Intellvision Annual Report - bseindia.com · Capacity building through leadership development programmes and ‘Train the Trainer’ programmes were other key focus areas during the

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15thANNUAL REPORT 2009-2010

-: BOARD OF DIRECTORS :-

Mr. Ajay Sarupria - ChairmanMr. Rajasekharan Menon - Whole Time DirectorMr. Unnikrishnan Ramachandran - Independent DirectorMr. Aashish Vyas - Independent Director

Mr. S. Nair - Managing DirectorMr. Paresh Patel - Whole Time DirectorMr. Shailesh G. Hingarh - Independent DirectorMr. Vinod C. Kapoor - Director

REGISTERED OFFICESteel House, Plot No. 24,

303, 3rd Floor, Mahal Industrial Estate,Off. Mahakali Caves Road, Andheri (East),

Mumbai - 400 093.

AUDITORST. R. Chadha & Co.

Chartered AccountantsMumbai.

ALLAHABAD BANKChikadpally Branch, Hyderabad,

Andheri (E) Branch, Mumbai.

BANKERS

ICICI BANKAndheri (West) Branch,

Mumbai.

HDFC BANKAhura Centre,

Mahakali Caves Road,Andheri (East), Mumbai.

COMPANY LAW CONSULTANTSRajendra & Co.

Company SecretariesMumbai.

REGISTRAR AND SHARE TRANSFER AGENTSPURVA SHARE REGISTRY (INDIA) PRIVATE LIMITED9, Shiv Shakti Industrial Estate, J.R. Boricha Marg,

Lower Parel (East), Mumbai - 400 011.Tel. No. 022-23016761 / 23018261

Email : [email protected] Web : purvashare.com

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INTELLVISIONS SOFTWARE LIMITEDSuite No. 303, Steel House, Plot No. 24, Mahal Industrial Estate, Mahakali Caves Road,

Andheri (East), Mumbai - 400 093.

FINANCIAL HIGHLIGHTSPARTICULARS 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

Sales 20.61 91.96 108.55 343.68 431.00 1484.08 1455.91 1112.75 2147.16 1372.76Services 110.51 107.67 97.37 68.18 100.12 171.49 360.99 491.69 786.81 945.01

Total 131.12 199.63 205.92 411.86 531.12 1655.57 1816.89 1604.45 2933.98 2317.77

Operating Cost 114.13 178.45 189.09 378.99 512.10 1180.46 1410.53 1366.58 2510.98 2083.96

Operating Result 16.99 21.18 16.83 32.87 19.02 475.11 406.36 237.86 422.99 233.81

Depreciation 14.64 16.95 12.16 9.67 8.13 10.99 56.05 50.09 141.89 107.14

Profit before Tax 2.35 4.23 4.67 23.20 10.89 464.12 350.31 187.77 281.11 10.32

Provision For Taxation - Current Tax 0.30 0.23 0.37 1.77 3.33 161.36 98.68 61.79 97.10 17.11 - Deferred Tax (0.41) (0.85) (0.85) 0.54 0.46 15.16 (1.98) (3.66) (14.43)

Profit After Taxation 2.35 4.41 5.15 22.28 7.02 302.29 236.46 127.96 187.67 7.64

Equity Share Capital 504.18 500.43 500.43 499.93 499.93 686.83 700.00 838.60 700.00 700.00Reserves & Surplus 155.00 129.33 129.32 42.59 49.62 893.46 1873.64 2001.60 2186.24 2193.88

Debts 28.24 26.48 25.00 4.18 2.56 0.87 9.28 6.21 2.72 5.62

Fixed Assets 89.72 77.23 64.49 36.09 24.86 93.95 287.69 220.01 578.23 610.40Investments 127.25 127.25 127.25 127.66 102.25 102.25 1155.61 309.68 102.25 230.36Working Capital 395.54 414.15 437.34 383.32 425.90 1386.33 1156.15 2331.27 2219.36 2055.20

Misc. Expenditure 48.57 15.26 7.63 0.00 0.00 0.00 0.00 0.00 0.00 0.00P/L A/C - Debit Balance 26.35 25.77 20.62 0.00 0.00 0.00 0.00 0.00 0.00 0.00

KEY RATIOS

E.P.S 0.05 0.09 0.10 0.45 0.13 4.88 3.82 1.83 2.68 0.11Book Value Per Share 11.59 11.76 12.02 10.85 10.99 23.01 36.77 40.57 41.23 41.34

2000-01

(Rs. 10 Lac - Rs. 1 million)

(Rs. Lacs)

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2147.16

2000.00

2500.00

Sales Composition over a period of Nine years Product Sales

Services

20.61 91.96 108.55

343.68 431.00

1484.08 1455.91

1112.75

1372.76

110.51 107.6797.37

68.18 100.12 171.49

360.99 491.69

786.81945.01

0.00

500.00

1000.00

1500.00

2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

Rs (

La

cs

)

