Intellvisions Software Ltd Merged Directors Report

TO THE MEMBERS

Your Directors’ have pleasure in presenting their Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31st, 2014 compared to the previous year are summarized below:

Particulars	March 31, 2014	March 31, 2013
Revenue from Operations	29,29,74,210	30,35,48,421
Other Income	1,12,20,755	64,41,988
Total Revenue	30,41,94,965	30,99,90,409
Profit before depreciation and tax (EBDTA)	3,53,05,533	3,43,82,130
Provision for Taxes	47,45,545	43,42,747
Provision for Deferred tax	6,30,065	(4,98,002)
Fringe Benefit Taxes
Depreciation & Amortisation	1,87,48,336	2,08,83,101
Total profit available for appropriation	1,11,81,587	96,54,284
Balance Brought Forward	7,38,97,099	6,95,35,811
Total Available for Appropriation	8,50,78,686	7,91,90,095
Less: Appropriation
Transfer to Reserve	(11,18,159)	(9,65,428)
Proposed Dividend	(76,86,479)	(37,23,521)
Tax on Proposed Dividend	(12,91,011)	(6,04,048)
Balance carried over to Balance sheet	7,49,83,037	7,38,97,098

Your Company posted a total business revenue of Rs. 29,29,74,210 and the net profit of Rs. 1,11,81,587 for the financial year 2013-14 as against Rs. 30,35,48,421 and Rs. 96,54,284 respectively in the previous year. The Turnover of the company reduced marginally as compared to the previous year on account of cut throat competition coupled with increase in the overhead expenses however the Directors of the company are sure that the company will be able to show excellent results in the current year. effected as per the table given Appropriationsfromthe net profit above.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 11,18,159 to the General Reserve out of the amount available for appropriation and an amount of Rs. 7,49,83,037 is proposed to be retained in the statement of Profit and Loss.

DIVIDEND

Your Directors have recommended a dividend of 5% i.e. 0.50 paise per Equity Share for the Financial Year ended 31st March 2014 amounting to Rs. 66,74,565 (inclusive of Dividend Distribution Tax of Rs. 9,69,565). Subject to shareholders approval in the Annual General Meeting the dividend will be paid to members whose names appear in the register of members as on 22nd September, 2014 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

UNCLAIMED DIVIDEND

As at March 31, 2014, dividend amounting to Rs. 2,24,026/ – has not been claimed by shareholders of the Company. The Company has been periodically intimating the concerned shareholders to encash their dividend before it becomes due for transfer to the IEPF.

FUTURE PLANS & STRATEGY:

We are continuously raising the bar on innovation by upgrading our technologies while spreading the breadth of our applications to cover verticals like Healthcare, Government and the hospitality industry. Intellvisions also envisions expanding its geographical reach to South East Asia. The market is slowly and steadily maturing for self service solution however the price could be constraint.

The Changing Face of Retail:

Traditionally, the retail outlet whether it is the branch of a bank, a mobile store or even a Government to Citizen Centre serve as the first touch point for their customers. As more and more customers embrace online and Mobile channels, these retail outlets are challenged to stay relevant. Cost pressures and reduced transaction based revenue will cause branches to downsize and become leaner. Transactional engagements involving a teller will rapidly shift to more automation and self-service driven technologies. The Teller would now be involved in an advisory or more consultative approach, predominantly driving more sales. The Branch itself will wear a retail centric ambience with Innovative lobby designs and technologies that stimulate customer engagement with employees.

Intellvisions range of products are poised to take advantage of this huge shift in customer preferences. With an unrivalled range of touch points spanning cash and cheque automation and digital signage technologies Intellvisions also possesses indepth experience and a track record of implementing these solutions across a wide range of industry verticals including Banking ,Telecom and Government to Citizen centers .

SURVEILLANCE AND SECURITY DIVISION

The increasing number of security breaches has resulted in a higher awareness of security threats .This in turn has seen a steady demand for our security products .Intellvisions in the last one year has embarked on an ambitious program to ramp up its security offerings .We are now the official partner for a leading German brand of IP based surveillance and have successfully delivered the first installation for a very large organization .We believe that our indepth understanding of IP based technologies coupled with our field proven expertise would enable us to participate surveillance and industrial surveillance projects .

The UAE subsidiary of Intellvisions has also recently been certified by the UAE government and can provide security services within the UAE .This certification now gives us the opportunity to address the needs of a growing market in the UAE along with the credibility to execute large security projects around the GCC .

In the last one year the company embarked on a complete up-gradation of its technological stack onto a cloud based platform. Organizations are quickly realizing the value in cutting costs through monthly subscriptions to software, rather than outright purchasing it and having it become obsolete. The cloud is another movement towards making computing a service that can be adjusted based on the needs of a business

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Morale of our professionals continued to be high. The Company continued to put concerted efforts in recruiting, training/developing, and deploying the best of human resources.

