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Intrasoft Technologies Ltd.

BSE: 533181 Sector: IT
NSE: ISFT ISIN Code: INE566K01011
BSE 00:00 | 22 Feb 119.10 0.30
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119.50

HIGH

119.50

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115.30

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OPEN 119.50
PREVIOUS CLOSE 118.80
VOLUME 288
52-Week high 745.90
52-Week low 107.70
P/E 794.00
Mkt Cap.(Rs cr) 175
Buy Price 115.25
Buy Qty 50.00
Sell Price 119.10
Sell Qty 116.00
OPEN 119.50
CLOSE 118.80
VOLUME 288
52-Week high 745.90
52-Week low 107.70
P/E 794.00
Mkt Cap.(Rs cr) 175
Buy Price 115.25
Buy Qty 50.00
Sell Price 119.10
Sell Qty 116.00

Intrasoft Technologies Ltd. (ISFT) - Director Report

Company director report

To

The Shareholders

Intrasoft Technologies Limited

We Are Pleased To Present The Twenty Third Annual Report Of IntrasoftTechnologies Limited ("The Company") Together With The Audited FinancialStatements For The Financial Year Ended 31 March 2018.

Financial Statements & Results A. Financial Results:

The Consolidated And Standalone Performance During The Year Ended 31March 2018 As Compared To The Previous Financial Year Is Summarized Below:

Consolidated Financials

Amount (Rs In Lacs)

Particulars

2017-18

2016-17

Total Income

117497.66

94575.60

Profit Before Interest And Depreciation

2414.36

2421.88

Less : Finance Cost

264.33

355.53

Less : Depreciation

195.57

187.44

Profit Before Tax

1954.46

1878.91

Less : Provision For Income Tax

581.31

550.63

Profit After Tax

1373.15

1328.28

On Standalone Basis Total Income Of The Company Recorded At ` 1533.53Lacs In FY 2017-18 Against ` 1927.29 Lacs In FY 2016-17. EBITDA Is Recorded At ` 270.53Lacs In FY 2017-18 Against ` 631.51 Lacs In FY 2016-17. PBT For The Financial Year UnderReview Is Recorded At ` 119.90 Lacs Against

` 424.21 Lacs In FY 2016-17 . The Net Profit For The Financial YearUnder Review Is ` 125.02 Lacs As Compared To 394.36 Lacs Of The Previous Financial Year.

B. Business:

The Performance Of The Company And Its Subsidiaries During TheFinancial Year 2017-18 Was Remarkable. Our Total Consolidated Income (Including OtherIncome) For The Financial Year Under Review Is ` 117497.66 Lacs As Compared To `94575.60 Lacs In The Previous Financial Year Registering A Growth Of 24.24 %Year-On-Year In INR Terms. The Consolidated Net Profit For The Financial Year Under ReviewIncreased By 3% To ` 1373.15 Lacs From ` 1328.28 Lacs During The Previous FinancialYear. Hence We Are Growing Overall Market Share In The Sellers' Market. Revenue FromOperations Increased By 30% In Constant Currency Terms And 25% In INR Terms To

` 116986.78 Lacs.

123Stores The E-Commerce Business Continued It Growth Momentum AndRemained The Major Revenue Generator For The Group. Year 2017 Was Another Year Of StrongGrowth For The U.S. E-Commerce Market As Consumers Continued To Shift Their RetailSpending From The Traditional Brick-And-Mortar To Online. As Per U.S Department OfCommerce Online Retail Sales Grew By 16.4% In 2017 The Highest Since 2011 Comprising13% Of Total Retail Sales While Offline Retail Sales Grew By Just 1.9% For The Year.123Stores Grew By 31% During 2017 Clearly Outpacing The 16.4% Growth For Online RetailGrowth And 18% For The Top 1000 Retailers Hence Increasing Its Market Share. During TheYear 123Stores Added More Products From Existing Vendors Increasing Their Share OfVendor's Wallet.