Financial Year

IntellvisionsTM

Automation... Limited to Your Imagination

are

Rs P

er

Sh

a

4.88

3.824

5

6

0 05 0.09 0.10 0.450 13

1.83

2.68

0 11123

0.05 0.13 0.110

2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

Financial Year

Earning Per Share over a period of Nine years

36.77 40.57 41.23 41.34

30 0035.0040.0045.00

are

11.59 11.76 12.02 10.85 10.99

23.01

0.005.00

10.0015.0020.0025.0030.00

Rs P

er S

ha

2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10

Book Value Per Share over a period of Nine years

Financial Year

3

470750500000

300000

350000

400000

450000

150000200000250000

300000

2574

5748037464 49800

24267

75025

3100512613

35529 23766 27976

31 55 500 20 600 4552 2356 1579 207 1181 350 15000

50000

100000

Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10

IntellvisionsTM

Automation... Limited to Your Imagination

PATTERN OF SHAREHOLDING AS ON MARCH 31, 2010

NRIs2.61%

FIIs25 44%

Indian Public

25.44%

Indian Public 30.271%

Indian Promoters

Private Corporate Bodies 17 91% Promoters

23.77%17.91%

INTELLVISIONS SOFTWARE LIMITED

High Low

5

25.8526.45 25.25 24.40

22.95

26.3530.30

24.00 23.40 24.55

19.2020.60

18 50 18 40 19 90 18 85

22.90 21.50 21.2019 20 16 3

25

30

35

20.45 18.50 18.4016.40

19.90 18.85 19.2016.90 16.3

5

10

15

20

0

Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10

Share Price on BSE

months

Ran

ge

Share Volume on BSEHigh Low

months

Ran

ge

4

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NOTICE

Notice is hereby given that the 15th Annual General Meeting of the members of INTELLVISIONSSOFTWARE LIMITED will be held on Monday, the 30th August 2010 at 11:00 a.m. at Room No. 108,Hotel Atithi, Opp. Hotel Orchid, Vile Parle (East), Mumbai – 400 057 to transact the following business:

ORDINARY BUSINESS

1. To consider, approve and adopt the Audited Accounts, the Balance Sheet for 31st March2010 and Profit and Loss Account for the year ended on that date and the report of theDirectors and Auditors thereon.

2. To appoint a Director in place of Mr. Aashish Vyas who retires by rotation and being eligibleoffers himself for re-appointment.

3. To appoint a Director in place of Mr. U.Ramachandran who retires by rotation and beingeligible offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration.

Place : MumbaiDate : 29th May, 2010

Registered Office:303, Steel House, Plot No. 24,Mahal Industrial Area, Off Mahakali Caves Road,Andheri (E), Mumbai - 400 093.

By Order of the BoardFor Intellvisions Software Limited

S. NairManaging Director

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Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXYNEED NOT BE A MEMBER OF THE COMPANY, A PROXY FORM TO BE EFFECTIVE MUSTBE LODGED WITH THE REGISTERED OFFICE OF THE COMPANY ATLEAST 48 HOURSBEFORE THE COMMENCEMENT OF THE MEETING.

2. Member / proxies should bring the attendance slips duly filled in for attending the meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from23rd August 2010 to 30th August 2010 both days inclusive.

4. Members seeking any information with regard to accounts are requested to write to theCompany early so as to enable the Management to keep the information ready.

5. Member who hold shares in physical form may nominate a person in respect of allshares held by them whether singly or jointly. Members who hold shares singly areadvised to avail nomination facility by filling Nomination Forms in their own interest. Blankforms will be supplied by the Company on request. Members holding shares in Dematform may contact their respective depository participants for recording of nomination.

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DIRECTORS’ REPORTTO THE MEMBERS

Your Directors are pleased to present the Fifteenth Annual Report of your Company with the AuditedAccounts for the year ended March 31, 2010.

Financial Results

FINANCIAL PERFORMANCEMarch 31, 2010 March 31, 2009

Sales & Services 23,17,76,602 29,33,97,531Other Income 17,67,831 73,98,149Profit before Depreciation and Miscellaneous expenses 1,17,45,243 4,22,99,395Provision for Taxes 17,11,002 92,68,222Provision for Deferred tax (14,43,482) (3,66,345)Fringe Benefit Taxes (101) 4,42,145Depreciation & Amortisation 1,07,13,593 1,41,88,748Total profit available for appropriation 7,64,231 1,87,66,625Balance Brought Forward 6,15,69,891 4,28,03,266Balance carried over to Balance sheet 6,23,34,122 6,15,69,891

Your Company posted a total income of Rs. 23,17,76,602/- and the net profit of Rs.7,64,231/- for thefinancial year 2009-10 as against Rs.29,33,97,531/- and Rs.1,87,66,625/- respectively in the previousyear. The total income and the net profit was comparatively less from the previous year which wasbasically on account of increased overhead expenses, coupled with cut throat competition. This hasaffected most sectors, in which your company operates, resulting lower demand for its products andconsequently lower profitability during the year under review.

The overall adverse business climate related to the field in which your company operates affected yourcompany. Your company is taking appropriate steps to rollout new products during the current year.The Directors believe that this would facilitate growth in income and profitability and improve the returnon investment for stakeholders in the long term.

Appropriations from the net profit have been effected as per the table given above.

Operating expenses increased from Rs.7,78,72,290/- in 2008-09 to Rs.9,19,31,906/- in 2009-10,alongwith the Staff expenses which has also increased from Rs.3,36,67,938/- in 2008-09 toRs.3,76,20,807/- in 2009-10, due to an increase in average staff strength from 179 to 182 and dueto increase in average salary levels.

