9 |
Sai Prasanna Manchineni |
186676 |
0.86 |
240050 |
1.09 |
10 |
Utsav PramodKumar Shrivastav |
240000 |
1.11 |
259217 |
1.17 |
(v) Shareholding of Directors and Key Managerial Personnel: |
|||||
SI. No |
Shareholding of each Directors and each Key Managerial Personnel |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
1 |
C. K. SHASTRI |
||||
At the beginning of the year |
1714792 |
7.75 |
1714792 |
7.75 |
|
Increase/Decrease during the year |
- |
- |
- |
- |
|
At the end of the year |
1714792 |
7.75 |
1714792 |
7.75 |
|
2 |
JAYANT DWARKANATH |
||||
At the beginning of the year |
1285635 |
5.81 |
1285635 |
5.81 |
|
Increase/Decrease during the year |
- |
- |
- |
- |
|
At the end of the year |
1285635 |
5.81 |
1285635 |
5.81 |
|
3 |
TIKAM SUJAN |
||||
At the beginning of the year |
2275802 |
10.29 |
2275802 |
10.29 |
|
Increase/Decrease during the year |
- |
- |
- |
- |
|
At the end of the year on 31/03/2015 |
2275802 |
10.29 |
2275802 |
10.29 |
|
4 |
SARADA DEVI VEMURI |
||||
At the beginning of the year |
0 |
0 |
- |
- |
|
Increase/Decrease during the year |
0 |
0 |
- |
- |
|
At the end of the year |
- |
- |
0 |
0 |
|
5 |
PAVAN KUMAR PULAVARTY |
||||
At the beginning of the year |
0 |
0 |
- |
- |
|
Increase/Decrease during the year |
0 |
0 |
- |
- |
|
At the end of the year |
- |
- |
0 |
0 |
|
6 |
SRIVATH SHANKER RAO KANDUKURI |
||||
At the beginning of the year |
0 |
0 |
- |
- |
|
Increase/Decrease during the year |
0 |
0 |
- |
- |
|
At the end of the year |
- |
- |
0 |
0 |
|
7 |
SIVA RAMA MALLICK VADLAMANI |
||||
At the beginning of the year |
0 |
0 |
- |
- |
|
Increase/Decrease during the year |
0 |
0 |
- |
- |
|
At the end of the year |
- |
- |
0 |
0 |
|
8 |
H. MADHUKAR NAYAK |
||||
At the beginning of the year |
72250 |
0.33 |
72250 |
0.33 |
|
Increase/Decrease during the year |
12350 |
0.06 |
- |
- |
|
At the end of the year |
59900 |
0.27 |
59900 |
0.27 |
|
9 |
K. TEJASWI |
||||
At the beginning of the year |
1125 |
0 |
1125 |
0 |
|
Increase/Decrease during the year |
- |
- |
- |
- |
|
At the end of the year |
1125 |
0 |
1125 |
0 |
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(Amount in Rs) |
||||
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year |
0 |
0 |
0 |
0 |
i) Principal Amount |
23,866,977 |
0 |
0 |
23,866,977 |
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
Total (i ii iii) |
0 |
0 |
0 |
0 |
Change in Indebtedness during the financial year |
||||
* Addition |
50,000,000 |
0 |
0 |
50,000,000 |
* Reduction |
23,866,977 |
0 |
0 |
23,866,977 |
Net Change |
50,000,000 |
0 |
0 |
50,000,000 |
Indebtedness at the end of the financial year |
50,000,000 |
0 |
0 |
50,000,000 |
i) Principal Amount |
0 |
0 |
0 |
0 |
ii) Interest due but not paid |
0 |
0 |
0 |
0 |
iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
Total (i ii iii) |
50,000,000 |
50,000,000 |
VI. Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amounting)
SI. No |
Particulars of Remuneration |
Name of MD / WTD/ Manager |
Total Amount |
|
MD |
WTD |
|||
1 |
Gross salary (?) |
29,02,500 |
29,02,500 |
58,05,000 |
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
||||
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
9,67,500 |
9,67,500 |
19,35,000 |
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
- |
- |
|
2 |
Stock Options converted into equity shares WTD - 862500 |
- |
- |
- |
3 |
Sweat Equity |
- |
- |
- |
4 |
Commission - as % of profit - others, specify... |
- |
- |
- |
5 |
Others, please specify |
|||
Total |
38,70,000 |
38,70,000 |
77,40,000 |
B. Remuneration to other Directors - No remuneration is paid to any other directors, except Mr. K.S. Shanker Rao who was paid as amount of Rs 140.000/- during the year 2017-18.
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD
(Rs in lakhs)
SI. No |
Particulars of Remuneration |
Key Managerial Personnel |
||
CFO |
CS |
Total |
||
1 |
Gross salary |
|||
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
17.85 |
7.20 |
25.05 |
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
5.44 |
0.29 |
5.73 |
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
â |
â |
â |
|
2 |
Stock Options |
â |
â |
â |
3 |
Sweat Equity |
â |
â |
â |
4 |
Commission |
â |
â |
â |
- as % of profit |
â |
â |
â |
|
others, specify... |
â |
â |
â |
|
5 |
Others, please specify |
â |
â |
â |
Total |
23.30 |
7.49 |
30.78 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
The company has complied with all the requirements of the Listing Agreement / Listing Regulations with the Stock Exchange as well as regulations and guidelines of SEBI. No penalties or strictures were imposed by SEBI, Stock Exchanges or any other Statutory Authorities on matters relating to the capital markets for the year covered under this report.
ANNEXURE- II
Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014
1. A brief outline of the Company''s CSR Policy, including overview of projects or programmes undertaken / proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes. (Web link: www. inlOstech.com). The primary focus areas are:
⢠Education - To provide education and skill development to rural youth.
⢠Health - To provide health care, medication, safe drinking water to underprivileged sections of the society.
⢠Environment - To promote a clean and green environment.
⢠Rural Development - To adopt schools and distribute books to students in schools in rural areas.
2. Corporate Social Responsibility Committee
Chairman: Mr. K. S. Shanker Rao Member: Mrs. V. Sarada Devi Member: Mr. V.S. Mallick
3. Average Net profit for the preceding three Financial Years for the purpose of computation of CSR : Rs 36,086,273.67 Crores.
