To

The Shareholders

IntraSoft Technologies Limited

We are pleased to present the Twenty Second Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31 March 2017.

Financial Statements & Results a. Financial Results:

The consolidated and standalone performance during the year ended 31 March 2017 as compared to the previous financial year, is summarised below:

Consolidated Financials

Amount ( in Lacs)
Particulars 2016-17 2015-16
Total Income 94,646.32 72,147.78
Profit before Interest, Depreciation and Exceptional Income 2,501.19 1,302.37
Less: Finance Cost 355.53 237.05
Depreciation 187.44 159.55
Profit before Tax and Exceptional Income 1,958.22 905.77
Exceptional Income - 3,441.12
Profit before Tax 1,958.22 4,346.89
Less : Provision for Income Tax 578.47 196.20
Profit after Tax 1,379.75 4,150.69

On S tandalone basis, Total Income of the recorded at Rs. 1925.55 Lacs in FY 2016-17 against Rs. 3289.04 Lacs in FY 2015-16. EBITDA is recorded at Rs. 631.19 Lacs in FY 2016-17 against Rs. 952.24 Lacs in FY 2015-16. PBT is recorded at Rs. 437.76 Lacs against Rs. 4059.44 Lacs in FY 2015-16 ( with Exceptional Income of Rs. 3441.12 Lacs). The net profit for the financial year under review is Rs. 401.66 Lacs as compared to Rs. 3973.96 Lacs of the previous financial year.

b. Business:

1. The performance of the Company and its subsidiaries during the financial year 2016-17 was remarkable. Our total consolidated income for the financial year under review is Rs. 946,46.32 Lacs as compared to Rs. 721,47.78 Lacs in the previous financial year, registering a growth of 31% . The consolidated net profit for the financial year under review is Rs. 13,79.75 Lacs as compared to Rs. 4,150.69 Lacs in the previous financial year.

123Stores, the online e-commerce business, maintained the growth momentum and is the major revenue generator for the group and witnessed tremendous growth and improvement in all the parameters. Year 2016 was yet another record year for e-commerce in United States and consumers continued to shift their sizable amount of the retail spending towards Internet and Online purchases. In the year 2016, Online retail sales in United States grew 15.6% year-on-year as compared to barely 2.6% in the case of sales from physical stores. We grew by approximately 50% during the calendar year 2016 in United States as compared to overall 22% growth for Web only retailers increasing our market shares year-on-year basis.

The E-Commerce revenue grew by 31% from Rs. 716.87 Lacs in FY 2015-16 to Rs. 939.01 Lacs in FY 2016-17. During the year, the Company further expanded its catalogue by continuously adding products and suppliers and revenue growth was visible across all products categories and healthy mix of products.

During the year, Our primary focus was a structural improvement to the working capital cycle for the business to scale seamlessly and fully realise the growth potential in long term. And it has been a transformational year for us as we generated more than Rs. 3500 Lacs of free cash flows enabling us to move to higher levels of growth. Additionally, we repaid atleast 50 % of the working capital loans in United States and are a net debt free company on a consolidated basis. The continued improvement in cash flows also reduced finance costs.

Our proprietary technology platform allows us to scale order volumes with minimal human intervention, enabling cost savings as we grow volumes. Increased levels of automation and process optimisations has increased efficiencies and enabled a double digit gain in employee productivity and also helped improve our Inventory turnover ratio.

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

c. Performance of Subsidiaries, Associates and Joint Venture Companies

The Company has three wholly owned and two step down subsidiaries as on 31 March 2017 viz. 123Greetings.com, Inc (USA), Intrasoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) wholly owned subsidiaries and 123Stores, Inc (USA), wholly owned subsidiary of Intrasoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the E-Commerce business by consolidating all operations related to E-Commerce and online greeting activities to achieve financial and operational efficiencies.

In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2017 is attached and marked as Annexure I (FormAOC-1) and forms part of this Report.

Appropriations a. Dividend

The Board of Directors of the Company has recommended a final dividend of Rs. 2/- (20%) (previous year Rs. 2/- per equity share) per equity share of face value of 10/- for the financial year 2016-17, which if approved would absorb Rs. 354.61 Lacs including dividend distribution tax of Rs. 59.98 Lacs (Previous year Rs. 354.61 Lacs including dividend distribution tax of Rs. 59.98 Lacs).

b. T ransfer to Reserves

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

Revision of Financial Statements

There was no revision of the financial statements of the Company pertaining to the previous financial years during the year under review.

Deposits

The Company has 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 Deposits) Rules, 2014. Hence, 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)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the 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 statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has 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 have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Companys operations in future.