During the year, the Company further upgraded its customer complaint resolution and monitoringsystem to facilitate higher levels of customer responsiveness.

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DIVIDENDTo conserve the resources, your Directors do not recommend any dividend for the year ended March 31, 2010.

TRAINING AND HUMAN RESOURCE MANAGEMENTAt Intellvisions, a large number of programmes conducted were built around. Upgradation ofcompetencies and skills required to manage the unprecedented change in the economic environment.

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

PROCESS IMPROVEMENTSThe business growth depends to a large extent on the robustness of the Company’s operationalprocesses and the quality of customer service. The Company has therefore been investing in variousprocess improvement and service quality initiatives over past few years.

PARTICULARS OF EMPLOYEESThere are no employees whose details are required to be given as per Section 217 (2A) of TheCompanies Act, 1956.

UNCLAIMED DIVIDENDAs at March 31, 2010, dividend amounting to Rs.1,02,929/- has not been claimed by shareholdersof the Company. The Company has been periodically intimating the concerned shareholders toencash their dividend before it becomes due for transfer to the IEPF.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGOThe provisions of Section 217(1) of the Act relating to conservation of energy and technologyabsorption do not apply to your Company. The Company has, however, used informationtechnology extensively in its operations.

FOREIGN EXCHANGE EARNINS AND OUTGOForeign Exchange Earnings : 3,22,40,528Foreign Exchange Outgo : 2,66,87,098

DIRECTORSIn accordance with the provisions of The Companies Act, 1956 and the Articles of Association ofthe Company Mr. Aashish Vyas and Mr. Unnikrishnan Ramachandran are liable to retire by rotationat the ensuing Annual General Meeting. They are eligible for re-appointment.

Necessary resolutions for the re-appointment of the aforesaid Directors have been included in thenotice convening the ensuing Annual General Meeting .

None of the Directors of the Company are disqualified from being appointed as Directors asspecified in terms of Section 274 (l)(g) of The Companies Act, 1956.

AUDITORSM/s. T.R.Chadha & Co, Chartered Accountants, Auditors of the Company hold the office until theconclusion of the ensuing Annual General Meeting and they have already informed the Companythat they are willing to continue as the Statutory Auditors of the Company for the financial year2010-11.

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The Board of Directors of the Company have decided to re-appoint M/s. T. R. Chadha & Co., asthe Statutory Auditors for the financial year 2010-2011 subject to the approval of the membersat the ensuing Annual General Meeting.

The Company has received a confirmation from M/s. T.R.Chadha & Co. to the effect that theirappointment, i f made, would be within the l imits prescribed under Section 224(lB) of theCompanies Act, 1956.

INTERNAL AUDITThe Company has appointed an Internal Auditor who are responsible independently and to ensureindependence, the Internal Auditor directly reports to the Managing Director.

DIRECTORS’ RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on theinformation 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 judgementsand estimates were made so as to give a true and fair view of the state of affairs of theCompany as at the end of March 31, 2010 and of the profit of the Company for the yearended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets 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 ONCORPORATE GOVERNANCEIn accordance with Clause 49 of the Listing Agreements, the Management Discussion and AnalysisReport and the Report of the Directors on Corporate Governance form part of this report.

ACKNOWLEDGEMENTSThe Company would like to acknowledge all its stakeholders, key partners for their support in a yearthat has undoubtedly been one of the most challenging and difficult periods, particularly for the globalsector.

The Directors appreciate the continued guidance received from various Regulatory Authorities includingRBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai,Excise Authorities, Income Tax and Sales Tax Authorities.

Your Directors value the professionalism of all the employees of the Company who have relentlesslyworked in this challenging environment and whose efforts have stood the Company in good stead.

On behalf of the Board of Directors

AJAY SARUPRIAChairman

Place : MumbaiDated : 29th May, 2010

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A. AN OVERVIEW OF THE INDUSTRY

With the explosive growth in Telecom population and banking customer’s organization are consideringnew ways of reaching out to customers. A self Service solution fulfills the promise of 24*7 service andthe ability to reach out to an audience across a vast geographical area. While financial uncertaintypersists there is a new trend that is slowly but surely emerging. Organizations are more keen toconsider and deploy self service technologies. The biggest reason for considering such technologiesis the Cost Savings associated with it. The average cost per transaction on a kiosk is juts one tenthof what they would have been if it had been handled by an employee. This coupled with theconvenience of 24*7 services and a generation tuned to helping themselves bodes well for the selfservice industry.

Since inception Intellvisions has been in the forefront of self service technologies. Over the years wehave built a formidable reputation of providing solutions to some of the largest organization in Indiaand globally. Our products have continuously evolved to handle the changing requirements of theindustry. Often creating benchmarks in the industry and this makes us increasingly confident of ourability to increase our market share.

B. BUSINESS EXCELLENCE

At Intellvisions, we are inspired by a single goal: ‘Creating Innovative Solutions for CustomerConvenience’. That’s why we’re dedicated to innovative solutions that help organizations transformtheir customer’s experience. We believe that in a competitive business landscape... customerexperience is the key differentiator between winning and losing...