4. Prescribed CSR expenditure (2% of Average Net Profit): Rs 721,725.47
5. Details of CSR spend for the financial year:
a. Total amount spent during the financial year 2017-18: Nil
b. Amount unspent, if any: Rs 721,725.47
c. Manner in which the amount spent during the financial year is detailed below:
SI. No |
CSR Projects or activity identified |
Sector in which the project is covered |
Projects or programs (1) Local area or other (2) Specify the State and District where projects or programs was undertaken |
Amount outlay (budget) project or programs wise (Rs.) |
Amount spent on the projects Sub heads: (1) Direct expenditure on projects or programs (2) Overheads (Rs) |
Cumulative expenditure upto the reporting period (Rs) |
Amount spent: Direct or through implementing agency |
(D |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
6. The Company could not spend the earmarked money because of the problems in identifying the areas and beneficiaries and the amount on CSR expenditure is proposed to be spent during the current year and the next years.
7. We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR Objectives and Policy of the Company.
Place: Secunderabad |
C. K. Shastri |
K. S. Shanker Rao |
Date: 14th August, 2018 |
Managing Director |
Chairman of the Committee |
ANNEXURE - III Particulars of Employees
a) Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The Company is an Enterprise of Software products and related activities Company. The remuneration and perquisites provided to our employees are at par with industry standards. Keeping in view, the business objectives of the Company and to match the compensation with IT industry, the nomination and remuneration committee continuously reviews the compensation of CEO and senior executives of the Company. Permanent employees on the rolls of the Company as on 31.03.2018 were 318.
Remuneration paid to whole time Directors (Rs in Lakhs) |
||||||
Name of the Director |
Title |
2018 |
2017 |
%of increase |
Ratio of remuneration to MRE |
Ratio of remuneration to MRE and WTD |
Jayant Dwarkanath |
Whote time Director |
|||||
38.70 |
68.00 |
- |
13.69 |
13.70 |
||
Remuneration paid to Independent Directors (Rs in Lakhs)
Name of the Director |
2018 |
2017 |
% of increase |
Nil |
Nil |
Nil |
Nil |
Remuneration of other Key Managerial Personnel (Rs in Lakhs)
Name of the Director |
Title |
2018 |
2017 |
% of increase |
Ratio of remuneration to MRE (excluding WTD) |
Ratio of remuneration to MRE and WTD (excluding |
H.M. Nayak |
Head - Finance |
23.30 |
26.84 |
- |
6.32 |
WTD) 6.32 |
K. Tejaswi |
Company Secretary and Compliance Officer |
7.49 |
7.20 |
2.55 |
2.55 |
b) Information as per Rule 5(2) of Chapter XIII, The Companies (Appointment and remuneration of Managerial personnel) Rules, 2014
SI.No. |
Name |
Designation/ Nature of Duties |
Remuneration Received P.A (?) |
Qualification |
Experience in years |
Age in years |
Date of commencement of employment |
Last employment held |
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
i |
C.K.Shastri |
Chairman & Managing Director |
38,70,000/- |
B.Com., PG DBM |
37 |
59 |
1990 |
Xerox Modi Corporation Limited, India |
Australia and New Zealand Banking Group Limited (ANZ), India |
||||||||
" |
Jayant Dwarkanath |
Whole Time Director |
38,70,000/- |
BE, M.B.A |
31 |
53 |
1999 |
Note: Remuneration as shown above comprises of Salary, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Superannuation Fund.
For and on behalf of the Board
Place: Secunderabad |
C. K. Shastri |
Jayant Dwarkanath |
Date: 14th August, 2018 |
Chairman & Managing Director |
Whole Time Director |
ANNEXURE- IV
Statement Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed FORM AOC -1 relating to Subsidiary, Associate and Jointly Controlled Companies.
(Amount in Rs) |
|||
Particulars |
Intense Technologies FZE |
Intense Technologies INC |
Intense Technologies UK Limited |
Issued & Subscribed Capital |
32,770,600 |
93,997,020 |
113,758,785 |
Profit/(Loss) Account |
(56,995,744) |
(84,456,160) |
(117,563,552) |
Total Assets |
35,081,618 |
29,532,978 |
3,946,137 |
Total Liabilities |
35,081,618 |
29,532,978 |
3,946,137 |
Investments |
- |
- |
- |
Turnover |
38,522,665 |
32,022,424 |
- |
Profit/(Loss) before Tax |
(8,344,574) |
(14,280,357) |
- |
Provision for Tax |
- |
- |
- |
Profit/(Loss) After Tax |
(8,344,574) |
(14,280,357) |
- |
Proposed Dividend |
- |
- |
- |
For and on behalf of the Board
Place: Secunderabad |
C. K. Shastri |
Jayant Dwarkanath |
Date: 14th August, 2018 |
Chairman & Managing Director |
Whole Time Director |
ANNEXURE-V
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31st 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members of Intense Technologies Limited
A1, Vikrampuri,
Secunderabad - 500009.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Intense Technologies Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company''s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;
ill. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Share Based Employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
vi. Other Specifically applicable laws to the Company:
⢠Information Technology Act, 2000
⢠The Special Economic Zones Act, 2005
⢠Software Technology Parks of India Rules and Regulations
⢠Indian Copy rights Act, 1957 The Trademarks Act, 1999
⢠The Patents Act, 1970
We have also examined compliance with the applicable clauses of the following:
(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Secretarial Standards issued by the Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
Based on the information provided by the Company, its officers and its authorised representatives during the conduct of the audit and also on review of quarterly reports by respective Department Heads/Company Secretary/ CEO taken on record by the Board of Directors of the Company, adequate systems and processes and control mechanism exist in the company to monitor and ensure the compliance of with the applicable general laws like labour laws, competition law and environment laws.
⢠The Compliance by the Company of applicable financial laws like direct and indirect laws, has not been reviewed in this Audit since the same have been subject to review by Statutory Financial Audit and Other designated professionals.
⢠The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
⢠Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All the decisions at the Board Meetings and Committee Meetings have been carried out unanimously as recorded in the Minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that
The Prescribed CSR expenditure of 2% of average net profit of the last three years has not been spent by the company.