This Has Been The Year Where The Company Also Improved Its WorkingCapital Efficiency And Reduced Its Working Capital Cycle From 18 Days To 15 Days LedPrimarily By Optimizing Inventory Performance And Optimizing Ordering System Management.The Company Also Worked On Increasing Automation Levels Enabled By Scalable TechnologyPlatform Coupled With A Demand Forecasting Engine And Auto Replenishment Software. TheCompany's Focus On Increasing Operational Efficiencies By Leveraging Technology AndOptimizing Processes Increased Efficiencies And Resulted In A New High In The Revenue PerEmployee Trends. Going Forward The Company Aims At Increasing Vendors' Credit TheProcess For Which Has Started During The End Of The Financial Year 2017-18. This ShouldLead To Improved Working Capital Cycle And Cash Flow Generation In The Coming Years.

There Was No Change In The Nature Of The Business Of The CompanyDuring The Year Under Review.

C. Performance Of Subsidiaries Associates And Joint Venture Companies

The Company Has Three Wholly Owned Subsidiaries And Two Step DownSubsidiaries As On 31 March 2018 Viz. 123Greetings. Com Inc (USA) Intrasoft VenturesPte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) WhollyOwned Subsidiaries And 123Stores Inc (USA) Wholly Owned Subsidiary Of Intrasoft VenturesPte. Ltd (Singapore) And 123Stores E Commerce Private Limited (India) Wholly OwnedSubsidiary Of 123Stores Inc. The Entire Group Focuses On The E-Commerce Business ByConsolidating All Operations Related To E-Commerce And Online Greeting Activities ToAchieve Financial And Operational Efficiencies.

In Accordance With Section 129 Of The Companies Act 2013 ConsolidatedFinancial Statements Of The Company Along With Its Subsidiaries Have Been Prepared WhichForms Part Of This Annual Report. Further The Performance And Financial Position Of EachOf The Subsidiaries For The Year Ended 31 March 2018 Is Attached And Marked As AnnexureI (Formaoc-1) And Forms Part Of This Report.

Appropriations A. Dividend

The Board Of Directors Of The Company Has Recommended A Final DividendOf ` 2/- (20%) (Previous Year ` 2/- Per Equity Share) Per Equity Share Of Face Value Of`10/- For The Financial Year 2017-18 Which If Approved Would Absorb ` 355.20 LacsIncluding Dividend Distribution Tax Of ` 60.56 Lacs (Previous Year ` 354.61 Lacs IncludingDividend Distribution Tax Of

` 59.98 Lacs).

B. Transfer To Reserves

The Board Of Directors Has Not Recommended Transfer Of Any Amount OfProfit To Reserves During The Year Under Review. Hence The Entire Amount Of Profit ForThe Year Under Review Has Been Carried Forward To The Profit And Loss Account.

Financial Statements AS Per Ind-AS.

Financial Statements For The Year Ended 31 March 2018 Are In AccordanceWith The Indian Accounting Standards (IND-AS) Notified By The Ministry Of CorporateAffairs Government Of India Which Have Become Applicable To The Company For TheAccounting Period Beginning On 01 April 2017. Consequently Financials For The PeriodEnded 31 March 2017 Have Been Restated As Per Requirements Of The Said Notification ToComply With IND-AS.

Deposits

The Company Has Not Accepted Or Renewed Any Amount Falling Within ThePurview Of Provisions Of Section 73 Of The Companies Act 2013 ("The Act") ReadWith The Companies (Acceptance Of

Deposits) Rules 2014. Hence The Requirement For Furnishing Of DetailsOf Deposits Which Are Not In Compliance With The Chapter V Of The Act Is Not Applicable.

Disclosures Under Section 134(3)(L) Of The Companies Act 2013

Except As Disclosed Elsewhere In This Report No Material Changes AndCommitments Which Could Affect The Company's Financial Position Have Occurred BetweenThe End Of The Financial Year Of The Company And The Date Of This Report.