Intellvisions prides itself as one of the few product design companies from India. Our capabilities toconceptualize, design and create world class self service product remains unparalled in the Industry.Our products are used by some of the Global Telecom and Banking institutions known for setting thehighest benchmarks in Customer Service.

We continuously strive to create more feature rich products while improving the reliability of our existingline of products. Intellvisions products redefine the benchmarks globally for some of our products. Ourstrength is our agility in changing the software and also work with very large installations. This yearsaw the launch of Insight - The complete Customer Analytics tool for measuring customer satisfactionlevels. Our endeavour from now on is to identify partners and resellers around the world to create aglobal demand for our products.

C. OPPORTUNITIES AND THREATS

Global Uncertainty is a matter of grave concern and downside risks will continue to persist for anotheryear. This has adversely affected our business through longer times required to close sales or acomplete budget cuts on the part of the customer. The silver lining in the cloud is the security businesswhich remains unaffected largely because of the Governments thrust on increasing surveillance inpublic locations. This coupled with our increased initiatives in International Markets should help us tidethrough these troubled times.

MANAGEMENT DISCUSSION & ANALYSIS

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D. FINANCIAL PERFORMANCE

Some of the key financial indicators of the Company are :

- Sales : Rs. 13,72,76,056/-

- Services : Rs. 9,45,00,546/-

- Cost of sales : Rs. 7,78,64,958/-

- Gross profit : Rs. 5,94,11,098/-

- Net Profit : Rs. 7,64,231/-

- Net worth : Rs. 28,93,87,913/-

Your Company posted a total income of Rs. 23,17,76,602/- and the net profit of Rs. 7,64,231/- for thefinancial year 2009-10 as against Rs. 29,33,97,531/- and 1,87,66,625/- respectively in the previous year.

E. HUMAN RELATIONS

Availability of the right kind of talent in the industry has been an issue considering the nascent natureof the industry. At the Company training and development initiatives are designed and implementedbased on the needs of the Company during the year; a large number of programmes conducted werebuilt around. Upgradation of competencies and skills were done to manage the unprecedented changein the economic environment.

Capacity building through leadership development programmes and ‘Train the Trainer’ programmeswere other key focus areas during the year, In keeping with the established traditions of the Company,we have continuously enhancing people practices to make it employee friendly, to create a congenialand high performance work culture across the Company.

F. CAUTIONARY STATEMENT

Certain statements in the “Management Discussion and Analysis” section may be forward looking andare stated as required by applicable laws and regulations. Many factors may affect the actual results,which could be different from what the Directors envisage in terms of the future performance andoutlook.

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COMPANY’S PHILOSOPHY ONCORPORATE GOVERNANCE

Corporate Governance helps to serve corporate purposes by providing a framework withinwhich stakeholders can pursue the objectives of the organization most effectively.Corporate Governance signifies acceptance by management of the inalienable rights ofshareholders as the true owners of the organization and of their own role as trustees onbehalf of the shareholders.

By combining ethical values with business acumen, globalization with national interestsand core business with emerging business, the company aims to be the most respectedglobal organization. The Company will continue to focus its resources and strategies toachieve its vision of becoming a truly global leader in Hardware Services, while upholdingthe core values of excellence, integrity, responsibility, unity and understanding which arefundamental to the Company.

The Company has a strong legacy of fair, transparent and ethical governance practices.The Company has adopted a code of conduct for its employees including the ExecutiveDirectors and the Managing Director.

Despite the strengthening of Corporate Governance mechanisms over the years, the globalmeltdown brought to the fore several instances of deficient regulatory and board oversight.With a change in tide, boards have recognized the importance of an integrated, well-moni tored r isk management system and the need to c losely l ink performance andremuneration.

CORPORATE GOVERNANCE AT INTELLVISIONS :

INTELLVISIONS is in compliance with the requirements of the guidelines on CorporateGovernance stipulated under clause 49 of the Listing Agreements with the StockExchange. In order to fulf i l l i ts responsibil i t ies, the Board of Directors has access toaccurate, relevant and timely information. INTELLVISIONS believes that accountability ofthe management to the Board and in turn accountability of the Board to shareholders leadsto long-term value creation.

INTELLVISIONS has a lways mainta ined that an in tegrated way of th ink ing is v iaresponsibility of action. Moreover, the Company strives to be a sustainable and dependablecommunity organization as sustained governance is the cornerstone in bui lding andmaintaining relationships with borrowers, depositors, agents, shareholders and otherstakeholders.

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BOARD OF DIRECTORS

Composition

The Board of Directors comprises Eight members, of which Five are non-ExecutiveDirectors, and three are Executive Directors including the Managing Director and Two WholeTime Directors. Of the Five Non-Executive Directors, Four are Independent Directors. TheIndependent Directors have confirmed that they satisfy the criteria for an IndependentDirector as stipulated in Clause 49 I (A) (iii) of the Listing Agreements.

None of the Directors of the Company are related to each other.

CODE OF CONDUCT :

The Board of Directors have laid down a Code of Conduct for all Board Members and SeniorManagement of the Company.

All Board Members and Senior Management personnel have affirmed compliance with thesaid code of conduct for the year ended 31st March 2010.

Necessary Declaration to this effect signed by the Managing Director forms a part of theAnnual Report of the Company for the year ended 31st March 2010.

