intrasoft technologies ltd rights board meetings cash flow Directors report


To

The Shareholders IntraSoft Technologies Limited

We are pleased to present the Twenty Eighth Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31 March 2023.

FINANCIAL STATEMENTS & RESULTS

a. Financial Results:

The consolidated and standalone performance during the financial year ended 31 March 2023 as compared to the previous financial year is summarized below:

CONSOLIDATED FINANCIALS Amount (Rs in Lacs);
Particulars 2022-2023 2021-2022
Total Income 46,160.98 42644.38
Profit before Interest and Depreciation 2,026.04 1739.83
Less : Finance Cost 807.53 352.05
Less : Depreciation 110.32 137.55
Profit before Tax 1,108.19 1250.23
Less : Tax Expense 266.99 (32.05)
Profit for the year 841.20 1282.28

On Standalone basis, Total Income of the Company recorded at 1,087.42 Lacs in FY 2022-2023 against 1,306.04 Lacs in FY 2021-2022. EBITDA is recorded at 218.09 Lacs in FY 2022-2023 against 434.33 Lacs in FY 2021-2022. Profit before Tax for the financial year under review is recorded at 117.34 Lacs against 354.56 Lacs in FY 2021-2022. The net profit for the financial year under review is 14.05 Lacs as compared to 331.04 Lacs in the previous financial year.

b. Business (State of Company Affairs):

During the year under review, the Company and its subsidiaries reported an Operating Cash Flow of 1,412.33 Lacs, as compared to 3,331.66 Lacs in the previous financial year. Consolidated Total Income was 46,160.98 Lacs, as compared to 42,644.38 Lacs.

Our strong focus on sustainability and efficiency led us to achieve consistently, high and positive operating cash-flows over the last two years. During the year we responded well to a challenging macroeconomic environment experiencing global supply chain challenges by adding more than 100 new brands to our platform, which is a testament to the strength of our business model as well as the flexible, diversified supply chain structure we proactively built and have leveraged during this time.

Our long-term vision remains intact as we continue to make investments in our people, processes and technology to grow the business.

c. Performance of Subsidiaries, Associates and Joint Venture Companies

The Company has, as on 31 March 2023, three wholly owned subsidiaries viz. 123 Greetings.com, Inc. (USA), IntraSoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) and two step down subsidiaries viz. 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.

Apart from the information provided in the foregoing paragraph, there were no Companies which have become or ceased to be subsidiaries, associates and joint ventures during the financial year under review.

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 2023 is attached and marked as Annexure I (Form AOC-1) and forms part of this Report.

APPROPRIATIONS

a. Dividend

To conserve the resources of the Company for new future initiatives, Board of Directors of the Company have not proposed and recommended any dividend for the financial year ended 31 March 2023. Previous year, a final dividend of 1/- per equity share was paid to the shareholders aggregating to 147.31 Lacs.

There was no Interim Dividend declared by the Company during the financial year ended 31 March 2023.

Dividend Distribution Policy is not applicable to the Company.

b. Transfer to Reserves

The Board of Directors have 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 Profit and Loss account.

c. Amount and shares transferred to IEPF with details of Nodal officer

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 the Company has transferred 203 shares to Investor Education and Protection Fund Authority during the financial year 2022-2023 of the shareholders on whose shares dividend was unclaimed/ unpaid for a period of seven (7) consecutive years from the year of its declaration in financial year 2014-2015 (final) to IEPF Authoritys Account. The Company had earlier transferred 260 shares and 632 shares ( in 2 tranches) to the IEPF Authority in the financial year 2021-2022 , 2682 shares to IEPF Authority in the financial year 2020-2021,895 shares to IEPF Authority in the financial year 2019-2020, 582 equity shares to IEPF Authority in the financial year 2018-2019 and 4379 equity shares in the financial year 2017-2018.of the shareholders, on whose shares the Dividend was unpaid/ unclaimed for a period of seven (7) consecutive years for the financial year 2014-2015 (Interim) , 2013-2014, 2012-2013, 2011-12, 2010-11, 2009- 10 and also of the earlier years.

DETAILS OF THE NODAL OFFICER:

Pranvesh Tripathi

Company Secretary and Compliance Officer Email ID - pranvesh.tripathi@itlindia.com Phone No. - 022 4004-0008

During the Financial year 2022-2023, an Unpaid/ Unclaimed Dividend Account balance of 42,337 was transferred to IEPF Authority Account which was declared in the financial year 2014- 2015 (final) and remained unpaid/ unclaimed for 7 consecutive years.

FINANCIAL STATEMENTS AS PER IND-AS.

Financial Statements for the year ended 31 March 2023 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have already become applicable to the Company from the accounting period beginning on 01 April 2017.

REVISION OF FINANCIAL STATEMENTS

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Companies Act, 2013.

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 on inefficiency or inadequacy of such controls, from the Internal Auditors of the Company.

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 ARRANGEMENTS 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 Requirements) Regulations, 2015. The Policy on Related Party Transactions was reviewed and amended by the Board of Directors in their Meeting held on 14 March 2022 in terms of the amendments as SEBI LODR which is effective from 01 April 2022. The amended Policy on Related Party Transactions as approved by the Board may be accessed on the Companys website http:// www.itlindia.com/docs/Policy_on_Related_Party_Transactions.pdf

Your Directors draw attention of the members to Note no. 27 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 utilized by the recipient(s) thereof are provided in details in Note nos. 6, 8 and 26 of standalone financial statements.

SHARE CAPITAL

The Company had announced Rights Issue of Equity Shares of 50 crores to meet with the requirements of the funds, however considering the market conditions and other factors, the same will be reconsidered on improvement in the business conditions.