Particulars of Contracts or Arrangement with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial year with its wholly owned subsidiaries were in the ordinary course of business and at an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material related party transaction in accordance with the policy of the Company on related party transactions read with SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy on related party transactions as approved by the Board may be accessed on the Companys website www.itlindia.com.

Your Directors draw attention of the members to Note no. 33 of Standalone financial statements which sets out disclosures on related parties and transactions entered into with the said parties.

Particulars of Loans, Guarantees, Investments and Securities

Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilised by the recipient(s) thereof are provided in Note nos. 13 and 14 of standalone financial statements.

Share Capital

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a) (ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

Matters Related to Directors and Key Managerial Personnel:

a. Board of Directors & Key Managerial Personnel

During the year, the tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director of the Company expired on 31 March 2017. The Board of Directors of the Company at its Meeting held on 18 March 2017, subject to the approval of the shareholders, re-appointed Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director of the Company for a further term of 3 (three) years with effect from 1 April 2017.

The Board of Directors at its Meeting held on 18 March 2017 also appointed Mr. Ashok Bhandari as Director in the category of an Independent Director of the Company w.e.f. 18 March 2017. Necessary resolution for seeking approval of members for his appointment in the said office is included in the Notice of Annual General Meeting.

The Board recommends re-appointment of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director and appointment of Mr. Ashok Bhandari as an Independent Director of the Company.

During the year, Mr. Pranvesh Tripathi was appointed as Company Secretary and Key Managerial Personnel of the Company with effect from 10 May 2016 in place of Mr. Rakesh Dhanuka.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

b. Declaration by Independent Directors

The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances which may affect their status as Independent director during the year.

c. Companys Policy on Directors appointment and remuneration

The Board has 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 which forms part of this Annual Report.

Disclosures Related to Board, Committees and Policies:

a. Board Meetings

The Board of Directors met 7 (Seven) times during the financial year 2016-17 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

b. Directors 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 31 March 2017, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have 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 31 March 2017 and of the profit of the Company for that year;

iii. 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;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. Committees of the Board

Ther the 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. Detailed information on all the Committees is provided in the Corporate Governance Report alongwith the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Companys Website www.itlindia.com.

Policies

a. Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company have 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 a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation 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 have the right to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere 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 Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys 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

The Board of Directors has carried out annual evaluation of its own performance, Committees of the Board and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015.

A statement indicating the manner for evaluation of performance of the Board, its committees and 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 Companys business, size and complexity of its operations are in place and have 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, pursuant procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Payment of Remuneration / Commission to Directors from Holding or Subsidiary Companies

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

Auditors and Reports:

The matters related to Auditors and their Reports for the year ended 31 March 2017 are as under:-

a. Observations of Statutory Auditors on Accounts for the Year ended 31 March 2017:

There are no observations of the Statutory their report for the financial year ended 31 March 2017.

b. Secretarial Audit Report:

Provisions of Section 204 read with Section 134(3) the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report in the Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2016-17 forms part of this report. As regards the observation made by the Secretarial Auditors for closure of trading window, as given therein none of the designated employees of the Company has traded in the shares of the Company.

c. Appointment of Auditors:

Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company atthe21stAnnualGeneralMeetingheldon8September 2016, for consecutive term of 5 (five) years i.e. to hold office up to the conclusion of the 26th Annual General Meeting of the Company subject to the ratification of appointment by the shareholders in each Annual General Meeting of the Company. Necessary item in the notice of the ensuing Annual General Meeting is included to seek approval of members for ratification of appointment of Walker Chandiok & Co. LLP for the financial year 2017-18.

The said Auditors have furnished to the Company certificate under Section 141 that they are eligible to hold the office of Auditors of the Company and also given their consent to hold the office of Auditors of the Company.

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 Act, 2013, Extract of Annual Return in the prescribed format for the financial year ended 31 March 2017 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 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

Further, Annual Report on CSR as required to be disclosed under the above mentioned rules for the Financial Year 2016-17 is attached to this report as Annexure IV.

Particulars of Employees as per Section 197 read with Rule 5 of the Companies (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) Rules, 2014 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 terms of 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 to sexual harassment at workplace have been reported.

Managements Discussion and Analysis Report

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report which is attached and forms part of this Report.

Corporate Governance 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 stakeholders.

The Company has laid down Code of Conduct to which the board and senior management have afirmed 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 Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance forming part of the Directors Report and the certificate from a Practicing Company Secretary pursuant to the said Regulation is attached with the Corporate Governance Report.