Further necessary Declaration has also been furnished by all the Independent Directors ofthe Company to confirm that:

a. The Directors do not have any material pecuniary relationships or transactionswith the Company, its Promoters, its Directors, its Senior Management or itsho ld ing Company, i ts subs id ia r ies and assoc ia tes wh ich may a ffec tindependence of the Director;

b. Is not related to promoters or persons occupying management positions at theBoard level or at one level below the Board.

c. Has not been an executive of the Company in the immediately preceding threefinancial years .

d. Is not a partner or an executive or was not a partner or an executive during thepreceding three years, of any of the following :

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(i) The Statutory Audit firm or the Internal Audit firm that is associated with theCompany

and

(ii) The legal firm(s) and consulting firm(s) that have a material association withthe Company.

e. Is not a material supplier, service provider or customer or a lessor or lessee ofthe Company which may affect independence of the Director;

and

f. Is not a substantial shareholder of the Company i.e. owning 2% or more of theblock of voting shares.

The Current Composition of the Board of Directors of the company with their Directorships/Membership in committees of Public Companies (excluding Intellvision) is given below :

Name of Director No. of Directorship Membership in committees

Shri. S. NairManaging Director / Executive Director --- ---

Shri. Paresh PatelWhole Time Director / Executive Director --- ---

Shri. Ajay SarupriaChairman Non Executive Non Independent Director --- ---

Shri. Rajasekharan MenonWhole Time Director / Executive Director --- ---

Shri. Unnikrishnan RamachandranNon Executive Independent Director --- ---

Shri. Vinod Charandas KapoorNon Executive, Non Independent Director --- ---

Shri. Shailesh HingarhNon Executive, Independent Director --- ---

Shri. Aashish VyasNon Executive, Independent Director --- ---

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REMUNERATION OF DIRECTORS :

Mr. Sudharsanan Nair is the Managing Director of your Company and Mr. Paresh Patel andMr. Rajasekharan Menon are the Whole Time Directors of your Company. The details of theremuneration paid to the Managing Director and to the Whole Time Directors during the year 2009-10 areas under:

Name Break up of remuneration Amount Paid (Rs.)

Sudharsanan Nair Basic 720000

Bonus 300000

HRA 288000

LTA 50000

Medical 15000

Conveyance 72000

Professional Allowance 54960

Paresh Patel Basic 720000

Bonus 300000

HRA 288000

LTA 50000

Medical 15000

Conveyance 72000


Rajasekharan Menon Basic 720000

Bonus 300000

HRA 288000

LTA 50000

Medical 15000

Conveyance 72000


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In addition to the above, the Managing Director and the Whole Time Directors are eligible for Gratuity as perthe rules of the Company payable as per the Approved Gratuity Fund.

Perquisites (evaluated as per Income Tax Rules wherever applicable and at actual cost to the Companyotherwise). No sitting fees are paid to Mr. Sudharsanan Nair and to Mr. Paresh Patel and to Mr. RajasekharanMenon.

No stock options have been granted to any one by the Company.

The remuneration of the Managing Director and the Whole Time Directors have been approved by theshareholders at the 14th Annual General Meeting of the Company held on 29th September 2009 for the furtherperiod of five years i.e. w.e.f. 1st September 2009 subject to the approval of the shareholders of the Company.

APPOINTMENT/ REAPPOINTMENT OF DIRECTORS

At the ensuing Annual General Meeting Mr. Aashish Vyas and Mr. Unnikrishnan Ramachandran will beretiring by rotation and being eligible, offers themselves for re-appointment.

BOARD MEETINGS :

During the year under review, 4 Board Meetings were held on 24th June, 2009, 29th July, 2009, 31st October,2009 and 28th January, 2010.

The attendance of Directors at the Company’s Board Meetings, and attendance at the Company’s CommitteeMeetings and at the last Annual General Meeting is given below :

Name of Director Attendanceat the

Company’sBoard

Meetings

Attendancethe

AuditCommittee

Attendanceat the

RemunerationCommittee

Attendanceat the Share

TransferCommittee

Attendanceat the Last

Annual GeneralMeeting heldon 29.09.09

Sudharsanan Nair 4 - - - Attended

Ajay Sarupria 3 - - 8 -

Paresh Patel 4 - - - Attended

Rajasekharan Menon 4 - - - Attended

Unnikrishnan Ramachandran 4 4 3 7 Attended

Vinod Charandas Kapoor 3 - - - Attended

Shailesh Hingarh 1 1 2 8 Attended

Aashish Vyas 4 4 3 - -

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COMMITTEES OF THE BOARD :

The Committees constituted by the Board of Directors of the Company are as under :

AUDIT COMMITTEE:

The members of the Committee are Mr. Shailesh Hingarh, Mr. Unnikrishnan Ramachandran andMr. Aashish Vyas all members of the Committee are Independent Directors. Mr. Shailesh Hingarh is afinancial expert.

Consequent to the provisions of the revised Clause 49 of the Listing Agreement, the role of the AuditCommittee stands enlarged as below to cover the areas prescribed by Clause 49 (II) (D).

The Broad terms of reference of the Audit Committee are as follows:

(a) Overseeing the Company’s financial reporting process and the disclosure of its financialinformation.

