To
The Shareholders IntraSoft Technologies Limited
We are pleased to present the Twenty Ninth Annual Report of IntraSoft Technologies
Limited ("the Company") together with the Audited Financial Statements of
the Company for the financial year ended 31 March 2024.
FINANCIAL STATEMENTS & RESULTS
a. Financial Results:
The consolidated and standalone performance during the financial year ended 31 March
2024 as compared to the previous financial year is summarized below:
CONSOLIDATED FINANCIALS
Amount (Tin Lacs)
Particulars |
2023-24 |
2022-23 |
Total Income |
49,284.20 |
46,160.98 |
Profit before Interest and Depreciation |
2,684.79 |
2,026.04 |
Less : Finance Cost |
1,188.24 |
807.53 |
Less : Depreciation |
97.81 |
110.32 |
Profit before Tax |
1,398.74 |
1,108.19 |
Less : Tax Expense |
418.74 |
266.99 |
Profit for the year |
980.00 |
841.20 |
On Standalone basis, Total Income of the Company recorded at T1,434.74 Lacs in FY
2023-24 against T1,087.42 Lacs in FY 2022-23. EBITDA is recorded at T631.29 Lacs in FY
202324 against T218.09 Lacs in FY 2022-23. Profit before Tax for the financial year under
review is recorded at T455.16 Lacs against T117.34 Lacs in FY 2022-23. The net profit for
the financial year under review is T284.74 Lacs as compared to T14.05 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 T1,716.17 Lacs as compared to T1,412.33 Lacs in the previous financial year.
Consolidated Total Income was T49,284.20 Lacs as compared to T46,160.98 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 and inflationary price increases, 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.
c. Performance of Subsidiaries, Associates and Joint Venture Companies:
The Company has, as on 31 March 2024, three wholly owned subsidiaries viz.
123Greetings.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 2024 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 2024. Previous year, also No Dividend was paid to the Shareholders as Company has
been focusing upon new future initiatives and conserve the resources.
There was no Interim Dividend declared by the Company during the financial year ended
31 March 2024.
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 116 shares
to Investor Education and Protection Fund Authority during the financial year 2023-24 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 2015-16 (final) to
IEPF Authority's Account. The Company had earlier transferred 203 shares to IEPF Authority
in the financial year 2022-23, 260 shares and 632 shares (in 2 tranches) to the IEPF
Authority in the financial year 2021-22, 2682 shares to IEPF Authority in the financial
year 2020-21, 895 shares to IEPF Authority in the financial year 2019-20, 582 equity
shares to IEPF Authority in the financial year 201819 and 4379 equity shares in the
financial year 2017-18 of the shareholders, on whose shares the Dividend was unpaid /
unclaimed for a period of seven (7) consecutive years for the financial year 2014-15
(Interim), 2013-14, 2012-13, 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 (#) Resigned w.e.f. 16 July 2024 Aakash Kumar Singh (*)
Company Secretary and Compliance Officer Email ID: aakash.singh@itlindia.com Phone
No. 033 4023 1234 (*) Appointed w.e.f. 17 July 2024
During the Financial year 2023-24, an Unpaid/ Unclaimed Dividend Account balance of '
77,662/- was transferred to IEPF Authority Account which was declared in the financial
year 2015-16 (final) and remained unpaid/ unclaimed for 7 consecutive years.
FINANCIAL STATEMENTS AS PER IND-AS.
Financial Statements for the year ended 31 March 2024 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 Company's 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 Company's
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 arm's 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 Company's website: http://www.itlindia.
com/docs/Policy_on_Related_Party_Transactions.pdf Your Directors draw attention of the
members to Note No. 26 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 & 25 of Standalone Financial statements.