Acknowledgements and Appreciation

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/associates and financial institutions 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: 24 May 2017

 

Registered Office:
CIN: L24133MH1996PLC197857
A-502, Prathamesh, Raghuvanshi Mills Ltd. 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

Form AOC-1

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]

Part A Subsidiaries

(Amount in Lacs)
1 Name of the subsidiary/Joint Venture/Associate Companies 123 Greetings.com, Inc. Intrasoft Ventures Pte. Ltd. (Standalone) One Two Three Greetings (India) Private Limited 123Stores, Inc. * (Consolidated)
2 Date since when Subsidiary was acquired (DOA) 27 May 1999 12 April 2007 31 January 2007 5 September 2015
3 Reporting period for the subsidiary concerned, if different from the holding companys reporting period Same as Holding Company Same as Holding Company Same as Holding Company Same as Holding Company
4 Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries. USD, 1 USD = 64.85 SGD, 1 SGD = 46.41 INR USD, 1 USD = 64.85
5 Share capital 64.85 649.74 200.00 648.50
6 Reserves and Surplus 73.83 (18.91) 10.84 1,174.13
7 Total Assets 346.81 633.70 298.07 7,180.57
8 Total Liabilities 208.13 2.88 87.23 5,357.94
9 Investments - 627.73 - -
10 Turnover 1,673.78 6.42 13.75 92,213.53
11 Profit before taxation 5.80 (10.54) 0.38 1,522.10
12 Provision for taxation 4.55 9.22 (0.00) 529.62
13 Profit after taxation 1.25 (19.76) 0.38 992.48
14 Proposed Dividend - - - -
15 % of shareholding 100 100 100 100
16 Contribution to the overall performance of the Company during the period under report (%) 86.58% (1.49%) 0.46% 72.76%

* 123Stores, Inc. is a Wholly Owned Subsidiary of Intrasoft Ventures Pte. Ltd (DOA - 1 October 2014). The Consolidated Performance consists of 123Stores, Inc. and its wholly owned subsidiary 123Stores Ecommerce Private Limited (DOA – 5 September 2015).

Part B Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

There is no Company which is an Associate or Joint Venture of the Company.

Note:

1. There is no subsidiary of the Company which is yet to commence operations.

2. No associates or joint ventures have been liquidated or sold during the year.

Particulars pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

I. Conservation of Energy

The Company is engaged in development delivery of e-commerce and e-cards through internet platform. Considering the nature of the business in which the Company is engaged, energy cost forms an insignificant portion of the total expenses and hence the financial impact of the said cost is not material. Adequate measures have, however, been taken to conserve energy at optimum level.

II. Research and Development

1. Specific areas in which R&D is carried out by the Company:

The Company operates in the Internet / Information Technology based industry, wherein new developments and phasing out of technologies occur rapidly on a continuous basis. Evaluation of developments in the industry are undertaken by the Company on a regular basis with a view of adopting and adapting such developments based on their suitability analyzed in light to the business in which the Company is engaged in. These actions help the Company to improve the areas in which the Company and/or its wholly owned subsidiaries are engaged.

2. Benefits derived as a result of the above R&D:

Research and Development activities undertaken for the purpose of ensuring consistency with the changing business environment allows us to enhance quality, productivity and customer satisfaction which ultimately results in increased number of users assessing the website of the Company and thus benefits the Company.

3. Future Plan of action:

To enable to make its website much more customer-centric, the Company is continuously working on findings and evaluating new technologies, processes, frameworks and methodologies.

4. Expenditure on R&D: and

The Companys R&D activities are part of its normal commercial operations. There is no separate R&D department. Hence, there is no specific budget earmarked for R&D expenditure. Considering the continuous expenditure on such account, it is also not practical to identify R&D expenditure out of total expenditure incurred by the Company.

III. Technology absorption, adaptation and innovation

1. Efforts in brief, made towards technology absorption, adaptation , innovation and benefits derived:

For the purpose of ensuring productivity and improvement in the quality on a continual basis the technical resources of the Company attend several seminars and workshops organised by various institutions as required from time to time in accordance with the change in the technological environment.

2. Information regarding technology imported during last 5 years:

The Company meets its technology requirement through developing it in-house and/ or through purchasing it on domestic basis and hence there are no imports in the last 5 years

3. Foreign Exchange Earnings and Outgo:

i) Activities relating to exports:

The Company is engaged in development and delivery of e-commerce and e-cards globally through internet platform. Constant endeavor is made to ensure increase in usage of Companys services by the end users in different countries.

ii) Total foreign earnings used and earned:

Information on foreign exchange earnings and outgo is furnished in note no. 26 of Standalone Financial Statements.