(b) Recommending to the Board, the appointment, re-appointment and, if required the replacementor removal of the Statutory Auditors and the fixation of audit fees and approving payments forany other services rendered by them.

(c) Reviewing with the Management the annual financial statements before submission to the Boardfor approval with particular reference to ;

Matters required to be included in the Directors Responsibility Statement to be included in the Board’sreport.

Changes, if any in Accounting Policies and practices and reasons for the same;

- Major accounting entries involving estimates based on the exercise of judgment by Management;

- Significant adjustments made in the financial statements arising out of audit findings;

- Compliance with listing and other legal requirements relating to financial statements;

- Disclosure of any related party transactions;

- Qualifications in the draft Audit Report.

(d) Reviewing, with the Management, the quarterly financial statements before submission to theBoard for approval, with particular reference to:

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Matters required, focusing primarily on :

• Any changes in accounting policies and practices.

• Major accounting entries based on exercise of judgment by Management.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with the accounting standards.

• Compliance with Stock Exchanges and legal requirements concerning financialstatements.

• Any related party transactions i.e. transactions of the Company of material nature,with promoters or the Management, their subsidiaries or relatives etc. that may havepotential conflict with the interests of Company at large.

(e) Reviewing, with the Management, performance of Statutory and Internal Auditors, andadequacy of the internal control systems.

(f) Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit.

(g) Discussion with internal auditors of any significant findings and follow up thereon.

(h) Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems ofa material nature and reporting the matter to the Board.

(i) Discussion with Statutory Auditors before the audit commences, about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

(j) To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, shareholders (in case of non payment of declared dividends) andcreditors.

(k) To review the functioning of the Whistle Blower mechanism, in case the same isexisting.

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The Audit Committee has also been granted powers as prescribed under Clause 49 (II) (C). TheCompany has complied with the requirements of Clause 49 (II) (A) as regards composition of AuditCommittee.

Further as per the requirements of Clause 49 (II) (E), the Audit Committee shall mandatorily reviewthe following information:

1. Management discussion and analysis of financial conditions and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee),submitted by Management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shallbe subject to review by the Audit Committee.

REMUNERATION COMMITTEE:

The Remuneration Committee reviews the overall compensation structure and policies of yourcompany with a view to attract, retain and motivate employees, consider grant of stock options toemployees, reviewing compensation levels of the Company’s employees vis-a-vis other Companiesand industry in general.

Mr. Aashish Vyas, Mr. Unnikrishnan Ramachandran, and Mr. Shailesh Hingarh, are the members ofthe Committee.

All the members of the Committee are Independent Directors

INVESTOR’S GRIEVANCE (SHARE) COMMITTEE/SHARE TRANSFER COMMITTEE:

The Committee approves and monitors transfer, transmission, splitting and consolidation of sharesand allotment of shares and warrants . The Committee also monitors redressal of complaints fromshareholders relating to transfer of shares, non-receipt of Annual Reports, dividends etc.

The Committee consists of Mr. Ajay Sarupria, Mr. Unnikrishnan Ramachandran, and Mr. ShaileshHingarh .

The powers to approve shares transfers and dematerialisation requests have been delegated to theExecutive of the Company to avoid delays that may arise due to non availability of the members ofthe Committee.

All members of the Committee except Mr. Ajay Sarupria are Independent Directors.

During the year, the Company received Nil complaints from shareholders, which have been attended to.

20

DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED / NOT SOLVED AND PENDINGSHARE TRANSFERS

The total number of complaints received, and replied to the satisfaction of the shareholdersduring the financial year ended 31st March 2010 were Nil. The number of pending sharetransfers as on 31st March, 2010 were Nil and pending requests for dematerialization wereNil as on that date.

ANALYSIS OF SHAREHOLDERS’/ INVESTORS’ COMPLAINTS RECEIVED ANDREDRESSED DURING THE FINANCIAL YEAR

Nature ofcomplaint /

query

OpeningBalance

Received fromComplaintsreceived

during theyear

Purva ShareRegistry (India)Pvt. Limited /at

Company

S.E.B.I. Department ofCompany

Affairs

StockExchanges

ClosingBalance

Non receipt ofsharecertificate NIL NIL NIL NIL NIL NIL NIL

Non furnishingof information NIL NIL NIL NIL NIL NIL NIL

Notes :-

The Company would like to report there has been No complaints pending at the end of thefinancial year.

All enquiries received during the year have been attended to before 31st March 2010.

Certain rights that a shareholder in the Company enjoys :

To transfer the shares.

To receive the share certificates upon transfer within the stipulated period prescribed inthe Listing Agreement.

To receive Notice of General Meetings, Annual Report, the Balance Sheet and Profit andLoss Account and the Auditor’s Report.

To appoint proxy to attend and vote at the general meetings.

To attend and speak in person, at general meetings.

To vote at the general meeting on show of hands wherein every shareholder has onevote. In case of vote on poll, the number of votes of a shareholder is proportionate tothe number of equity shares held by him.

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To demand poll along with other shareholder(s) who collectively hold 5,000 shares or arenot less than 1/10th of the total voting power in respect of any resolution.

To requisition an Extraordinary General Meeting of any Company by shareholders whocollectively hold not less then 1/10th of the total paid-up capital of the Company.

