To

The Shareholders

Your Directors take pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

Financial Results

The Company’s performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

(Rs in lakhs)

Particulars Consolidated Standalone
2014-15 2013-14 2014-15 2013-14
Total Income 34,701.59 15,301.27 3,473.32 2,317.78
Profit before Interest and Depreciation 907.12 274.35 776.48 204.40
Less: Finance Cost 76.00 90.20 59.30 33.26
Depreciation 146.59 402.11 137.68 394.51
Profit before Tax 684.53 (217.96) 579.50 (223.37)
Less : Provision for Income Tax 88.44 (423.79) 78.03 (427.92)
Profit after Tax 596.09 205.83 501.47 204.55
Add: Balance brought forward 421.61 888.13 426.30 894.10
Amount available for appropriations 1,017.70 1,093.96 927.77 1,098.64
Appropriations
Interim Dividend 147.32 - 147.32 -
Proposed Final Dividend 147.32 147.32 147.32 147.32
Dividend Tax on Interim and Final dividend 59.44 25.03 59.44 25.03
Additional Depreciation as per Companies Act, 2013 49.34 - 49.33 -
Transferred to General Reserve - 500.00 - 500.00
Balance carried to Balance Sheet 614.28 421.61 524.36 426.30

Business

The financial results during the year under review reflect the outstanding performance of the Company and its subsidiaries compared to year-on-year basis. The total consolidated income for the financial year under review is Rs 34,701.59 lakhs compared to Rs 15,301.27 lakhs of the previous financial year, registering a growth of 127%. The consolidated net profit for the financial year under review is Rs 596.09 lakhs as compared to Rs 205.83 lakhs of the previous financial year. The total standalone income stood at Rs 3,473.32 compared to Rs 2,317.78 lakhs of the previous financial year, registering a growth of more than 49 %. The Company’s net profit for the year under review was amounted to Rs 501.47 lakhs as compared to Rs 204.55 lakhs of the previous financial year.

123Stores, the online e-commerce business the major revenue generator witnessed good growth. Orders shipped during the financial year were 7.73 Lakhs as against 2.54 Lakhs orders in the previous financial year registering a growth of 204% in orders, averaging approximately 2,118 orders/ day. The Company was ranked as the 392nd largest Online Retailer in the US as per Internet Retailer’s Top 500 Guide, improvement in position from #499 in last financial year.

123Greetings.com continued to see increased Mobile Application usage year on year with more than 10-fold increase in the number of cards sent, from 0.93 Lakh in 2013-14 to 9.59 Lakhs during FY2014-15.

Your Company is continuously investing in efforts to better understand customers and improve products to meet their expectations. New products are also being introduced to stay ahead of competition. These initiatives involve complex analytics and research on customer behaviour and strengths of competing products. The industry Rs as become very dynamic and first movers continue to gather more traffic share and business. This translates into continuous internal investments, particularly in Rs uman capital. Further, consumer preferences are evolving at a rapid pace and to succeed in this industry it is imperative to regularly innovate and meet the ever changing expectations on the customer. Your Company always endeavours to meet the customer requirements. The Company expects much better growth in the coming future.

There was no change in nature of the business of the Company, during the year under review.

Subsidiary Companies

The Company Rs as its three wholly owned subsidiaries viz 123Greetings.com, Inc (USA), Intrasoft Ventures Pte. Ltd [Formerly known as 123Greetings (Singapore) Pte Ltd (Singapore)]& One Two Three Greetings (India) Private Limited (India). To increase the focus on the growing E-commerce business, a step-down subsidiary named as 123Stores, Inc (USA) was incorporated during the year under review, which is wholly owned subsidiary of Intrasoft Ventures Pte. Ltd (Singapore).

The performance and financial position of each of the subsidiaries for the year ended 31st March 2015 is attached and marked as Annexure I and forms part of this Report.

Dividend

Your Directors would like to inform that considering the robust growth vis--vis improvements in financial position in January 2015, the Board of Directors declared and paid an interim dividend of Rs 1/- (10 %) per share. Further, your directors are pleased to recommend a final dividend of Rs 1/- (10 %) per share. The total dividend for the financial year 2014-15 would accordingly be Rs 2/- (20 %) per share. The total outgo towards dividend for the financial year amounts to Rs 3,54,07,900/- including dividend distribution tax of Rs 59,44,544/-.

Transfer to Reserves

The Board of Directors Rs as not recommended transfer of any amount of profit to reserves during the year under review. Rs ence, the entire amount of profit for the year under review Rs as been carried to the Profit and Loss account.

Revision of Financial Statement

There was no revision of the financial statements for the year under review.

Deposits

The Company Rs as not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Rs ence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Disclosures Under Section 134(3)(i) of The Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position Rs ave occurred between the end of the financial year of the Company and date of this report.

Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation Rs as been received from the Internal Auditors of the 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 Rs ave been passed by any Regulator or Court or Tribunal which can Rs ave impact on the going concern status and the Company’s operations in future.

Particular of Contracts or Arrangement 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 Rs ad not entered into any contract / arrangement / transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link Rs ttp://itlindia.com/investors/other-information.html

Your Directors draw attention of the members to Note no. 2.30 of Standalone financial statement which sets out disclosures on related parties and transactions entered into during the financial year under review with the said parties, if any.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient(s) are provided Note 2.16 of standalone financial statement.

Disclosure under Section 43(a)(ii) of The Companies Act, 2013

The Company Rs as not issued any shares with differential rights and Rs ence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 54(1)(d) of The Companies Act, 2013

The Company Rs as not issued any sweat equity shares during the year under review and Rs ence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 62(1)(b) of The Companies Act, 2013

The Company Rs as not issued any equity shares under

Employees Stock Option Scheme during the year under review and Rs ence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of The Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Matters Related to Directors and Key Managerial Personnel: Board of Directors & Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria, Whole-time Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer Rs imself for re-appointment. The Board recommends Rs is appointment.

Pursuant to the requirement of Section 203 of the Companies Act, 2013, Mr. Mohit Kumar Jha, Finance Rs ead of the Company was appointed as Key Managerial Personnel designated as Chief Financial Officer of the Company.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Company’s policy on Director’s appointment and remuneration

The Board Rs as as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Management and their remuneration. The details of said policy are given in the Corporate Governance Report forming part of this Annual Report.

Disclosures Related to Board, Committees and Policies:

Board Meetings

The Board of Directors met six times i.e. on 29th May, 2014, 30th June, 2014, 31st July, 2014, 27th October, 2014, 5th November, 2014 and 27th January, 2015 during the financial year ended 31st March 2015. More details on the Board Meeting are provided in the Corporate Governance Report forming part of this Annual Report.

Director’s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors Rs ereby confirms that:

• in the preparation of the annual accounts, the applicable accounting standards Rs ad been followed along with proper explanation relating to material departures;

• such accounting policies Rs ave been selected and applied consistently and the Directors 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 at 31st March, 2015 and of the profit of the Company for that year;

• proper and sufficient care was taken 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;

• the annual accounts of the Company Rs ave been prepared on a going concern basis;

• internal financial controls Rs ave been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

• proper systems Rs ave been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Committees of the Board

There are four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. More details on all the Committees are provided in the Corporate Governance Report forming part of this Annual Report. Various policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and Listing Agreement are available on the Company’s Website at the web link; Rs ttp:// itlindia.com/investors/other-information.html

Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company Rs as, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company Rs ave the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the Rs ighest standards of ethical, moral and legal conduct of business operations.

Risk Management Policy

The Board of Directors of the Company Rs as designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

Annual Evaluation of Directors, Committee and Board

A statement indicating the manner for evaluation of performance of the Board and its committee, individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and Rs ave been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statement are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business Rs ours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Payment of Remuneration / Commission to Directors from Rs olding or Subsidiary Companies

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Rs olding or Subsidiary Companies of the Company.

Auditors and Reports:

The matters related to Auditors and their Reports are as under:

Observations of Statutory Auditors on Accounts for the Year Ended 31st March 2015

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Audit Report for the Year Ended 31st March 2015

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi and Associates, Company Secretaries Rs as been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Appointment of Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s K. N. Gutgutia, Chartered Accountants, the Statutory

Auditors of the Company, Rs old office upto the conclusion of the ensuing Annual General Meeting. The Auditors Rs ave furnished to the Company certificate under Section 139 of the Act totheeffectthattheirappointment,ifmade,shallbeinaccordance with the prescribed conditions and that they are eligible to Rs old the office of Auditors of the Company and also their consent to Rs old the office of Auditors of the Company. The Board recommends the appointment of M/s K. N. Gutgutia, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking your approval.

Extract Of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings 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 energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Report.

Annual Report on Corporate Social Responsibility

Pursuant to Section 135 and Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013, Annual Report on CSR is attached to this report as Annexure IV.

Management’s Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis which 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 Rs as laid down Code of Conduct to which the board and senior management Rs ave affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.

The Company Rs as 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 Corporate Governance Report.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board
Place: Kolkata Arvind Kajaria Sharad Kajaria
Date: 27th May, 2015 Managing Director Whole-time Director
(DIN No. 00106901) (DIN No. 00108036)

Registered Office:

CIN: L24133MH1996PLC197857

A-502, Prathamesh, Raghuvanshi Mills Compound,

Senapati Bapat Marg, Lower Parel (W),

Mumbai – 400 013

Tel: 022 2491 2123 Fax: 022 2490 3123

Email: intrasoft@itlindia.com Website: www.itlindia.com