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:
(Rs. in Lacs)
Particulars 2011-12 2010-11 2011-12 2010-11
Total Income 7,191.94 4,765.51 2,698.75 2,423.02
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
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
brought forward 1,827.66 1,128.36 1,836.87 1,144.05
for appropriations 2,926.38 2,136.05 2,930.01 2,145.26
Interim Dividend - 147.31 - 147.31
Dividend 147.32 73.66 147.32 73.66
Dividend Tax 23.90 36.42 23.90 36.42
General Reserve - 51.00 - 51.00
to Balance Sheet 2,755.16 1,827.66 2,758.79 1,836.87
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
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
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.
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).
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.
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 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
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-
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.
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.
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.
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.
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.
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
For and on behalf of the Board
Place: Kolkata Arvind Kajaria Sharad Kajaria
Date: 16th August, 2012 Managing Director Whole-time Director