The Company has not issued any other 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.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel

The Shareholders of the Company passed a Special Resolution by way of Postal Ballot on 09 June 2022 and approved the appointment of Mr. Ashish Arun (DIN: 06431791) as an Independent Director of the Company for a term of five (5) years w.e.f. 14 March 2022. The Board of Directors of the Company at its Meeting held on 30 May 2022 upon recommendation of Nomination and Remuneration Committee and subject to the approval of shareholders, had 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 01 April 2023 as their tenure was expiring on 31 March 2023.

The shareholders approved the re-appointment of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole- time Director of the Company with effect from 01 April 2023, by way of Special Resolutions passed for their re-appointments in the Annual General Meeting of the Company held on 13 September 2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria, Wholetime Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief profile and the information as required under the relevant provisions of the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards SS-2 are disclosed in the notice of the ensuing Annual General Meeting and forms part of the Annual Report.

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 the independence as provided Section 149(6) of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have also confirmed that they are independent of the Management.

The Independent Directors also confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, each of the Independent Director possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

The Independent Directors have confirmed that they have registered their details in terms of Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). Online proficiency self- assessment test as contemplated under Rule 6(4) of the above- said Rules has also been passed by the concerned Independent Directors as applicable to them.

There has been no change in the circumstances which may affect their status as Independent director during the year under review. The Company has been regularly conducting Familiarization Programme for its Independent Directors and has posted its details on the website- http://www.itlindia.com/docs/Familiarisation_Programme.pdf.

c. Companys Policy on Directors appointment and remuneration

The Board of Directors as per the recommendation of the

Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial personnel and their remuneration which was further amended by the Board in their Meeting held on 30 March 2019 in terms of the Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. 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 6 (Six) times during the financial year 2022-2023 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 2023, 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 2023 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

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. During the year, the Business

Advisory Committee of the Board has been dissolved w.e.f. 07 May 2022. Detailed information on all the Committees is provided in the Corporate Governance Report along with 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 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 -https://www.itlindia.com/corporate.html. Disclosure in respect of composition of Committees, Committee Meetings held, attendance of members, Terms of reference of the Committee and other related matters are made in the Corporate Governance Report attached and forms part of this Annual Report.

POLICIES

a. Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company have pursuant to the provisions of Section 177(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 victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The Policy is available on the Companys website- http://www.itlindia.com/corporate.html 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.

c. Policies and Procedures (Mechanism)

The Board of Directors of the Company has laid down policies and procedures in case of Leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information in their Meeting held on 30 March 2019 in terms of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

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 Obligations 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, 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. The Company has no holding company.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports for the year ended 31 March 2023 are as under: -

a. Report of Statutory Auditors on Accounts for the Year ended 31 March 2023

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

b. Secretarial Audit Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates, the Company to obtain a Secretarial Audit Report in 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 2022- 2023.

Secretarial Audit Report includes an observation that the Company has not appointed an Independent Director on the Board of its Material Subsidiary, i.e. 123Stores Inc. The

Board of Directors hereby clarifies that as the 123Stores Inc. is a US subsidiary, the Board is looking for a suitable candidate to be appointed as an Independent Director of the Company and who shall be recommended to be appointed on the Board of 123Stores Inc.

Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2022- 2023 forms part of this report as Annexure IV.

c. Statutory Auditors

The members of the Company in the 25th Annual General Meeting held on 29 October 2020 appointed M/s. Singhi & Co., Chartered Accountants (Firm Registration. No 302049E) for a term of 5 years from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting. The said Auditors have given their consent to act as the Statutory Auditors of the Company up to the financial year ended 31 March 2025.

d. Cost Auditors

The Cost Audit in terms of the provisions of the Companies Act, 2013 and The Companies (Cost Records and Audit Rules), 2014 are not applicable to the Company.

e. Fraud Reporting

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

ANNUAL RETURN

The Annual Return for the year ended 31 March 2022 in Schedule-V which was filed with the Registrar of the Companies is also uploaded on the Website of the Company and the link for the same is http:// www.itlindia.com/statutory.html. The Annual return of the Company for the financial year ended 31 March 2023 is uploaded on the Website of the Company and the link for the same is http://www. itlindia.com/statutory.html.

CODE OF CONDUCT

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made by the

Company or proceedings were pending under the Insolvency and Bankruptcy Code, 2016 against the Company or any of its Subsidiaries.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not done any one time settlement with any of the Lenders/ Financial Institutions/ Banks of any loan facility provided by them, therefore disclosure under the given head is not applicable.

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 II 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, during the financial year under review, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

Further, as the provisions of the Section 135 were not applicable to the Company, there is no Annexure on Annual Report on CSR for the Financial Year 2022-2023.

The Company has always been otherwise actively donating voluntarily for the charitable purposes or out of the social obligations.

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 III.

The Managing Director and Whole Time Director of the Company

had not received any commission from the Company and also not received any remuneration or commission from its subsidiary company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year under review, in terms of Section 118(1) of the Companies Act, 2013, the Company has complied with the Secretarial Standards SS-1 and SS-2 on Board Meetings and Annual General Meeting issued by the Institute of Company Secretaries of India (ICSI).

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic means (e-mail) in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Also, 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 and the same 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 affirmed compliance. The Code is displayed on the official website of the Company at http://www.itlindia. com/investorrelations/corporate governance-Company Policies.

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 Secretaries pursuant to the said Regulation is attached with the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not made.

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
Place : Kolkata Managing Director Whole-time Director
Date : 29 May 2023 (DIN No. 00106901) (DIN No. 00108036)