We further report that
⢠there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
there were no such specific events/actions in pursuance of the above referred laws, rules, regulations, etc., having a major bearing on the Company''s affairs.
For Puttaparthi Jagannatham & Co. |
|
Place: Hyderabad |
Rama Bandaru |
Date: 14th August, 2018 |
Practicing Company Secretary |
COP No: 7739 |
|
ACS NO: 19456 |
''ANNEXURE A''
To
The Members of Intense Technologies Limited
A1, Vikrampuri,
Secunderabad - 500009.
Our report with given date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
For Puttaparthi Jagannatham & Co. |
|
Rama Bandaru |
|
Place: Hyderabad |
Practicing Company Secretary |
Date: 14th August, 2018 |
COP No: 7739 |
ACS NO: 19456 |
ANNEXURE-VI
Disclosures pursuant Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
During the year under report the following Employees Stock Option Plans are in operation for issue and grant of stock options to its employees and Directors in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
1. Fortune Employees Stock Option Plan 2005;
2. Intense Employees Stock Option Plan - A 2007;
3. Intense Employee Stock Option Plan Scheme - A 2009 and
The requisite disclosures of particulars with respect to these schemes during the year 2017-18 are as under:
1. Fortune Employees Stock Option Plan 2005:
a. Number of options approved by the shareholders - 30,00,000.
b. Number of options granted - 29,17,000
c. Number of options vested and exercised upto 31.03.2018 - 22,59,200
d. Pricing Formula: Exercise price of Rs 2/- per share.
2. Intense Employees Stock Option Plan A 2007:
a. Number of options approved by the shareholders - 5,00,000.
b. Pricing Formula: Exercise price for the options to be granted under this plan is the price determined by the Board in accordance with SEBI Guidelines i.e. Price prevailing on the date of grant.
c. Number of options granted up to 31.03.2018: 4,50,000.
d. Options not yet granted: 50,000.
3. Intense Employee Stock Option Plan Scheme A 2009:
a. Number of options approved by the shareholders 20,00,000.
b. Pricing Formula: Exercise price of Rs 2/- per share.
c. Number of options granted: 10,31,000.
- Options granted on 28.11.2013:10,06,000
- Options granted on 19.08.2014: 25,000
d. Number of options vested and exercised upto 31.03.2018 - 630779
For and on behalf of the Board
Place: Secunderabad |
C. K. Shastri |
Jayant Dwarkanath |
Date: 14th August, 2018 |
Chairman & Managing Director |
Whole Time Director |
Mar 31, 2015
Dear Members,
The Directors have pleasure to present the 25th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2015.
1. Financial Results
The Company's financial performance, for the year ended 31st March,
2015 is summarized below:
(Rs. in Lakhs)
Particulars Standalone
2014-2015 2013-14
Gross Revenues 4,948.08 4,679.24
Total Expenditure 4,145.99 3,435.20
Profit before tax 802.09 1,244.04
Tax Expense 136.40 119.25
Profit after tax 665.69 1,124.79
Earnings per share
Basic EPS (Face Value Rs. 2/- each) 3.45 5.83
Diluted EPS (Face Value Rs. 2/- each) 3.09 5.30
Particulars Consolidated
2014-2015
Gross Revenues 4,860.31
Total Expenditure 4,354.32
Profit before tax 505.99
Tax Expense 136.40
Profit after tax 369.59
Earnings per share
Basic EPS (Face Value Rs. 2/- each) 1.92
Diluted EPS (Face Value Rs. 2/- each) 1.72
2. Review of Operations
During the year under review, your Company registered a gross revenue
of Rs. 4,948.08 Lakhs (previous year Rs.4,679.24 Lakhs) and a Profit
Before Tax of Rs. 802.09 Lakhs (previous year Rs. 1,244.04 Lakhs).
The highlight for the year was the conclusion of a multi-year,
multi-country, global price agreement with one of the largest
communications solutions providers of the world. This opens new
opportunities for our solution across all worldwide locations of this
Fortune 500 enterprise. We also maintained market leadership in South
Asia for our UniServe solutions. Our increased sales investments in
Europe and both the Americas, while affecting our margins for the
current year, have been instrumental in building a strong sales
pipeline for the forthcoming period. We now have customers in all the
four continents and are actively exploring new opportunities jointly
with large SIs and local partners.
3. Future Outlook
Digital Transformation across large enterprises is a global phenomenon
now. Our UniServe platform, in the past year, has successfully
proven its capability as an accelerator to this transformation process.
Additionally, with the aforementioned global price agreement in place
now, we will endeavor to reach out to all global locations of the
enterprise and conclude new opportunities. In the forthcoming year we
are also launching our cloud platform to pursue new revenue
opportunities in the large SMB segment in India.
Long sales cycles are inherent to enterprise-scale solutions and with
our limited sales network in the past, we haven't been successful in
building a pipeline robust enough to deliver substantial quarter on
quarter numbers. We are in the process of correcting this anomaly by
buttressing our global sales teams who are already in the process of
building a strong sales pipeline. This, along with the assured periodic
annuity from our existing engagements, we believe, will allow us to
deliver consistently over a quarterly basis, within the next couple of
years. Furthermore, our pursuit of global opportunity should also
improve profitability as our margin realization has been superior on
our export earnings. The Government is a large purchaser of technology
solutions and we are also focused on opportunities in this sector.
4. Change in the nature of business
During the year the company has not changed its business.
5. Dividend
In order to conserve its financial resources to meet its growth plan,
your Board could not recommend any dividend for the year under review.
6. Reserves
The Company has not proposed for transfer any amount to Reserves during
the financial year and proposes to retain Rs. 244,700,331/- in the
Profit and Loss Account.
7. Finance
Cash and cash equivalents as at March 31st 2015 were Rs. 234,108,666/-.
The company continues to focus on judicious management of its working
capital, receivables, and inventories. Other working capital parameters
were kept under strict check through continuous monitoring.
8. Share Capital
During the year, there was no
a. Issue of shares with differential rights;
b. Issue of sweat equity shares;
c. Provision of money by company for purchase of its own shares by
employees or trustees for the benefit of employees
However, Your Company has issued Employee Stock Options and the details
are enclosed in Annexure - VII.
