Intellvisions Software

The Directors present their Thirteenth Annual Report and the Audited
 Statement of Accounts for the year ended March 31,2008.
 
 FINANCIAL PERFORMANCE
                                    For the year ended   31st March 2008
                                        March 31, 2008    March 31, 2007
 
 Sales                                    16,04,44,582     18,16,89,360
 Other Income                              1,43,69,004        41,50,523
 Profit before depreciation and 
 miscellaneous Expenses                    2,37,86,431       406,36,410
 Depreciation                                50,09,102        56,05,429
 Provision for Taxes                         56,59,429        95,17,378
 Provision for Deferred tax                  (1,98,361)       15,16,262
 Fringe Benefit Taxes                         5,19,946         3,51,057
 Total profit available for appropriation  1,27,96,314      2,36,46,284
 Appropriations:
 Transfer to general reserve                         -        50,00,000
 Proposed Dividend (F.Y. 2007-2008)                  -                -
 Dividend (F.Y. 2006-2007)                           -        70,00,000
 Dividend (F.Y 2005-2006)                            -         5,00,040
 Tax including surcharge and education 
 cess on dividend                                    -        11,89,650
 Tax including surcharge and education 
 cess on dividend paid for prior year                -           70,833
 Balance Brought Forward                   3,00,06,952      2,01,21,191
 Balance carried over to Balance sheet     4,28,03,266      3,00,06,952
 
 Your Company posted a total income of Rs. 16,04,44,582/- and the net
 profit of Rs.1,27,96,314/- for the financial year 2007-08 as against
 Rs.18,16,89,360/- and Rs.2,36,46,284/- respectively in the previous
 year. The net profit and the turnover for the financial year was less
 compared to the previous financial year which was basically on account
 of increased overhead expenses, coupled with competition alongwith the
 Government Policy.  Appropriations from the net profit have been
 effected as per the table given above.
 
 The Staff expenses has increased from Rs. 2,04,83,352/- in 2006-07 to
 Rs. 2,96,31,599/- in 2007-08, due to an increase in average staff
 strength from 178 to 194 and due to increase in average salary levels.
 
 The Companys margins were under pressure during the year due to
 unprecedented increase in prices of raw materials.
 
 Your company has received two Show Cause notices under section -11 A of
 Central Excise Act 1944 from the commissioner of Central Excise. The
 total demand being raised as the wrong classification issue is 2.29
 crores.
 
 Our legal experts are of the opinion that their demands are not
 justified and proper replies have been filed. We do not expect these
 liabilities to crystallize.
 
 DIVIDEND
 
 To conserve the resources, the Directors have decided not to recommend
 any dividend for the year ended March 31, 2008
 
 ADDITIONAL CAPITAL
 
 During the year under review 11,00,000 (Eleven lacs) warrants were
 proposed to be issued to the promoters and Directors as per the SEBI
 (DIP) Guidelines 2000, the warrants were priced at Rs. 126/- per
 warrant and Rs. 12.60/- per warrant being the 10% of the face value of
 the warrant aggregating to Rs. 1,38,60,000/- (Rupees one crore thirty
 eight lacs sixty thousand only) on 11,00,000 warrants was received by
 the company, however the Board of Directors of the Company decided to
 cancel the issue of warrants on account of non receipt of timely
 approval for the issue from The Stock Exchange, Mumbai. The company
 refunded the entire money of Rs. 1,38,60,000/- to the Subscribers.
 
 AMALGAMATION
 
 The Board of Directors of the company have decided to amalgamate
 Rosmerta Technologies Private Limited a private Limited company
 registered in Mumbai, Maharashtra with the company as per Section 391 &
 393 of The Companies Act, 1956 subject to the approval of the
 Honourable High Court, Mumbai. Rosmerta Technologies Private Limited is
 engaged in the business of providing technology based solutions to
 various applications, networking and E-Governance products. The main
 objects of Rosmerta Technologies is to carry on in India and elsewhere
 any of the business or business in the field of electronics,
 electrical, telecommunication, mechanical, developing, marketing
 software system solutions, designing, coding, integrating system to
 find intranet solutions, including assemblies, sub assembles of
 computers, other accessories , peripherals, digital products, hardware
 and software for electronic and electro mechanical and any other
 articles, materials appliances etc. and the company is presently
 engaged in the business of Smart Card Motor Vehicle Projects in Delhi,
 Maharashtra and Gujarat and it has 10 Branch offices and 52 Business
 Operation Centres.
 