Disclosure Of Internal Financial Controls

The Internal Financial Controls With Reference To Financial StatementsAs Designed And Implemented By The Company Are Found Adequate. During The Year UnderReview No Material Or Serious Observation Has Been Received From The Internal Auditors OfThe Company For Inefficiency Or Inadequacy Of Such Controls.

Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal

Your Directors Would Like To Inform That No Orders Have Been Passed ByAny Regulator Or Court Or Tribunal Which Can Have Impact On The Going Concern Status AndOn The Company's Operations In Future.

Particular Of Contracts Or Arrangement With Related Parties

All Contracts / Arrangements / Transactions Entered Into By The CompanyDuring The Financial Year With Its Wholly Owned Subsidiaries Were In The Ordinary CourseOf Business And At An Arm's Length Basis. During The Year The Company Had NotEntered Into Any Contract / Arrangement / Transaction With Related Parties Which Could BeConsidered As Material Related Party Transaction In Accordance With The Policy Of TheCompany On Related Party Transactions Read With SEBI (Listing Obligations And DisclosureRequirement) Regulations 2015. The Policy On Related Party Transactions As Approved ByThe Board May Be Accessed On The Company's Website Www.Itlindia.Com.

Your Directors Draw Attention Of The Members To Note No. 28 OfStandalone Financial Statements Which Sets Out Disclosures On Related Parties AndTransactions Entered Into With The Said Parties.

Particulars Of Loans Guarantees Investments And Securities

Full Particulars Of Loans Given Investments Made Guarantees Given AndSecurities Provided Along With The Purposes For Which The Loans Or Guarantees OrSecurities Are Proposed To Be Utilized By The Recipient(S) Thereof Are Provided In NoteNos. 6 7 8 And 26 Of Standalone Financial Statements.

Share Capital

During The Year Under Review The Company Has Not Issued Any SharesWith Differential Voting Rights And Sweat Equity Shares And Hence Disclosures UnderSection 43(A)(Ii) And Section 54(1)(D) Of The Companies Act 2013 Read With Relevant RulesAre Not Required To Be Furnished. The Company Does Not Have A Scheme Of ESOP And HenceDisclosures Pursuant To Section 67(3) Of The Companies Act 2013 Are Also Not Required ToBe Furnished.

Matters Related To Directors And Key Managerial Personnel: A. Board OfDirectors & Key Managerial Personnel

The Tenure Of Mr. Arvind Kajaria As Managing Director And Mr. SharadKajaria As Whole-Time Director Of The Company Expired On 31 March 2017. The Board OfDirectors Of The Company At Its Meeting Held On 18 March 2017 Subject To The Approval OfThe Shareholders Re-Appointed Mr. Arvind Kajaria As Managing Director And Mr. SharadKajaria As Whole-Time Director Of The Company For A Further Term Of 3 (Three) Years WithEffect From 01 April 2017. The Said Appointments Of Mr. Arvind Kajaria As ManagingDirector And Of Mr. Sharad Kajaria As Whole-Time Director Was Approved By Shareholders OfThe Company In The Annual General Meeting Held On 22 August 2017.

The Board Of Directors At Its Meeting Held On 18 March 2017 Had AlsoAppointed Mr. Ashok Bhandari As Director In The Category Of An Independent Director Of TheCompany W.E.F. 18 March 2017. The Said Appointment Of Mr. Ashok Bhandari As IndependentDirector Was Also Approved By The Shareholders In The Annual General Meeting Held On 22August 2017. In Accordance With The Provisions Of The Act None Of The IndependentDirectors Is Liable To Retire By Rotation. Pursuant To The Provisions Of Section 152 OfThe Companies Act 2013 Mr. Arvind Kajaria Shall Retire By Rotation At The Ensuing AnnualGeneral Meeting And Being Eligible Offer Himself For Re-Appointment. The Board RecommendsHis Appointment. B. Declaration By Independent Directors

The Independent Directors Of The Company Have Given A DeclarationConfirming That They Continue To Meet With The Criteria Of The Independence As Provided InSub-Section (6) Of Section 149 Of The Companies Act 2013 As Further Amended By TheCompanies Amendment Act 2017 And Regulation 16(1)(B) Of The SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015.