9. Directors and Key Managerial Personnel
In accordance with the Companies Act, 2013 and the Articles of
Association of the Company, Mr. V. S. Mallick and Mr. K. S. Shanker Rao
retire by rotation and being eligible, offer themselves for
reappointment.
Mr. Navajyoth Puttaparthi has been appointed as the Company Secretary
with effect from 24th October, 2014.
10. Meetings
During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee
Meetings were convened and held. The details are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013. A calendar of
meetings is prepared and circulated in advance to all the Directors.
11. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
12. Declaration by an Independent Director(s) and re- appointment, if
any
The Independent Director(s) have submitted the declaration of
independence pursuant to Section 149(7) of the Act stating that he/she
meets the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013.
13. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for appointment and remuneration of
Directors, Key Managerial Personnel and other employees including
criteria for determining qualifications, positive attributes and
director's independence. The Remuneration Policy is stated in the
Corporate Governance Report.
Managerial Remuneration
A) Details of the ratio of the remuneration of each Director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Remuneration to Directors: 2014-15 (Rs.)
(a) Managing Director - Salary 6,000,000
- Perquisites -
(b) Whole Time Director - Salary 6,000,000
- Perquisites -
Remuneration to Directors: % on total salaries
(a) Managing Director 2.24%
-
(b) Whole Time Director 2.24%
-
B) Statement of Particulars of employees pursuant to the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure - III.
C) No director is in receipt of any commission from the company and the
Managing Director/ Whole-time Director of the Company have not received
any remuneration or commission from any other Company subject to its
disclosure by the Company in the Board's Report.
14. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of Section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is given as Annexure - IV [Performance
and financial position of each of the subsidiaries, associates and
joint venture companies included in the consolidated financial
statement].
The Company has three Wholly Owned Subsidiary Company (WOS):
(1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United
Arab Emirates (UAE).
(2) "Intense Technologies INC" in Florida, United States of America
(USA).
(3) Intense Technologies UK Limited in 200 Brook Drive, Green Park,
Reading RG2 6UB, United Kingdom (UK).
The Company has one Branch:
Intense Technologies Ltd in 9, Temasek Boulevard, # 19-05, Suntec Tower
Two, Singapore - 038989.
There were no commercial operations in Intense Technologies INC and
Intense Technologies UK Limited during the financial year 2014-15.
Further, the Annual Accounts and related documents of the subsidiary
company shall be kept open for inspection at the Registered & Corporate
Office of the Company. The Company will also make available copy
thereof upon specific request by any Member of the Company interested
in obtaining the same. Further, pursuant to Accounting Standard AS-21
issued by the Institute of Chartered Accountants of India, Consolidated
Financial Statements presented by the Company in this Annual Report
include the financial information of its subsidiary.
15. Statutory Auditors
M/s Srinivas P & Associates, Chartered Accountants, Independent
Auditors of the Company were appointed in the last Annual General
meeting for a period of three years till conclusion of Twenty Seventh
Annual General Meeting. The resolution relating to ratification of the
appointment is put to ratification by members in the ensuing Annual
General Meeting.
16. Auditors' Report
The Auditors' Report does not contain any qualification.
Notes to Accounts and Auditors remarks in their report are
self-explanatory and do not call for any further comments.
17. Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company for the Financial Year 2014-15.
18. Secretarial Audit Report
A Secretarial Audit Report given by M/s Puttaparthi Jagannatham and
Co., Company Secretaries, is annexed with the report. The delays in ROC
filings were due to non availability of the signatory and objectives
were however met. The self explanatory statement on CSR expenditure and
Secretarial Audit has been mentioned at the relevant paras. The report
is self-explanatory and do not call for any further comments and is
enclosed as Annexure - V.
19. Internal Audit Controls and their adequacy
The Company has an internal control system, commensurate with the size
scale and complexity of its operations. The scope and authority of the
Internal Audit Function is defined in the Internal Audit Manual. To
maintain its objectivity and independence the Internal Audit function
reports to the Chairman of the audit committee of the Board and to the
Chairman and Managing Director.
The internal Audit department monitors and evaluate the efficiency and
adequacy of the internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit
functions, process owner undertake corrective actions in their
respective areas and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon
are presented to the audit committee of the Board.
20. Adequacy of internal financial controls with reference to the
financial statements
The company has internal Auditors and the Audit Committee constituted
are in place to take care of the same. During the year, the Company
continued to implement their suggestions and recommendations to improve
the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.
21. Issue of employee stock options
Employees Stock Option Plan As required by Clause 12 of SEBI (Employee
Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines
1999, the disclosures of the Employees Stock Option Plan 2005, Stock
Option Plan A 2007, Stock Option Plan A 2009 and Stock Option Plan B
2009 which are in force are given in Annexure - VII.
22. Whistle Blower Policy
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Whistle Blower Policy for directors and employees to
report genuine concerns has been established. The Whistle Blower Policy
has been uploaded on the website of the Company at www.in10stech.com.
23. Risk Management And Insurance
The Company has established Risk Management Process to manage risks
with the objective of maximizing shareholders value.
All the properties of your Company have been adequately insured. Your
Company continuously monitors business and operational risk through
business process, re-engineering and reviewing areas such as
production, finance, legal and other issues. An exhaustive exercise is
underway to bring a model regulating risk management mechanism. Your
Company's assets are adequately insured against the risk from fire and
earthquake.
24. Extract of Annual Return
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return is annexed as Annexure - I.
25. Material changes and commitments
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the company.
26. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future
No such orders were passed against the Company.
27. Deposits
The company has not accepted any fixed deposits from the public.
28. Particulars of loans, guarantees or investments under Section 186
(i) Details of Loans: No Loans were made during the Financial Year 2014
-15.
(ii) Details of Investments: The details of the Investments in equity
shares in other listed entities aggregating to Rs. 37,343/- of the
Company are given in Notes to the Financial Statements.
(iii) Details of Guarantee / Security Provided
Date of providing
SL security/ Details of recipient Amount (Rs.)