To move amendments to resolutions proposed at meetings.

To receive dividend and other corporate benefits like rights, bonus shares etc. as andwhen declared/announced.

To inspect various Registers of the Company.

To inspect the Minute Books of General Meetings & to receive copies thereof aftercomplying with the procedure prescribed the Companies Act, 1956.

To appoint or remove Director(s) and Auditor(s) and thus participate in the managementthrough them.

To proceed against the Company by way of civil or criminal proceedings.

To apply for the winding-up of the Company.

To receive the residual proceeds upon winding up of a Company.

Kindly note that the rights mentioned above are prescribed in The Companies Act, 1956 and should befollowed only after careful reading of the relevant sections. These rights are not necessarily absolute.

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2010

Share holding ofNominal Value

No. ofShareholders

% of Total no.of Share holders

Amount(In Rs.)

% toTotal capital

Up to 5000 1673 70.74 2930280 4.17

5001 to 10000 273 11.54 2409540 3.44

10001 to 20000 186 7.86 2986820 4.27

20001 to 30000 57 2.41 1570160 2.24

30001 to 40000 32 1.35 1145560 1.64

40001 to 50000 24 1.01 1137890 1.63

50001 to 100000 47 1.99 3469330 4.96

100001 and above 73 3.09 54350420 77.64

TOTAL 2365 100.00 70000000 100.00

69,79,880 shares forming 99.71% of the share capital are in demat form.

20,120 shares forming 0.29% of share capital are in Physical form.

22

CATEGORIES OF SHAREHOLDERS

SHAREHOLDING PATTERN AS AT MARCH 31,2010

CATEGORY NO. OF SHARES % TO THE CAPITAL

A. Promoters, Directors & Relatives 16,63,900 23.77

B. Foreign Institutional Investors 17,81,033 25.44

C. Other Bodies Corporate 12,53,700 17.91

G. Banks, Mutual Funds and Financial Institutions - -

E. NRI’s 1,82,732 2.61

F. Others 21,18,635 30.27

TOTAL 70,00,000 100.00

GENERAL BODY MEETINGSAGM Financial Date Location of the Meeting Time Special resolution

passed

12th AGM 31/3/2007 28/9/2007 Sangathan Hall, Hotel Athithi,Opp Hotel Orchid,

Vile Parle (E),Mumbai - 400 057.

11.30 a.m. Three Special Resolutionswere passed for alterationof the Memorandum ofAssociation and foralteration of the Articles ofAssociation

ExtraOrdinaryGeneralMeeting

--- 14/11/2007 Sangathan Hall, Hotel Athithi,Opp Hotel Orchid,


3.00 p.m. Three Special Resolutionswere passed under FEMA(Transfer of Issue ofSecur i ty by a personresiding outside India)Regulation 2000 and foralteration of the Articles ofAssociation and for issueof Equity Share Warrantson preferential basis asper SEBI (DIP) Guidelines2000.

CourtConvenedMeeting

--- 30/08/2008 303, Steel House, 24, Mahal Indl.Est., Off. Mahakali Caves Road,Andheri (East), Mumbai-400093.

3.30 p.m. ---

13th AGM 31/03/2008 29/09/2008 108, Conference Room,Hotel Athithi, Opp Hotel Orchid,Vile Parle (E), Mumbai-400 057.

11.30 a.m. ---

14th AGM 31/03/2009 29/09/2009 Sangathan Hall, Hotel Athithi,Opp Hotel Orchid,


11.00 a.m. ---

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CODE FOR PREVENTION OF INSIDER TRADING:The Company has adopted a share dealing code for the prevention of insider trading in theshares of the Company . The share dealing code, inter alia, prohibits purchase / sale of sharesof the Company by employees while in possession of unpublished price sensitive information inrelation to the Company..

FINANCIAL CALENDAR :Financial Year April 1, 2009 to March 31,2010 as well as upto the date of the AGM

Board Meeting for consideration of accounts : 29th May 2010And for recommendation of DividendPosting of Annual Report : 7th August 2010Book Closure dates : 23rd August 2010 to 30th August 2010Last date of Receipt of proxy forms : 28th August 2010 upto 11:00 a.m.Date, Time and Venue of 15th AGM : Monday, the 30th August 2010

at 11:00 a.m. at Room No.108,Hotel Athithi, Opp. Hotel Orchid,Vile Parle (East), Mumbai – 400 057.

Financial reporting for the quarter ending June 30, 2009 : By July 2009Financial reporting for the quarter ending September 30, 2009 : By October 2009Financial reporting for the quarter ending December 31, 2009 : By January 2010.Financial reporting for the year ending March 31, 2010 : By 29th May 2010.

DISCLOSURES:

I) The Company has not entered into any materially significant transaction during the year, whichcould have a potential conflict of interest between the Company and its Promoters, Directors,Management and/ or their relatives, etc. other than the transactions entered into in the normalcourse of business. Details of related party transaction entered into in the normal course ofbusiness are given in Notes to Accounts.

II) No Penalties or Strictures were imposed on the Company by any of the Stock Exchanges, SEBIor any Statutory Authority, on any matter relating to capital markets, during the last three years.