There Has Been No Change In The Circumstances Which May Affect TheirStatus As Independent Director During The Year.

C. Company's Policy On Director's Appointment AndRemuneration

The Board Has As Per The Recommendation Of The Nomination AndRemuneration Committee Framed A Policy On Selection And Appointment Of Directors AndSenior Managerial Personnel And Their Remuneration. The Details Of Said Policy Are GivenIn The Corporate Governance Report Which Forms Part Of This Annual Report.

Disclosures Related To Board Committees And Policies: A. BoardMeetings

The Board Of Directors Met 5 (Five) Times During The Financial Year2017-18 In Accordance With The Provisions Of The Companies Act 2013 And Rules MadeThereunder. Detailed Information On The Board Meetings Is Provided In The CorporateGovernance Report Which Forms Part Of This Annual Report. B. Director'sResponsibility Statement

In Terms Of Section 134(5) Of The Companies Act 2013 In Relation ToThe Audited Financial Statements Of The Company For The Year Ended 31 March 2018 TheBoard Of Directors Hereby Confirms That: I. In The Preparation Of The Annual Accounts TheApplicable Accounting Standards Had Been Followed Along With Proper Explanation RelatingTo Material Departures If Any; Ii. Such Accounting Policies Have Been Selected AndApplied Consistently And The Directors Made Judgments And Estimates That Are ReasonableAnd Prudent So As To Give A True And Fair View Of The State Of Affairs Of The Company AsAt 31 March 2018 And Of The Profit Of The Company For That Year; Iii. Proper AndSufficient Care Was Taken For The Maintenance Of Adequate Accounting Records In AccordanceWith The Provisions Of This Act For Safeguarding The Assets Of The Company And ForPreventing And Detecting Fraud And Other Irregularities; Iv. The Annual Accounts Of TheCompany Have Been Prepared On A Going Concern Basis; V. Internal Financial Controls HaveBeen Laid Down To Be Followed By The Company And That Such Internal Financial Controls AreAdequate And Were Operating Effectively; Vi. Proper Systems Have Been Devised To EnsureCompliance With The Provisions Of All Applicable Laws And That Such Systems Were AdequateAnd Operating Effectively. C. Committees Of The Board

There Are Five Committees Of The Board Of Directors Of The Company Viz.Audit Committee Nomination And Remuneration Committee Stakeholders' RelationshipCommittee And Corporate Social Responsibility Committee. The Other Committee Named AsBusiness Advisory Committee Was Constituted During The Year. Detailed Information On AllThe Committees Is Provided In The Corporate Governance Report Alongwith The Details OfExtract From Nomination And Remuneration Policy Of The Company With Respect ToRemuneration Of Executive Directors Key Managerial Personnel And Other Senior EmployeesOf The Company.

Policies Framed By The Committees / Board Pursuant To The ApplicableProvisions Of The Companies Act 2013 And The SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 Are Available On The Company's WebsiteWww.Itlindia.Com.

Policies A. Vigil Mechanism Policy For The Directors And Employees

The Board Of Directors Of The Company Have Pursuant To The ProvisionsOf Section 178(9) Of The Companies Act 2013 Read With Rule 7 Of The Companies (MeetingsOf Board And Its Powers) Rules 2014 Framed A "Vigil Mechanism Policy" ForDirectors And Employees Of The Company To Provide A Mechanism Which Ensures AdequateSafeguards To Employees And Directors From Any Victimization On Raising Of Concerns Of AnyViolations Of Legal Or Regulatory Requirements Incorrect Or Misrepresentation Of AnyFinancial Statements And Reports Etc.