No guarantee
1 15.01.2010 BSNL, MH Telecom 506,660
2 07.01.2010 BSNL, MH Telecom 506,660
3 17.09.2014 BSNL, Patna 11,542
SL Purpose for which the security / guarantee
No is proposed to be utilized by the recipient
1 Bank Guarantee
2 Bank Guarantee
3 Bank Guarantee
29. Particulars of contracts or arrangements with related parties
As a matter of policy, your Company carries out transactions with
related parties on an arms' length basis. There are no materially
significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which
may have potential conflict with interest of the company at large.
Statement of these transactions is given in other explanatory
information attached in compliance of Accounting Standard No. AS-18.
30. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement shall be annexed with the report.
31. Management Discussion and Analysis
A report on Management Discussion & Analysis for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is provided in a separate section forming part of
this Annual Report and is enclosed as Annexure - VI.
32.Statutory Disclosures
In terms of the provisions of the Companies Act, 2013 and other
applicable regulations read with the Companies (Particulars of
Employees) Rules, 1975 as amended, the names and other particulars of
the employees are set out in the annexure to the Directors' Report.
However, as per the provisions of the said Act read with Clause 32 of
the Listing Agreement, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company at the registered office of the Company.
33. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohi- bition and Redressal) Act, 2013
In order to prevent Sexual Harassment of Women at Workplace a new act
"The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013" has been notified on 9th December, 2013.
Under the said Act every Company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
The Company has constituted "Internal Complaints Committee" as required
under Section 4 (1) of Sexual harassment of women at work place
(prevention, prohibition and redressal) act, 2013.
This committee consists of following members:
Ms. V. Madhumathi
Ms. Drishti Chhabria
Ms. H. C. Madhavi
During the year under review, no complaint of harassment at the
workplace was received by the Committee.
34. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars as prescribed under Sub Section (3) (m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014.
A. Conservation of Energy :
The Company's core activity is information technology and services
related which is not power intensive. The Company is making every
effort to conserve the usage of power.
B. Technology Absorption (R&D, Adaptation and Innovation):
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation:
i) Continuous research to upgrade existing products and to develop new
products and services.
ii) To enhance its capability and customer service the company
continues to carry out R & D activities in house.
2. Benefits derived as a result of the above efforts:
i) Introduction of new and qualitative products.
ii) Upgrade of existing products.
3. Future plan of action:
Intense will continue to invest in and adopt the best processes and
methodologies suited to its line of business and long-term strategy.
Training employees in the latest appropriate technologies will remain a
focus area. The Company will continue to leverage new technologies and
also on the expertise available.
C. Foreign Exchange Earnings & Outgo:
The details of Foreign Exchange earnings and outgo are given below:
(Rs. In Lakhs)
2014-15 2013-14
1 Foreign Exchange Earnings
FOB Value of Goods exported 2,727.95 2,170.94
2 Foreign Exchange Outgo
Travelling 221.48 217.08
Other expenditure incurred 96.89 83.18
Transferred to Singapore Branch 106.03 0.58
Transferred to Subsidiaries 337.82 121.20
35. Corporate Social Responsibility (CSR)
The Company has constituted the CSR committee as per the CSR Policy
Rules and has identified the Education, Health, Environment, Rural
Development and Disaster Relief, if any as the focus areas for CSR
activities.
The Company could not spend all the earmarked money because of the
problems in identifying the areas and beneficiaries. However, the
unspent amount in the year 2014-15 is proposed to be spent during the
current year 2015-16 and the next years.
The Disclosure as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 are enclosed with this report as
Annexure - II.
36. Human Resources
Your Company treats its "Human Resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
37. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in Clause (c) of
Sub-Section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
38. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
39. Listing with Stock Exchanges
At present the equity shares of the Company are listed on the Bombay
Stock Exchange at Mumbai. The company confirms that it has paid Annual
Listing Fees due to the Bombay Stock Exchange for the year 2015 -16.
40. Depository System
Members are aware that your Company's shares are tradable compulsorily
in electronic form and your Company has established connectivity with
both National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). In view of the numerous
advantages offered by the depository system, the members are requested
to avail the facility of Dematerialization of the Company's shares on
NSDL & CDSL. The ISIN allotted to the Company's Equity shares is
INE781A01025.
41. Acknowledgements
Your Directors' convey their sincere thanks to State Bank of Hyderabad,
HDFC Bank Ltd, and shareholders for their continued support. Your
Directors' place on record, appreciation of the contribution made by
the employees at all levels and looks forward to their continued
support.
For and on behalf of the Board
Place: Secunderabad C. K. Shastri Jayant Dwarkanath
Date: 13th August,2015 Chairman & Managing Whole Time Director
Director
Mar 31, 2014
Dear Members,
The Directors have pleasure to present the 24th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2014.
Financial Highlights:
(Rs. in lakhs)
Current Year Previous Year
2013-14 2012-13
Revenues:
Income from Operations 4,318.48 3,244.50
Other Income 360.76 198.42
Gross Revenues 4,679.24 3,442.92
Expenditure:
Employees Cost 2,080.87 1,601.38
Other Expenditure 1,222.24 1,201.87
Depreciation & Amortisation 132.09 94.46
Total Expenditure 3,435.20 2,897.71
Profit before tax 1,244.04 545.21
Tax Expense 119.25 9.60
Profit after tax 1,124.79 535.61
Earnings per share
Basic EPS (Face Value
Rs. 2/- each) 5.83 2.80
Diluted EPS (Face Value
Rs. 2/- each) 5.30 2.69
Review of Operations
During the year under review, your Company registered a gross revenue
of Rs. 4,679.24 lakhs - a 36% increase over previous year revenue of
Rs. 3,442.92 lakhs and a profit before tax Rs. 1,244.04 lakhs - an
increase of 128% over previous year profit of Rs. 545.21 lakhs.
While we consolidated our leadership position in South Asia by adding
customers for both our uniserve Onboard and uniserve 360 solutions
in Bangladesh, the highlight certainly was adding three new global
marquee customers for our new uniserve CorpCare Solution. With these
new customers spread across Europe and South America, uniserve
CorpCare has now opened the western markets for us. Our focus on the
Middle East and African region is also beginning to bear fruit with 30%
revenue contribution from this region alone.
Another highlight of the past year was the focus on building a robust
sales pipeline through extensive business development activity and work
is apace to convert these leads to confirmed revenue this year.
Sales Marketing & Distribution
Over 50% of our revenue in the past year was from the overseas market.