 The Board feels that the business carried on by the company and
 Rosmerta Technologies Private Limited has significant potential for
 growth and profitability and there is synergy in the operations and the
 businesses of the company and Rosmerta Technologies Private Limited The
 Management and key personnel of the company and Rosmerta Technologies
 Private Limited complement the skills and an amalgamation of Rosmerta
 Technologies Private Limited with the company will result in effective
 utilization of resources for the merged entity and would benefit the
 shareholders of both the companies.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Report on Management Discussion and Analysis has been attached and
 forms part of the Annual Report.
 
 SERVICE QUALITY INITIATIVES
 
 The long-term sustainability of business growth depends to a large
 extent on the robustness of the Companys operational processes and the
 quality of customer service. This is even more of a challenge in a
 rapid growth scenario which the company has been experiencing. The
 Company has therefore been investing in various process improvement and
 service quality initiatives over past few years. Till date majority of
 the employees have been trained in the methodology, primarily to reduce
 operational errors and process inefficiencies, and also to help improve
 cycle time for product delivery to the customers.
 
 During the year, the Company further upgraded its customer complaint
 resolution and monitoring system to facilitate higher levels of
 customer responsiveness.
 
 The Company gives high priority to customer feedback and complaints.
 There is a well documented policy for complaint handling which ensures
 that not only all complaints are recorded but also monitored for
 effective resolution within a specified turnaround time. Deviations
 from the process are escalated to the top management.
 
 INTERNAL AUDIT & COMPLIANCE
 
 The Company has appointed an Internal Auditor who are is responsible
 independently evaluating the adequacy of all internal controls and
 ensuring operating and business units adhere to internal processes and
 procedures as well as to regulatory and legal requirements. To ensure
 independence, the Internal Auditor directly reports to the Chairman of
 the Board of Directors and to the Managing Director. The Audit
 Committee of the Board also reviews the performance of the Internal
 Auditor and the Committee reviews the effectiveness of controls and
 compliance with regulatory guidelines.
 
 HUMAN RESOURCES
 
 Companys cordial relations were maintained at all of the Companys
 offices. There has been consistent improvement in productivity across
 all the offices.
 
 Recruitments across all levels, extensive training and skill
 enhancement activities were carried out, in line with the Companys
 expansion and growth plans.
 
 Recruitments across all levels, extensive training and skill
 enhancement activities were carried out, in line with the Companys
 expansion and growth plans.
 
 STATUTORY DISCLOSURES
 
 There are no employees whose details are required to be given as per
 Section 217 (2A) of The Companies Act, 1956.
 
 The provisions of Section 217(1) of the Act relating to conservation of
 energy and technology absorption do not apply to your Company The
 Company has, however, used information technology extensively in its
 operations.
 
 The report on Corporate Governance is annexed herewith and forms part
 of this report.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO :
 
 Foreign Exchange Earnings : 1,15,63,682/-
 
 Foreign Exchange outgo : 1,81,17,091/-
 
 RESPONSIBILITY STATEMENT
 
 The Board of Directors hereby state that:
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures:
 
 ii) We have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as on March 31,2008 and of the profit of the company for
 the year ended on that date;
 
 iii) We 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) We have prepared the annual accounts on a going concern basis.
 
 DIRECTORS
 
 Mr. Unnikrishnan Ramchandran and Mr. Vinod C. Kapoor will retire by
 rotation at the ensuing Annual General Meeting and are eligible for
 re-appointment.
 
 The details relating to Directors who are to be appointed/re-appointed
 are furnished in the report on Corporate Governance
 
 AUDITORS
 
 M/s. Y. Raghuram & Co , Chartered Accountants, Auditors of the company
 hold the office until the conclusion of the ensuing Annual General
 Meeting and being eligible offer themselves for reappointment.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance forming part of the
 Directors Report and the certificate from the Companys auditors
 confirming compliance of Corporate Governance norms as stipulated in
 Clause 49 of the Listing Agreement with the Stock Exchange, is included
 in the Annual Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to place on record their gratitude to the
 companys clients, suppliers, business associates, consultants, ICICI
 and other Banks and other Government and Regulatory Agencies. The
 Directors wish to convey their appreciation to all of the Companys
 employees for their enormous personal efforts as well as their
 collective contribution to the Companys performance.
 
                                     On behalf of the Board of Directors
 
                                                                    sd/-
                                                           Ajay Sarupria
                                                                Chairman
 
 Mumbai
 30th June, 2008