The have the pleasure in presenting the 17th Annual Report of the
 Company with audited statement of accounts for the year ended 31st
 March, 2012. The summarized Financial Results are given below:
 
 Financial Results
 
                                                           (Rs. in Lacs)
 
                           Consolidated             Standalone 
 
 Particulars          2011-12       2010-11      2011-12     2010-11
 
 Total Income        7,191.94      4,765.51     2,698.75    2,423.02
 
 Profit before 
 Interest and 
 Depreciation        1,913.48      1,445.86     1,872.71    1,431.95 
 
 Less: Interest         46.73          9.19        18.03        7.50
 
 Depreciation          277.03        215.54       272.60      211.04
 
 Profit before Tax   1,589.72      1,221.12     1,582.08    1,213.41
 
 Less: Provision 
 for Income Tax        491.00        213.44       488.94      212.20
 
 Profit after Tax    1,098.72      1,007.69     1,093.14    1,001.21
 
 Add: Balance 
 brought forward     1,827.66      1,128.36     1,836.87    1,144.05
 
 Amount available
 for appropriations  2,926.38      2,136.05     2,930.01    2,145.26
 
 Appropriations:
 
 Interim Dividend           -        147.31            -      147.31
 
 Proposed Final 
 Dividend              147.32         73.66       147.32       73.66
 
 Dividend Tax           23.90         36.42        23.90       36.42
 
 Transferred to 
 General Reserve            -         51.00            -       51.00
 
 Balance carried 
 to Balance Sheet    2,755.16      1,827.66     2,758.79    1,836.87
 
 Business
 
 In a span of 17 years since its inception, IntraSoft Technologies Ltd.
 has grown rapidly to attain leadership position in the global e-card
 Industry. With increased absorption of newer technologies, internet as
 a necessity is poised for significant growth. During the year the focus
 has been to efficiently and effectively utilize technology to create
 the best online experience. User experience has been continuously
 enhanced to grow online site traffic, which is critical for business
 success.
 
 The online gifting E-Commerce business is also growing at a
 considerable pace with quantum jumps year on year in number of executed
 sales. This has led to higher revenues from the business. During the
 year there was a growth in the orders shipped as compared to last year
 by 126.2%.
 
 During the financial year under review, the Company achieved total
 consolidated income of Rs. 7,191.94 lacs as against Rs. 4,765.51 lacs in
 the previous year, registering a growth of 51%. The consolidated net
 profit grew to Rs. 1,098.72 lacs in the current year as compared to Rs.
 1,007.69 lacs in the previous year. The Company''s consolidated EPS for
 the year is Rs. 7.46.
 
 In accordance with the Accounting Standard on Consolidated Statements
 (AS-21), the audited Consolidated Financial Statements is attached and
 forms part of this Annual Report. These statements have been prepared
 on the basis of financial statements received from the subsidiaries, as
 approved by their respective boards.
 
 Subsidiary Companies
 
 The Company has three wholly owned subsidiaries viz 123Greetings.com,
 Inc. (USA), 123Greetings (Singapore) Pte. Ltd. (Singapore) and One Two
 Three Greetings (India) Private Limited (India).
 
 Dividend
 
 Considering the Company''s performance during the financial year and to
 appropriately reward the members while conserving the resources to meet
 the future requirements, the Board of Directors recommends Dividend of
 Rs. 1 per Equity Share (10%) for the financial year 2011-12 (Previous
 year 10% Interim Dividend and 5% Final Dividend).
 
 Management''s Discussion and Analysis
 
 A detailed review on the operations, performance and future outlook of
 the Company and its business given in the Management''s Discussion and
 Analysis is attached and forms part of this Report.
 
 Corporate Governance
 
 The Company is committed to uphold the values of transparency,
 integrity, accountability and ethical corporate citizenship across all
 its business activities. This commitment lays down the foundation of
 its governance practices which focus on creating sustainable value for
 the stakeholders.
 
 The Company''s board has laid down a Code Of Conduct to which the board
 and senior management have affirmed compliance. The Code is displayed
 on the official website of the Company at www.itlindia.com.
 
 The Company has complied with the provisions of Corporate Governance
 requirements, as stipulated under clause 49 of the Listing Agreement. A
 separate section on Corporate Governance forming part of the Directors''
 Report and the certificate from a Practicing Company Secretary
 confirming the compliance of Corporate Governance requirements is
 attached with the Directors'' Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 to the best of their knowledge and belief confirm that:
 
 - In the preparation of Annual Accounts for the financial year
 2011-12, the applicable Accounting Standards have been followed and
 there were no material departures;
 
 - The directors have selected such Accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for the financial year.
 