SHARE CAPITAL
During the Year, to meet with the requirements of funds, the Board of Directors in
their Meeting held on 19 January 2024 approved a Preferential Issue of 19,30,000 Equity
Shares to 4 Allottees in Non-Promoter category amounting to '279,850,000/-. The
Shareholders in their Extra-Ordinary General Meeting also approved to issue and allot the
19.30.000 Equity Shares to 4 no of Allottees.
However, based on receipt of Subscription Money from three Allottees, the Allotment
Committee of the Board allotted 15.80.000 Equity Shares ranking pari-passu with Existing
Equity Shares of the Company @ an issue price of '145/- per share amounting to an issue
size of '229,100,000/-. The Final Listing and Trading Approval is received from the BSE
and NSE on 07 May 2024 for 15,80,000 Equity Shares as allotted to three (3) No. of
Allottees.
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:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind
Kajaria, Managing 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. Company's Policy on Director's 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 7 (Seven) times during the financial year 2023-24 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. Director's Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31 March 2024, 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 2024 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, an Allotment Committee was
formed by the Board of Directors in their Meeting held on 19 January 2024. 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 Company's 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 Company's 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 Company's businesses and define a structured approach to manage
uncertainty and to make use of these in their decision making pertaining to all business
divisions and corporate functions. Key business risks and their mitigation are considered
in the annual/strategic business plans and in periodic management reviews.
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 Company's
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 2024 are
as under: -
a. Report of Statutory Auditors on Accounts for the Year ended 31 March 2024:
The auditor's 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. Rathi and Associates, Company Secretaries had been appointed as
Secretarial Auditors to issue Secretarial Audit Report for the financial year 2023-24.
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 Rathi and Associates, Company Secretaries in Form
MR-3 for the financial year 2023-24 forms part of this report Annexure IV.
c. Statutory Auditors:
The members of the Company in the 25th Annual General Meeting held on 29 October 2020
appointed 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. However, Singhi & Co., Chartered Accountants have
resigned on 28 March 2024 vide a Letter of Intention to resign dated 28 March 2024
along-with Annexure A mentioning the reasons for the resignation, with effect from issuing
the signed Auditors' Report on the Standalone and Consolidated Financial Results /
Statements of the Company for the Year ended 31 March 2024. The Board of Directors, in
their Meeting held on 29 March 2024, on the recommendation of the Audit Committee,
appointed K.N. Gutgutia & Co., Chartered Accountants to fill the casual vacancy caused
by the resignation of Singhi & Co., Chartered Accountants, with effect from the date
of this Report, i.e.; 14 May 2024 until the conclusion of the ensuing 29th Annual General
Meeting of the Company subject to approval of the shareholders of the Company.
The Board of Directors in their Meeting held on 14 May 2024, on the recommendation of
the Audit Committee, have also proposed, for the approval of the shareholders of the
Company, the Appointment of K.N. Gutgutia & Co., Chartered Accountants to hold the
office of Statutory Auditors for full term of five (5) years from the conclusion of the
ensuing 29th Annual General Meeting of the company till the conclusion of the 34th Annual
General Meeting of the Company.
The Auditors K.N. Gutgutia & Co., Chartered Accountants are also recommended to the
shareholders for approval for appointment of a full term of five (5) years from the
conclusion of the ensuing 29th Annual General Meeting until the conclusion of 34th Annual
General Meeting of the Company.
The said Auditors have given their consent to act as the Statutory Auditors of the
Company up to the conclusion of the ensuing Annual General Meeting in casual vacancy and
as well as for full term of the five (5) years.
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 2023 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 2024 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 2023-24.
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of the Company and
its business is given in the Management's Discussion and Analysis 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.
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For and on behalf of the Board |
Place : Kolkata |
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Date : 14 May 2024 |
ARVIND KAJARIA |
SHARAD KAJARIA |
Registered Office: CIN: L24133MH1996PLC197857 |
Managing Director |
Whole-time Director |
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(DIN: 00106901) |
(DIN: 00108036) |
A-502, Prathamesh, Raghuvanshi Mills Ltd. Compound, |
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Senapati Bapat Marg, Lower Parel (W), |
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Mumbai - 400 013 |
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Tel: 022 4004 0008 Fax: 022 2490 3123 |
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E- Mail: intrasoft@itlindia.com Website: www.itlindia.com |
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