Intense Technologies Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure to present the 29th Annual Report and the Audited Accounts for the financial year ended 31st March, 2019.

1. Financial Results

The Companys financial performance, for the year ended 31st March, 2019 is summarized below:

(Rs in Lakhs)

Particulars Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Gross Revenues 5,709.12 5,334.44 5,801.82 5,504.97
Total Expenditure 4,731.58 4,534.35 4,799.74 5,197.55
Profit/(Loss) before tax 977.54 800.09 1,002.08 307.42
Tax Expense 317.40 354.21 127.44 354.61
Profit/(Loss) after tax 660.14 445.88 874.64 (47.19)
Earnings per share
Basic EPS (Face Value Rs 2/- each) 2.95 2.02 3.91 (0.21)
Diluted EPS (Face Value Rs 2/- each) 2.90 1.86 3.85 (0.20)

2. Year gone by

During the year under review, your company registered a gross revenue of Rs 5,709.12 lakhs (previous Rs 5,334.44 lakhs) and a profit before tax

Rs 977.54 lakhs (previous year Rs 800.09 lakhs) on a standalone basis. Our profit before tax for this year stands at Rs 1,002.08 lakhs on consolidated basis (previous year loss Rs 307.42 lakhs).

This year consolidated revenue stood at Rs 5,801.82 lakhs compared to Rs 5,504.97 lakhs last year with EBITDA of Rs 1,272.17 lakhs compared to EBITDA of Rs 817.87 lakhs last year. There has been a marked improvement in annuity revenues over the last fiscal due to deepening relations with our customers.

Globally, our customers are continuing to trust our solutions and are rapidly expanding the scope of our implementations to enable their services through digital channels. Worlds leading telecom service provider in UK extended our digital engagement solution to their mobile and global enterprise division. In the American region our existing customers are ready to deepen their relationship with us and explore new possibilities. While we are seeing an increasing traction for our platform from large enterprises and partner ecosystem, our suite of pre-built solutions on the platform have helped us penetrate into the banking and insurance verticals.

Our customer engagement solutions are being deployed on private cloud for ensuring enhanced customer experience across all touch points by a large private bank in India. We have added new customers in the customer experience management domain in Insurance in India. This year we have been positioned as a ‘Leader in the 2019 Aspire Leaderboard Business Automation grid, and as ‘Aspirational in the Overall Leaders grid for CCM, Communication Composition and Omni-channel orchestration.

3. Future Outlook

Our customers are dealing with the challenge of reinventing their core offerings, processes and systems to adapt to the digital age. The journey of digital future requires not just understanding of new technologies but an appreciation of existing technology landscapes, business processes and practices. Our platform helps our customers execute their journey to the digital future at a fast pace in a unified, consistent and rich way thus enabling digital channels to consume the underlying technology capabilities and services of legacy systems, and produce next generation digital customer experiences. They are able to build new enterprise solutions in swifter timelines, experiment new business process logic and build new partner ecosystems with our platform. We are going to launch innovative pricing models of our platform and the solutions built on them to reflect pay-as-you-use and SAAS models. Our service innovation of enabling enterprises to monetize subscriber information for loyalty management will lead to generation of new revenue streams both for us and our customers. We are taking steps towards focusing on some of our core IP assets like UniServe™ NXT platform and Loyalty Management system built on the platform to enable subscriber monetization. We would be scaling these business units by having strategic partnerships to expand into global markets.

4. Change in the nature of business

During the year the company has not changed its business.

5. Dividend

The Board of Directors of the Company has recommended a final dividend of 10% per equity share on face value of Rs 2/- each, for the financial year 2018-19. The dividend if approved at the Annual General Meeting (AGM) will be paid to those members whose names will appear on the Register of Members as 23.09.2019. The total dividend payout will amount to Rs 44,76,990 (excluding dividend distribution tax of Rs 9,20,281) resulting in a pay of 6.78% of the standalone profit after tax of the Company.

6. Reserves

The Company has not transferred any amount to Reserves during the financial year ended on 31st March, 2019.

7. Finance

Cash and cash equivalents as at March 31st 2019 were Rs 181.39 lakhs. The Company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

During the year under review, 2,60,888 equity shares were issued and allotted under Employee Stock Option Scheme. Consequently the issued, subscribed and paid-up share capital of the Company as on 31st March, 2019 stood at Rs 4,47,69,898/- consisting of 2,23,84,949 equity shares of Rs 2/- each. The Equity shares issued under the Intense Employee Stock Option Scheme A 2009 shall rank pari – passu with the existing equity shares of the Company.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the rules made there under and the Articles of Association of the Company, Mr. Tikam Sujan, retires by rotation and being eligible, offers himself for re-appointment.