Our margin realization in this markets is also superior to our
realization from the Indian market. The forthcoming fiscal will have us
focus more intently in building business opportunities in these new
markets. We have already strengthened our MEA team by posting our
solution consultants in-country. These consultants will in turn,
support and train all our partner sales force. An industry veteran has
also been recruited to focus on the South East Asian markets and
establish local partnerships there. Senior sales associates have
already been recruited for North and South Americas and Western Europe.
It will be our endeavour to see that the sales pipeline that is being
built is effectively covered by local sales professionals.
Mr. Anil Kumar Vengayil, a successful telecom industry veteran, has
joined our team to head global sales. Anil brings with him an
experience of driving business for both start-ups and industry leading
enterprises alike.
Government is a large consumer of IT applications and services. While
actively contributing to our international expansion this year, Anil
will also closely work with our local teams to focus on opportunities
in the government sector.
As we foray into the global markets, brand recognition will be critical
to our success. A series of initiatives to demonstrate our experience
and thought leadership in our domain are already in progress. These
will certainly boost our digital image and make our solutions easily
identified. We are actively engaged with leading analysts from Gartner;
Forrester and TM Forum and have already been mentioned in their
publications.
To cater locally to our expanding list of global customers, we now have
sales offices outside India in Singapore, U.A.E, U.S.A and U.K. We will
soon commence our UK operations too. Systems Integrators like IBM, TCS,
Wipro and Infosys have played a big role in our growth. We have now
devised a specific alliance program to work more closely with these
partners and build an opportunity pipeline with all their captive
customers.
Future Outlook
Digital Transformation across large enterprises is a global phenomenon
now and already have had success in this space in the past year with
our uniserve framework. With sales recruitments and business
development activity being focused around the international markets, we
envisage our export contribution to climb beyond the current levels.
This should also improve profitability as our margin realization has
been superior on our export earnings. With specific focus this year in
pursuing opportunities in the Government sector, we hope to grow our
domestic footprint too.
Subsidiary Companies
The Company has incorporated the following Wholly Owned Subsidiary
Company (WOS) during the year: (1) "Intense Technologies FZE" in
Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E). (2)
"Intense Technologies INC" in Florida, USA. There were no commercial
operations in any of the above two subsidiaries during the financial
year 2013-14.
Share Capital
During the year under review, the Company had allotted 1,42,500 equity
shares of Rs. 2/- each on the exercise of the options granted to Mr.
Jayant Dwarkanath(1,25,000 shares) and Mr. Chandrashekar Balaraman
(17,500 shares), employees of the Company under Fortune Employees Stock
Option Plan 2005.
Consequently the paid up share capital of the Company is increased from
1,91,37,882 equity shares of Rs. 2/- each aggregating to Rs.
3,82,75,764 to 1,92,80,382 equity shares of Rs. 2/- each aggregating to
Rs. 3,85,60,764.
Dividend
In order to conserve its financial resources to meet its growth plan
the Company did not recommend any dividend for the year under review.
Internal Control Systems and their adequacy
Your company remains committed to ensuring an effective internal
control environment that provides assurance on the efficiency of
operations and security of assets. In the networked IT environment of
your company, validation of IT Security continues to receive focused
attention of the internal audit team which includes Finance, Legal and
IT specialists.
Human Resource Management, Branding and Quality
Your company has a unique talent brand which is in strong alignment
with your Company''s vision. The Company''s human resource management
systems and processes are designed to empower employees and enable them
to adopt innovative approaches to creating enduring value for its
products.
Corporate Social Responsibility and Governance
Your Company believes that Corporate Social Responsibility delivered in
the context of its business makes it more effective, impactful,
scalable and sustainable.
Deposits
The company has not accepted any fixed deposits from the public.
Auditors
M/s Srinivas P & Associates Chartered Accountants, Independent Auditors
of the Company who retire at the forthcoming Annual General Meeting and
who have confirmed their eligibility and qualification as statutory
auditors of the company, are proposed for appointment for a period of 3
years in accordance with provisions of Companies Act, 2013.
Directors
1. In accordance with the Companies Act, 2013, Mr. Tikam Sujan retires
by rotation and being eligible, offers himself for reappointment.
2. In respect of Mrs. V. Sarada Devi, Mr. R Pavan Kumar, Mr. K. S.
Shanker Rao and Mr. V.S. Mallick, the Company has received requisite
notices in writing from members proposing them for appointment as
Independent Directors.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors confirm having:
1) Followed in the preparation of the Annual Accounts, the applicable
accounting standards with proper application relating to material
departures, if any;
2) Selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit of the Company for that
period;
3) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act,
1956 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; and
4) Prepared the Annual Accounts on a going concern basis.
Risk Management and Insurance
All the properties of your Company have been adequately insured. The
Company from time to time has been conducting exercises on Risk
Management and minimization procedures. This has been need based and
being done by internal Management.
Corporate Governance
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors''
Certificate regarding the compliance of the conditions of Corporate
Governance is given in a separate section in the Annual Report.
Personnel
The details of Persons/ Directors who were in receipt of remuneration
in excess of limits specified in Section 217 (2A) of the Companies Act,
1956 read with Companies (particulars of employees) Rules, 1975, is
specified below:
S.No. Name of the Designation Amount Per Month
Person /Director
1. C.K.Shastri Chairman & Managing
Director Rs. 5,00,000/-
2. Jayant Dwarkanath Director Rs. 5,00,000/-
Energy, Technology and Foreign Exchange
Additional information in terms of Section 217 (1) (e) of the Companies
Act, 1956, is annexed hereto Annexure - I
Employees Stock Option Plan
As required by Clause 12 of SEBI (Employee Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of
the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock
Option Plan A 2009 and Stock Option Plan B 2009 which are in force are
given in Annexure - II
Depository System
As the Members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the depository system, the members are
requested to avail the facility of Dematerialization of the Company''s
shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares
is INE781A01025.
Management Discussion & Analysis Report
The Management Discussion and Analysis Report as required under 49 of
the listing agreement with Stock Exchange, is annexed hereto Annexure -
III
Stock Exchange Listing
The Equity Shares of the Company are listed on Bombay Stock Exchange,
Mumbai and the Company confirms that it has paid Annual Listing Fees
due to the Stock Exchange for the year 2013-14.