The Employees Of The Company Have The Right To Report TheirConcern/Grievance To The Chairman Of The Audit Committee. The Company Is Committed ToAdhere To The Highest Standards Of Ethical Moral And Legal Conduct Of Business Operations

. B. Risk Management Policy

The Board Of Directors Of The Company Has Designed Risk ManagementPolicy And Guidelines To Avoid Events Situations Or Circumstances Which May Lead ToNegative Consequences On The Company's Businesses And Define A Structured ApproachTo Manage Uncertainty And To Make Use Of These In Their Decision Making Pertaining To AllBusiness Divisions And Corporate Functions. Key Business Risks And Their Mitigation AreConsidered In The Annual/Strategic Business Plans And In Periodic Management Reviews.

Annual Evaluation Of Directors Committee And Board

The Board Of Directors Has Carried Out Annual Evaluation Of Its OwnPerformance Committees Of The Board And Individual Directors Pursuant To The ProvisionsOf The Companies Act 2013 And The Corporate Governance Requirements As Prescribed UnderSecurities And Exchange Board Of India (Listing Obligation And Disclosure Requirement)Regulation 2015 ("SEBI Listing Regulation").

A Statement Indicating The Manner For Evaluation Of Performance Of TheBoard Its Committees And Individual Directors Is Stated In The Corporate GovernanceReport Forming Part Of This Annual Report.

Internal Control Systems

Adequate Internal Control Systems Commensurate With The Nature Of TheCompany's Business Size And Complexity Of Its Operations Are In Place And Have BeenOperating Satisfactorily. Internal Control Systems Comprising Of Policies And ProceduresAre Designed To Ensure Reliability Of Financial Reporting Timely Feedback On AchievementOf Operational And Strategic Goals Compliance With Policies Procedure Applicable LawsAnd Regulations And That All Assets And Resources Are Acquired Economically UsedEfficiently And Adequately Protected.

Payment Of Remuneration / Commission To Directors From Holding OrSubsidiary Companies

None Of The Managerial Personnel I.E. Managing Director And Whole-TimeDirector Of The Company Are In Receipt Of Remuneration/ Commission From The SubsidiaryCompanies Of The Company.

Auditors And Reports:

The Matters Related To Auditors And Their Reports For The Year Ended 31March 2018 Are As Under:-A. Observations Of Statutory Auditors On Accounts For The YearEnded 31 March 2018:

There Are No Observations Of The Statutory Auditors In Their Report ForThe Financial Year Ended 31 March 2018. B. Secretarial Audit Report:

Provisions Of Section 204 Read With Section 134(3) Of The CompaniesAct 2013 Mandates The Company To Obtain A Secretarial Audit Report In The Form MR-3 FromA Practicing Company Secretary. M/S. Rathi And Associates Company Secretaries Had BeenAppointed As Secretarial Auditors To Issue Secretarial Audit Report For The Financial Year2017-18. Secretarial Audit Report Issued By M/S. Rathi And Associates Company SecretariesIn Form MR-3 For The Financial Year 2017-18 Forms Part Of This Report. C. Auditors:

The Auditors Walker Chandiok & Co. LLP Chartered Accountants WereAppointed As Statutory Auditors Of The Company At The 21st Annual General Meeting Held On08 September 2016 For Consecutive Term Of 5 (Five) Years I.E. To Hold Office Up To TheConclusion Of The 26th Annual General Meeting Of The Company. As Per Companies AmendmentAct 2017 Henceforth Ratification Of The Appointment Of Auditor Is Not Required In TheEvery Annual General Meeting During Their Tenure

. D. Fraud Reporting:

During The Year Under Review There Were No Serious Frauds..