 - Proper and sufficient care have been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 - The Annual Accounts for the year ended 31st March, 2012 are
 prepared on a going concern basis.  Directors
 
 The tenure of Mr. Sharad Kajaria as Whole-time Director of the Company
 expired on 31st March, 2012. Considering his valuable contribution to
 the Company, the Board, at its meeting held on 7th February, 2012, has
 recommended his re-appointment for a fresh tenure of 2 years w.e.f. 1st
 April, 2012.
 
 Appropriate resolutions seeking approval of shareholders for his
 re-appointment is appearing in the accompanying Notice of Annual
 General Meeting of the Company alongwith explanatory statement as
 required pursuant to Section 173 (2) of the Companies Act, 1956.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Rupinder Singh and Mr.
 Vishal Agarwal shall retire by rotation at the ensuing Annual General
 Meeting of the Company and being eligible, offer themselves for
 re-appointment. The Board of Directors recommends their re-
 appointment.
 
 Mr. Anil Agrawal and Mr. Amit Ruia were appointed as Director in casual
 vacancy with effect from 30th September, 2010 and 9th March, 2012, in
 place of Mr. Amitava Ghose and Mr. Deepak Kanabar, respectively. Mr.
 Anil Agarwal and Mr. Amit Ruia hold office upto the date of ensuing
 Annual General Meeting in which Mr. Amitava Ghose and Mr. Deepak
 Kanabar would have retired by rotation if had not resigned.
 
 Notices have been received from Members of the Company under Section
 257 of the Companies Act, 1956 signifying Mr. Anil Agrawal and Mr. Amit
 Ruia as candidates for the office of Director, who have filed their
 consents to act as Directors of the Company if appointed.
 
 The Directors also place on record their deep appreciation for the
 valuable contribution made by Mr. Deepak Kanabar during his tenure as a
 Director of the Company.
 
 Appropriate resolutions seeking approval of shareholders to their
 appointments are included in the accompanying Notice of Annual General
 Meeting of the Company.
 
 Auditors
 
 M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company hold
 office until the conclusion of the ensuing Annual General Meeting. It
 is proposed to re-appoint them as Statutory Auditors for the financial
 year 2012-13.  The retiring Auditors have furnished a certificate of
 their eligibility for re-appointment under Section 224(1B) of the
 Companies Act, 1956 and have indicated their willingness to continue in
 the said office.
 
 Auditors'' Observations
 
 The observations made by the Auditors in their Report read with
 relevant notes as given in the Notes on Accounts annexed to the
 Accounts, are self explanatory and therefore do not call for any
 further comments under Section 217(3) of the Companies Act, 1956.
 
 IPO Utilization
 
 The Company has, till 31st March 2012 spent Rs. 4,628 lacs for the
 objects stated in the prospectus of the Company, and as amended
 subsequently, out of the total proceeds of Rs. 5,365 lacs raised through
 Initial Public Offering (IPO). The un-utilized fund has been invested
 in Non-Convertible Debentures and the balance fund is lying in
 Company''s Bank account.
 
 In accordance with the Listing Guidelines, the utilization of Issue
 proceeds has also been disclosed in the Quarterly Financial Results
 published by the Company.
 
 Public Deposits
 
 During the year under review, the Company had neither accepted nor
 renewed any deposit from public within the meaning of Section 58A of
 the Companies Act, 1956.
 
 Conservation of Energy, Research & Development, Technology
 absorption,Foreign exchange Earnings and Outgo
 
 The particulars prescribed under Section 217(1) (e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 are set out in Annexure and
 forms part of this report.
 
 Particulars as per Section 217(2A) of Companies Act, 1956
 
 As per the provisions of Section 217(2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) Amendment Rules,
 2011, none of the employees of the Company has drawn remuneration of Rs.
 60 lacs or more if employed throughout the financial year or Rs. 5 lacs
 or more per month, if employed for a part of the financial year.
 
 Acknowledgements
 
 The Directors wish to place on record their appreciation for the
 continued support and co-operation by Bankers, Customers and Business
 Associates and to the Shareholders and Investors for the confidence
 reposed in the Company''s management.
 
 The Directors also convey their appreciation to the employees at all
 levels for their dedicated services, efforts and collective
 contribution.
 
                                    For and on behalf of the Board
 
 Place: Kolkata             Arvind Kajaria        Sharad Kajaria
 
 Date: 16th August, 2012    Managing Director     Whole-time Director