Acknowledgements
Your Directors'' convey their sincere thanks to State Bank of Hyderabad,
HDFC Bank Ltd, and shareholders for their continued support. Your
Directors'' place on record, appreciation of the contribution made by
the employees at all levels and looks forward to their continued
support.
For and on behalf of the Board
C.K.Shastri
Chairman & Managing Director
Place: Secunderabad
Date: 29th May, 2014
Mar 31, 2012
The Directors' have pleasure in presenting the Twenty Second Annual
Report on the Business and Operations of the Company and the Audited
Statement of Accounts for the year ended 31st March 2012.
Sales, Marketing and Distribution:
Partnerships and alliances is our chosen way to penetrate markets and
reach customers. Our products are ready to be hosted on cloud and we
have entered into partnerships with leading system integrators to host
our products on their cloud platform. Having stated thus, we are also
investing in direct sales resources in all the markets that we wish to
be in to demonstrate our commitment toward that region. The Company has
also initiated steps to engage partners in Middle East, Africa and the
US. On the product front, we will shortly launch a single framework for
all our products to reduce time for deployment and enable greater
flexibility to customers.
The Company will participate in relevant events and conferences to
strengthen the brand name in India and overseas. The Company's brand
building efforts will cover Social Media Marketing as a big initiative.
The Company believes that these initiatives will contribute to higher
revenues, and assist in attracting and retaining good talent.
Future outlook:
Today the Company enjoys good customer reference base, which can be
leveraged to replicate the domestic success across the globe. The focus
would be on business development efforts in the Middle East, Africa and
the USA. The Company expects increased traction for its products from
enterprises of all sizes and scales. The hosted model, flexible pricing
should improve the affordability and help enterprises gradually scale
their operations with our products and support.
The Company is consciously working on enabling all its solutions for
the Cloud. All leading system integrators are seeking to host our
products on their cloud platforms, and these should additionally
augment our sales pipeline and reflects a promising and robust growth.
Dividend:
The Company could not recommend any dividend for the year under review.
Utilization of Proceeds of Funds raised:
In terms of Clause 41 of the Listing Agreement with the Stock Exchanges
where the shares of the company are listed, the details of utilization
of proceeds of funds raised during the years 2007-08 & 2009- 2010 by
issue of shares to QIB's and on preferential basis to specified
persons / entities are as follows:
Directors:
P.Anil Kumar and Tikam Sujan, Directors of the company, retire by
rotation in the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
Deposits:
The Company has not accepted any public deposits during the year under
review.
Insurance & Risk Management:
All the properties of your Company have been adequately insured. The
Company from time to time has been conducting exercises on Risk
Management and minimization procedures. This has been need based and
being done by internal Management.
Internal Audit/ Internal Control Systems and their adequacy:
The internal controls of the Company are operated through an exhaustive
system of internal checks and balances involving interdependencies of
job responsibilities, which ensure that there are joint discussions and
approvals before any financial commitments are made. The Company also
has an outside internal audit system commensurate with its size and
nature of its business.
Auditors:
Srinivas P. & Associates, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for re-appointment. They have confirmed their eligibility and
willingness to accept office, if reappointed.
Energy, Technology and Foreign Exchange:
Additional information in terms of Section 217 (1) (e) of the Companies
Act, 1956, is annexed hereto (Annexure-I).
Particulars of Employees:
There were no employees who were in receipt of remuneration in excess
of limits specified in Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975.
Employees Stock Option Plan:
As required by Clause 12 of SEBI (Employee Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of
the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock
Option Plan B 2007, Stock Option Plan A 2009 and Stock Option Plan B
2009 which are in force are given in Annexure - II
Management Discussion & Analysis:
Pursuant to the provisions of Clause 49 of the Listing Agreement with
Stock Exchanges, a report on Management Discussion & Analysis is set
out as Annexure- III to this report.
Directors Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following that:
(i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of your company for that period.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv). The Directors have prepared the annual accounts on a going
concern basis.
Corporate Governance:
A report on Corporate Governance including Auditors' Certificate
thereon as per Clause 49 of the Listing Agreement is enclosed and forms
part of this Annual Report.
Stock Exchange Listing:
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited and the Company confirms that it has paid Annual Listing Fees
due to the Stock Exchange for the year 2011-12. The shares of the
Company got delisted from The Calcutta Stock Exchange Limited w.e.f 8th
February, 2012.
Acknowledgments:
Your Directors' convey their sincere thanks to State Bank of
Hyderabad, HDFC Bank Ltd, and shareholders for their continued support.
Your Directors' place on record, appreciation of the contribution
made by the employees at all levels and looks forward to their
continued support.
For and on behalf of the Board
C.K.Shastri
Place: Secunderabad Chairman & Managing Director
Date: 31st August 2012
Mar 31, 2010
The Directors have pleasure in presenting the Twentieth Annual Report
on the Business and Operations of the Company and the Audited Statement
of Accounts for the year ended 31st March 2010:
Financial Highlights
(Rs. in Lakhs)
Current Year Previous Year
2009-2010 2008-2009
Gross Revenue 1135.00 1918.93
Total Expenditure 1815.96 1867.50
Financial Expenses 4.43 3.79
Operating Profit/(Loss) (685.39) 47.64
Review of Operations:
During the year your Company registered gross income of Rs.1135.00
lakhs (previous year Rs.1918.93 lakhs). The company recorded an
operating loss of Rs. 685.39 lakhs as against an operating profit of
Rs.47.64 lakhs in the previous year.
The revenues of the year have not been in line with our plans and
expectations owing to the affects of the global downturn and a
recessive environment. While we have ramped up our people strength in
line with our plans, we have experienced several enterprises resorting
to deferment on their IT investments. The telecom sector continues to
be the major source of our revenues followed by the Insurance sector.
The management has taken into cognizance the need to replicate the
successes in telecom across all other verticals like Banking,
Insurance, Utilities, Government and Manufacturing verticals.
Our investments on people are magnified due to the poor revenues, thus
affecting the bottom line. However, the Company is confident of
achieving its mission of becoming the top solutions provider in its
chosen space. The Company has top Indian enterprises as its customers
today and enjoys healthy partnerships with global Systems Integrators.