Extract Of Annual Return

Pursuant To The Provisions Of Section 134(3)(A) Of The Companies Act2013 Extract Of Annual Return In The Prescribed Format For The Financial Year Ended 31March 2018 Is Attached As Annexure II Which Forms Part Of This Report.

Conservation Of Energy Technology Absorption And Foreign ExchangeEarnings And Outgo

The Particulars As Required Under The Provisions Of Section 134(3)(M)Of The Companies Act 2013 Read With Rule 8 Of The

Companies (Accounts) Rules 2014 In Respect Of Conservation Of EnergyTechnology Absorption Foreign Exchange Earnings And Outgo Etc. Are Furnished In AnnexureIII Which Forms Part Of This Report.

Annual Report On Corporate Social Responsibility

Pursuant To Section 135 Of The Companies Act 2013 And Companies(Corporate Social Responsibility Policy) Rules 2014 The Company Was Not Required ToSpend Any Amount Towards Corporate Social Responsibility Activities.

The Annual Report On CSR As Required To Be Disclosed Under The AboveMentioned Rules For The Financial Year 2017-18 Is Attached To This Report As Annexure IV.

Particulars Of Employees AS Per Section 197 Read With Rule 5 Of TheCompanies (Appointment & Remuneration Of Managerial Personnel) Rules 2014

The Information Required Pursuant To Section 197 Read With Rule 5 (1)And 5 (2) Of The Companies (Appointment & Remuneration Of Managerial Personnel) Rules2014 Is Attached To This Report As Annexure V.

Disclosures Under The Sexual Harassment Of Women AT Workplace(Prevention Prohibition And Redressal) Act 2013

The Company Has Taken Sufficient Measures And Adopted A Policy In TermsOf The Sexual Harassment Of Women At Workplace (Prevention Prohibition And Redressal)Act 2013 And Rules Thereunder. During The Year Under Review No Complaints In Relation ToSexual Harassment At Workplace Have Been Reported.

Management's Discussion And Analysis

A Detailed Review Of The Operations Performance And Future Outlook OfThe Company And Its Business Is Given In The Management's Discussion And AnalysisWhich Is Attached And Forms Part Of This Report.

Corporate Governance Report

The Company Is Committed To Uphold The Values Of TransparencyIntegrity Accountability And Ethical Corporate Citizenship Across All Its BusinessActivities. This Commitment Lays Down The Foundation Of Its Governance Practices WhichFocus On Creating Sustainable Value For The Stakeholders.

The Company Has Laid Down Code Of Conduct To Which The Board And SeniorManagement Have Affirmed Compliance. The Code Is Displayed On The Official Website Of TheCompany At Www.Itlindia.Com.

The Company Has Complied With The Provisions Of Corporate GovernanceRequirements As Stipulated Under Regulation 27 Of The Securities And Exchange Board OfIndia (Listing Obligations And Disclosure Requirements) Regulations 2015. A SeparateSection On Corporate Governance Forming Part Of The Directors' Report And TheCertificate From A Practicing Company Secretary Pursuant To The Said Regulation IsAttached With The Corporate Governance Report.

Acknowledgements And Appreciation

Your Directors Take This Opportunity To Place On Its Gratitude ToCustomers Shareholders Suppliers Bankers Business Partners/ Associates And FinancialInstitutions For Their Consistent Support And Encouragement To The Company.

For And On Behalf Of The Board

Arvind KAJARIA

Sharad KAJARIA

Managing Director

Whole-Time Director

(DIN No. 00106901)

(DIN No. 00108036)

Place : Kolkata Date : 28 May 2018 Registered Office: Cin:L24133mh1996plc197857

A-502 Prathamesh Raghuvanshi Mills Ltd. Compound Senapati BapatMarg Lower Parel (W) Mumbai – 400 013

Tel: 022 4004 0008

Fax: 022 2490 3123

Email: Intrasoft@Itlindia.Com

Website: Www.Itlindia.Com