10. Number of Meetings of the Board

During the year 9 (Nine) Board Meetings and 6 (Six) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A calendar of meetings is prepared and circulated in advance to all the Directors.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Declaration by an Independent Director(s) and re- appointment, if any

The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of independence.

The Board of Directors recommend the reappointment of Mrs. V. Sarada Devi, Mr. P. Pavan Kumar, Mr. K.S Shanker Rao and Mr. V.S. Mallick as Independent Directors of the Company for the second term of 5 (five) years w.e.f. 30th September, 2019 and they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes and Directors independence. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Directors: (Amount in Rs)
2018-19 % on Total Salaries
C.K. Shastri, Managing Director 4,160,000 1.69%
Jayant Dwarkanth, Whole Time Director 4,160,000 1.69%
C. Anisha Shastri, Whole Time Director 1,118,258 0.45%

B) Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - II

C) No director is in receipt of any commission from the company and the Managing Director/ Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Boards Report.

14. Subsidiaries, Associates and Branches

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure - III [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement]. The Company has three Wholly Owned Subsidiary Company (WOS): (1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).

(2) "Intense Technologies INC" in Miami, Florida, United States of America (USA). (3) Intense Technologies UK Limited in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK).

Singapore Branch: The Company has one Branch office located at # 10, Anson Road # 24-09, International Plaza, Singapore – 079903. Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

15. Statutory Auditors

M/s MSPR & CO., Chartered Accountants, Independent Auditors of the Company was appointed in the 28th Annual General Meeting held on 27th September, 2018 for a period of three years till the conclusion of 31st Annual General Meeting.

16. Auditors Report

The Auditors Report does not contain any qualification.

Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2018-19.

18. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, the Company has appointed Puttaparthi Jagannatham & Co., Practicing Company Secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report given by Puttaparthi Jagannatham and Co., Company Secretaries is annexed with the report. The self explanatory statement on CSR expenditure and Secretarial Audit has been mentioned at the relevant paragraphs. The Secretarial Auditors report is self-explanatory and do not call for any further comments and is enclosed as Annexure – IV

The Board has appointed M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2018-19 as per the provisions of the Companies Act, 2013 and Rules made thereof and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

19. Internal Audit Controls and their adequacy

The Company has an internal control system, commensurate with the size scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

20. Adequacy of internal financial controls with reference to the financial statements

The company has Internal Auditors and the Audit Committee constituted is in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

21. Issue of Employee Stock Options (ESOPs)

Employees Stock Option Plan as required under SEBI (Share based Employee Benefits) Regulations, 2014 the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007 and Stock Option Plan A 2009 which are in force are given in Annexure –V.

22. Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has been uploaded on the website of the Company at www. in10stech.com.

23. Risk Management And Insurance

The Company has put in place an Enterprise Risk Management Framework. Our risk management framework has been designed to identify, monitor and minimize the adverse impact of strategic, operational, financial and compliance risks faced by the organization.

We recognize that an appropriate response to business risks and opportunities is vital to achieve our business objectives, safeguard stakeholder interests and meeting legal requirements. Every quarter a detailed update on risk management is presented and deliberated upon in the meetings of the risk management committee of the board. All the properties of your Company have been adequately insured against the risk from fire and earthquake.

24. Annual Return

An extract of the Annual Return of the Company has been placed on the website of the Company and can be accessed at www.in10stech. com at the link https://in10stech.com/images/financialfireports/ Intense-Technologies-Annual-Return-2018-19.pdf under the investor information section.

25. Material changes and commitments

The company adopted Indian Accounting Standards ("Ind AS") and accordingly these financial results have been prepared in accordance with the recognition and measurement principles stated there in, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting pronouncements generally accepted in India.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No such orders were passed against the Company.

27. Deposits

During the Financial Year 2018-19, the company did not accept any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

28. Loans, guarantees or investments under Section 186

(i) Details of loans and advances, investments in subsidiary companies:

(Amount in Rs)
Particulars Loans and Advances Investments
Intense Technologies FZE - 69,555,376
Intense Technologies U.K. 1,588,715 111,159,901
Limited
Intense Technologies INC - 94,100,020
Total 1,588,715 274,815,297

Related party disclosures are given under notes to Financial Statements in this report.