ANNEXURE V

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

1 Name of Director / KMP % increase in remuneration in the FY 2016-17 Ratio of remuneration of each Director/KMP to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Arvind Kajaria NIL 11.52 PAT (before exceptional income) decreased by
Managing Director
2 Mr. Sharad Kajaria NIL 10.80 24.62% from FY 2015-16
Whole-time Director
3 Mr. Rupinder Singh Nil 0.51 NA
Independent Director #
4 Mr. Anil Agrawal Nil 0.45 NA
Independent Director #
5 Mrs. Savita Agarwal NIL 0.35 NA
Independent Director #
6 Mr. Ashok Bhandari NA NA NA
Independent Director *
7 Mr. Mohit Kumar Jha 14 5.07 PAT (before exceptional income) decreased by 24.62% from FY 2015-16
Chief Financial Officer
8 Mr. Rakesh Dhanuka NA NA
Company Secretary !
9 Mr. Pranvesh Tripathi NA NA
Company Secretary +

# Only sitting fees is paid to the Independent Directors.

* Appointment is w.e.f. 18 March 2017.

! Resigned w.e.f. 10 May 2016.

+ Appointment is w.e.f. 10 May 2016.

ii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA

iii) List of top 10 employees of the Company in terms of remuneration drawn and employees who drawn remuneration during the financial year not less than Rs. 1.02 Crores per annum:

Name Designation Date of Joining Remuneration (in Lacs) Age (years) Experience (Years) Qualification Last employment and designation held
Arvind Kajaria Managing Director 26 June 1998 72.00 52 27 Degree in Business Administration NA
Sharad Kajaria Whole-time Director 27 February 1996 67.50 41 18 Bachelors Degree in Commerce NA
Mukesh Goel General Manager 01 April 1997 63.76 49 26 Masters Degree in Commerce Cieco Securities Ltd, Accounts Executive
Rajat Kapur Sr. Manager - Sales 01 August 2012 36.98 37 16 Diploma in Business Administration S. K. Products, Operations Manager
Mohit Kumar Jha CFO 18 December 2013 31.65 39 14 Chartered Accountants HDFC Bank Ltd, Sr. Manager
Priti Chopra Sr. Manager – Sales Support 27 June 2013 26.54 45 25 Bachelors Degree in Science Veneza Furniture, Partner
Sajal Kumar Basu Technical Head 22 December 2003 24.93 35 13 Master of Science in Information Technology NA
Ankit Suresh Saraf Channel Sales Manager 01 August 2010 23.30 31 15 Bachelor of Management Studies Millionaire Capital Services Pvt. Ltd., Business Development Manager
Anibha Tulsian Sr. Manager – Administration 01 March 2007 21.59 42 18 Bachelor of Arts Archieve Advisory Services Pvt. Ltd., Overall Incharge
Pranvesh Tripathi Company Secretary & Compliance Officer 10 May 2016 20.20 42 16 Company Secretary Gabriel India Ltd- Company Secretary & Legal Head

iv) Employees employed for the part of the year and drawn remuneration during the financial year 2016-17 at a rate which in aggregate was not less than Rs. 8.50 Lakhs per month: NA

v) The median remuneration of the employees of the Company during the financial year was Rs. 624,881/-

vi) In the financial year 2016-17, there was an increase of 6.37% in the median remuneration of employees.

vii) There were 86 permanent employees on the rolls of the Company as on 31 March 2017.

viii) Explanation on the Relationship between average increase in remuneration and Company performance:

As compared to the Profit of the Company (before exceptional income)for the FY 2016-17 which was decreased by 24.62%, the average increase in remuneration was 19.30%.

ix) Comparison of remuneration of the KMP against the performance of the Company:

The total remuneration of KMP was increased by 7% compared to PAT(before exceptional income) which was decreased by 24.62%.

x) Variations in the market capitalisation of the Company: The market capitalisation as on 31 March 2017 was 485 Cr. (557 Cr. as on 31 March 2016)

xi) Price Earnings ratio of the Company as at 31 March 2017 was 120.76 as against 14.02 as at 31 March 2016.

xii) Percent increase over decrease in the market quotation of the shares of the Company as compared to the rate at which the Company came out with the last public office in the year:

12 April 2010
Particulars 31 March 2017 (Date of Listing) % increase
Market Price (BSE) Rs. 329.25 Rs. 159.35 106.62
Market Price (NSE) Rs. 330.45 Rs. 159.10 107.70

xiii) A verage percentage increase made in the salaries of employees other than the KMP in the FY 2016-17 was 24% whereas the increase in the KMP remuneration for the same FY was 7%.

xiv) There are no variable component of remuneration availed by the directors.

xv) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not Applicable

xvi) It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company for its Directors, Key Managerial Personnel and other Employees.

Sd/- Sd/-
Sharad Kajaria Arvind Kajaria
(Whole-time Director) (Chairman CSR Committee )
DIN: 00108036 DIN: 00106901