Leveraging our existing customers along with partnerships should yield
better revenues in the future.
Towards the end of the financial year 2009-10, we have noticed the
optimism coming back to the overall business environment. The
management also analyzed the costs and steps have already been taken to
rationalize costs and optimize on the most-dependable resources.
Sales, Marketing and Distribution:
Being in the enterprise products space, marketing is critical to
improve the proliferation of the Intense brand and its offerings.
Partnerships and alliance are the fastest way to penetrate markets and
reach customers. However, even our partnerships have experienced a
pause in their revenue flows owing to the global downturn.
Our partnerships with global Systems Integrators, office automation
vendors and technology resellers are showing improved traction for our
products. The Company has also initiated steps to strike partnerships
for the US geography. Substantial progress has been already made on
this front. On the product front, the Company has already taken steps
to integrate its products with SAP and other ERP solutions. This would
strengthen the products attractiveness for the Manufacturing verticals.
On the pricing front, the Company has created flexible and innovative
pricing models. This would make our products affordable to medium
enterprises and would also encourage large enterprises. The Company
will continue to support the efforts in selling the products,
strengthen the brand name in India and abroad. The Company will focus
more on developing and maintaining a proper brand image and undertake a
number of activities that will aim at enhancing brand recognition.
The Companys brand building efforts will cover placed articles across
the web and promotional programs and participation in industry
workshops and tradeshows. The Company believes that these initiatives
will contribute to higher revenues, and assist in attracting and
retaining good talent.
- New geographies, newer customers
- Existing customer, enhanced products
- Product proliferation in the customer business ecosystem.
Future outlook:
With the downturn receding in all the global markets, stability and
certainty are bound to come. The Company is already experiencing signs
of optimism from its prospective customers. That said, the Companys
success with enterprise customers reflects a promising and robust
growth. The fact that the Company is a leader in the customer
communications management space in Indian telecom vertical and has
covered significant ground in the Insurance vertical is in itself an
indication of the business.
Today the Company also enjoys good customer reference base, which can
be leveraged to replicate the domestic success across the globe. The
focus would be to take our products to Middle East, Africa and Asia
Pacific. The Company expects increased traction for its products from
enterprises of all sizes and scales. The flexible pricing models should
improve the affordability and help enterprises gradually scale their
operations with our products and support.
Dividend:
The Company could not recommend any dividend for the year under review.
Utilization of Proceeds of Funds raised:
In terms of Clause 41 of the Listing Agreement with the Stock Exchanges
where the shares of the company are listed, the details of utilization
of proceeds of funds raised during the year 2007-08 by issue of shares
to QIBs and on preferential basis to specified persons / entities are
as follows:
(Rs. in lakhs)
2009-10 2008-09
Opening Balance 1569.99 2818.54
Funds raised 108.00 -
Total - A 1677.99 2818.54
Less: Funds utilized
Capital Expenditure 106.95 188.30
Advance for Capital Works 21.69
Revenue Expenditure 99.61 1038.56
Total Utilized Total - B 206.56 1248.55
Unutilized (Bank Deposits) 1471.43 1569.99
Directors:
Mrs. V. Sarada Devi and Mr. P. Pavan Kumar Directors of the company,
retire by rotation in the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment.
Deposits:
The Company has not accepted any public deposits during the year under
review.
Insurance & Risk Management:
All the properties of your Company have been adequately insured.
The Company from time to time has been conducting exercises on Risk
Management and minimization procedures. This has been need based and
being done by internal Management.
Internal Audit/ Internal Control Systems and their adequacy:
The internal controls of the Company are operated through an exhaustive
system of internal checks and balances involving interdependencies of
job responsibilities, which ensure that there are joint discussions and
approvals before any financial commitments are made.
Auditors:
M/s. Srinivas P. & Associates, Chartered Accountants, Statutory
Auditors of the Company retire at the ensuing Annual General Meeting
and are eligible for re-appointment. They have confirmed their
eligibility and willingness to accept office, if reappointed.
Energy, Technology and Foreign Exchange:
Additional information in terms of Section 217 (1)(e) of the Companies
Act, 1956, is annexed hereto (Annexure-I).
Particulars of Employees:
The following employees were in receipt of remuneration in excess of
limits specified in Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975.
SI. Name of the Employee Salary p.m.
No. Designation Rs.
1 Mr. C.K.Shastri 2,50,000
Managing Director
2 Mr. Jayant Dwarkanath 2,50,000
Whole time Director
3 Mr. Srinivas Tangirala 2,25,000
Sr. Vice President - Product Engg.
4 Mr. N.N. Venkata Vithal 3,06,000
Chief Operating Officer
Employees Stock Option Plan:
During the year your Company had obtained the approval of the
shareholders in their Extraordinary General Meeting held on 19th May,
2009 for introducing two new Employees Stock Option Schemes - Intense
Employees Stock Option Plan Scheme A 2009 and Scheme B 2009.
As required by Clause 12 of SEBI (Employee Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of
the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock
Option Plan B 2007, and Stock Option Plan A 2009 and Stock Option Plan
B 2009 which are in force are given in Annexure - II
Management Discussion & Analysis:
Pursuant to the provisions of Clause 49 of the Listing Agreement with
Stock Exchanges, a report on Management Discussion & Analysis is set
out as Annexure- III to this report.
Directors Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following that:
(i) In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of your company for that period.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(iv) The Directors have prepared the annual accounts on a going concern
basis.
Corporate Governance:
A report on Corporate Governance including Auditors Certificate
thereon as per Clause 49 of the Listing Agreement forms part of this
Annual Report.
Stock Exchange Listing:
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited and the Calcutta Stock Exchange Association Limited. The
Company confirms that it has paid Annual Listing Fees due to both the
Stock Exchanges for the year 2009-2010.
Acknowledgments:
Your Directors convey their sincere thanks to State Bank of Hyderabad,
HDFC Bank Ltd, Software Technology Parks and shareholders for their
continued support. Your Directors place on record, appreciation of the
contribution made by the employees at all levels and looks forward to
their continued support.
For and on behalf of the Board
C.K.Shastri
Chairman & Managing Director
Place: Secunderabad
Date : 25th August 2010