The cost on investments in Equity Shares of other listed entities: The aggregate market value of these equity shares as on 31st March, 2019 is Rs 1,60,000/-

(ii) Guarantees / Securities provided

Date of providing Sl.No security/guarantee Details of recipient Amount (Rs) Purpose for which the security/guarantee is proposed to be utilized by the recipient
1 09-Jun-16 BSNL, Delhi 37,500,000 Performance Bank Guarantee
2 11-Aug-16 Millennium Telecom Ltd 1,500,000 Performance Bank Guarantee
Total 39,000,000

29. Contracts / Arrangements 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 arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. All related party transactions were placed in the meetings of Audit committee and the Board of Directors for their necessary review and approval.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 – ‘AOC-2."

30. Corporate Governance

A Report on Corporate Governance, forming part of this report, together with the Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the report as Annexure – VII

31. Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure – VI.

32. Statutory Disclosures

IntermsoftheprovisionsoftheCompaniesAct,2013andotherapplicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - II to the Directors Report. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

33. Prevention of Sexual Harassment of Women at Workplace

The Company has in place a policy on Prevention of Sexual Harassment of Women at workplace, which is available on the Company website at www.in10stech.com under investor information. The Company is in compliance with the provisions relating to the constitution of an Internal Complaints Committee under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"

This committee consists of following members:
Mrs. C. Anisha Shastri
Mrs. Padmini Ieeja
Ms. K. Tejaswi
Mr. Phaneendra Maduri

During the year under review, no complaint of harassment of woman at the workplace was received by the Committee.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given below:

A. Conservation of Energy:

The Companys core activity is information technology and services related which is not power intensive. The Company is making every effort to conserve the usage of power.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. E_orts, in brief, made towards technology absorption, adaptation and innovation: i) Continuous research to upgrade existing products and to develop new products and services. ii) To enhance its capability and customer service the company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts: i) Introduction of new and qualitative products. ii) Upgrade of existing products.

3. Future plan of action:

Intense will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings & Outgo:

The details of Foreign Exchange earnings and outgo are given below:

(Rs in Lakhs)
S.No Particulars 2018-19 2017-18
1 Foreign Exchange Earnings
FOB Value of Goods exported 1,947.75 2,596.16
2 Foreign Exchange Outgo
Travel Expenses Other expenditure 35.54 72.79
incurred - 0.77
Transferred for Singapore Branch Expenses 110.26 90.78
Transferred to Subsidiaries 445.14 97.55
Share based payments - 499.85

35. Corporate Social Responsibility (CSR)

The Company has constituted the CSR committee which has identified Education, Health, skilling, Environment, Rural Development and Disaster Relief, as the focus areas. The Corporate Social Responsibility Report also contains the report on CSR initiatives as required under Section 135 of the Companies Act, 2013 (the Act) which is annexed as Annexure I to this report. As a part of Corporate Social Responsibility (CSR), we at intense consider it our responsibility to support philanthropy, environment sustainable initiatives, ethical business practices and environment responsibility towards this end.

36. Human Resources

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

37. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, it is confirmed that the Directors have: (a) Followed applicable accounting standards in the preparation of annual accounts and there are no material departures for the same. (b) 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 as on 31st March, 2019 and of the profit of the company for the year ended on 31st March, 2019.

(c) Taken proper and sufficient care 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;

(d) Prepared the annual accounts on a going concern basis;

(e) Laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. Transfer of Amounts to Investor Education and Protection Fund Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Bombay Stock Exchange (BSE) Mumbai, and National Stock Exchange of India Limited (NSE), Mumbai. The Company confirms that it has paid Annual Listing Fees due to both the Exchanges for the year 2019-20.

40. Policies

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated all the required policies as mandated. And all the policies are available on our website (https:// in10stech.com/investors/polices)

41. Depository System

As the Members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE781A01025.

42. Acknowledgements

Your Directors convey their sincere thanks to State Bank of India, HDFC Bank Limited, Axis Bank Limited and shareholders for their continued support. Your Directors place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board
C.K. Shastri
Managing Director
DIN : 00329398
Jayant Dwarkanath
Place: Secunderabad Director
Date: 9th August, 2019 DIN : 00329597