Many training programs were conducted during the year to upgrade knowledge, skills and attitude of our professionals. Contribution made by critical and star performers were recognized through issue of letter of appreciations and cash awards OD intervention and exit interviews helped us to contain attrition within acceptable level.

Capacity building through leadership development programs and ‘Train the Trainer’ programs were other key focus areas during the year.

QUALITY MANAGEMENT

As the quality of product or service is highly influenced by the quality of processes to design, develop and maintain them, Intellvisions continued to deploy a well-documented quality management system. Over the years, our processes have attained maturity which is evident from the improved customer satisfaction index.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given as per Section 217 (2A) of The Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

PUBLIC DEPOSITS

Your Company did not accept public deposits during the year under review.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 had, however, used information technology extensively in its operations.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

Foreign Exchange Earnings	: Rs. 2,12,77,109
Foreign Exchange Expenditure	: Rs. 8,58,835

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS.

The Company had 2 subsidiaries as on 31st March 2014. As required under the Listing Agreement entered by the company with the Stock Exchange in large city Bombay, a consolidated financial statement of the company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of section 212(8) of The Act , the Ministry of Corporate Affairs vide its circular dated 8th February 2011 has granted general exemption from attaching the balance sheet, statement of Profit and Loss and other documents of the subsidiary companies with the balance sheet of the company. A statement containing brief financial details of the company’s subsidiaries for the financial year 31st March 2014 is included in the Annual

Report. The annual accounts of these subsidiaries and the related information will be made available to any member of the company/its subsidiaries seeking such information and are available for inspection by any member of the company/its subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, at the Registered office of the respective subsidiary companies.

Closure of Intellvisions Arabia FZC

The Company has decided to close down operations of in its subsidiary Intellvisions Arabia FZC, due no business being done through the company. The operations were closed since 27th of January 2014. The Directors are in process of liquidating the Company.

DIRECTORS

Mr. Sanjay Kohli (DIN: 00506837) was appointed as an Additional Director w. e. f. May 19,2014. The approval of members for the appointment of Mr. Sanjay Kohli, as an Independent Director, is being sought at the forthcoming AGM.

Mr. Ramakant Nayak resigned as the Director of the Company w.e.f 7th December, 2013

It is proposed to appoint Mr. Rishi Jain(DIN – 01175664), Mr. Aashish Vyas (DIN – 00929820) and Mr. Shailesh Hingarh (DIN – 00166916) as Independent Directors for a fresh period of 5 consecutive years to comply with the provision of Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Company.

Mr. Paresh Patel and Mr. Raj Menon were appointed as Wholetime Director for a further period of 3 years w. e. f. April 1, 2014. The approval of the shareholders for their appointment is being sought at the forthcoming AGM.

Mr. Ajay Sarupria (DIN: 00233245) retires by rotation at the forthcoming AGM and, being eligible, offers himself for re-appointment.

Brief details of the Directors being reappointed have been incorporated in the Notice for the ensuing Annual General Meeting pursuant to Clause 49(iv) (g) (i) of Listing Agreement.

AUDITOR’S REPORT

The Notes refereed to the Auditors Report are self explanatory and as such do not cause for any further explanation.

COST AUDITORS

Pursuant to section 233B(2) of Companies Act, 1956 and Central Government’s order 52/26/CAB/2010 M/s. Joshi Apte & Associates were appointed as the Cost Auditor of the Company for the period 2013-2014. The Cost Auditor has conducted the Cost Audit and accordingly issued Cost Audit Report for the said period.

STATUTORY AUDITORS

M/s. T.R. Chaddha & Co, Chartered Accountants, Auditors of the company hold the office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as the Statutory Auditors of the company for the financial year 2014-15 subject to the approval of the members at the ensuing AnnualGeneralMeeting..Certificatefrom the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 139 of the Companies Act, 2013 and the Rules framed thereunder.

INTERNAL AUDIT

The Company has appointed an Internal Auditor who is responsible independently and to ensure independence, the Internal Auditor directly reports to the Board of Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of The Companies Act, 1956 and based on the information provided by the management, your Directors state that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed;

ii. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficientcare has 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 frauds and other irregularities;

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the listing agreements, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance form part of this report.

MERGER WITH AURIONPRO SOLUTIONS LIMITED

Your Company has announced merger with M/s. Aurionpro Solutions Limited and the same is in process subject to the approval from all relevant authorities and shareholders.

ACKNOWLEDGEMENTS

The Company would like to acknowledge all its stakeholders, key partners for their support to the company.

The Board of Directors wish to acknowledge the continued support and cooperation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, The Registrar of Companies, Excise and Custom Authorities, Income Tax and Sales Tax Authorities, Banks and other Stakeholders.

Your Directors appreciate and value the professionalism and contributions of all the employees of the Company.

On behalf of the Board of Directors

Ajay Sarupria

Chairman

Place : Mumbai

Dated : 13th August ,2014