COMPLIANCE WITH MANDATORY REQUIREMENTS:The Company has complied with the mandatory requirements of the Code of Corporate Governanceas stipulated under clause 49 of the Listing Agreement with the Stock Exchanges.

The Statutory Auditors have certified that the Company has complied with the mandatory requirementsas stipulated under clause 49 of the Listing agreements the said certificate is annexed to theDirector’s Report and will be forwarded to the Stock Exchange, and to The Registrar of Companies,Maharashtra, Mumbai along with the Annual Report.

COMPLIANCE WITH NON-MANDATORY REQUIREMENTS:The Company has adopted the non mandatory requirements as regards the provisions relating to theRemuneration Committee. The quarterly financial results are extensively published in leading financialnewspapers . The Company affirms that no employee has been denied access to the Audit Committee.As regards the non mandatory requirements the Board has taken cognisance of the same and mayconsider adopting them as and when deemed appropriate.

24

LISTING ON STOCK EXCHANGES:In order to impart liquidity and convenience for trading, the Equity Shares of the Company is listed atthe following Stock Exchange. The annual fees for 2009-2010 have been paid to all the StockExchanges where the shares are listed.

Sr. No. Name & address of the Stock Exchange Stock Code

1. Bombay Stock Exchange Limited 31777Phiroze Jeejeebhoy Towers,Dalal Street, Fort,Mumbai 400 023

Names of Depositories in India for dematerialisation of Equity Shares (ISIN NO. INE 600 CO 1015):

• National Securities Depository Limited (NSDL)

• Central Depositories Services (India) Limited (CDSL)

REGISTRARS AND TRANSFER AGENTS

The Company has appointed M/S. Purva Share Registry (India) Pvt. Ltd., at Mumbai – as Registrarsfor physical and for Demat segment.

Registrar and Share Transfer Agents : Purva Share Registry (India) Pvt. Ltd.,33 Printing Huye, 28 D, Police Court LaneBehind Old Handloom House,Fort, Mumbai 400004.

COMPLIANCE OFFICER

Mr. Rajan Kapoor, the Chief Financial officer is the Compliance Officer of the Company.

DEMATERIALISATION OF SHARES AND LIQUIDITY :

About 69,79,880 shares have been dematerialized as on 31.03.2010.

SHARE TRANSFER PROCESS:

The Company’s shares which are in demat form are transferable through the depository system.Shares in physical form are processed by the Registrars and Share Transfer Agents, Purva ShareRegistry (India) Pvt. Ltd., and approved by the Investor Grievance (Share) Committee of the Companyor authorized officials of the Company. The share transfers are processed within a period of 12 daysfrom the date of receipt of the transfer documents by Purva Share Registry (India) Pvt. Limited.

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INVESTOR HELP DESK:

Share transfer, transmissions and all other investor related activities are attended to and processedat the office of our Registrars and Transfer Agents.

For lodgment of transfer deeds and any other documents or for any grievances / complaints, kindlycontact at the following address:

Mr. Vinayak KarandeRegistrar and Share Transfer Agents : Purva Share Registry (India) Pvt. Ltd.,

33 Printing House, 28 D, Police Court LaneBehind Old Handloom House,Fort, Mumbai 400004.Phone No : 23016761/8261

COMPLIANCE CERTIFICATE OF THE AUDITORS:

The Statutory Auditors have certified that the Company has complied with the conditions of CorporateGovernance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange and the sameis annexed to the Annual Report.

MEANS OF COMMUNICATION

Half yearly report sent to each householdof shareholdersQuarterly result

Any website, where displayed whether italso displays official news releases; andthe presentation made to InstitutionalInvestors or to the analysis newspapersin which results are normally publishedinManagement Discussion & analysis

No, as the results of the Company is published in thenewspapers.The Company has Published its Quarterly Results in Navshaktiin Mumbai (Marathi) & Free Press Journal in Mumbai (English)

No

This forms part of the Annual Report, which is posted to theshareholders of the Company

26

STOCK MARKET DATA

The High / Low of the shares of the Company from April, 2009 to March, 2010 is given below :

The Monthly high and low quotation of shares traded on BSE

Month Highest(Rs.)

Lowest(Rs.)

April’09 25.85 20.45

May’09 26.45 18.50June’09 25.25 18.40July’09 24.40 16.40August’09 22.95 19.90September’09 26.35 18.85October’09 30.30 22.90

November’09 24.00 21.50December’09 23.40 21.20January’10 24.55 19.20February’10 19.20 16.90March’10 20.60 16.35

DECLARATION OF THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTINGAGREEMENT REGARDING ADHERENCE TO THE CODE OF CONDUCT

In accordance with the sub clause I (D) of Clause 49 of The Listing Agreement with the Stock Exchange,I hereby confirm that all the Directors and the Senior Management Personnel of the Companyhave affirmed compliance with their respective Codes of Conduct, as applicable to them, for thefinancial year ended March 31st, 2010.

For Intellvisions Software Limited

S. NairChief Executive Officerand Managing Director


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AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THECONDITIONS OF CORPORATE GOVERNANCE UNDER

CLAUSE 49 OF THE LISTING AGREEMENT

To the members ofIntellvisions Software Limited.

We have examined the Compliance of conditions of Corporate Governance by IntellvisionsSoftware Limited (“The Company”) for the year ended 31st March 2010, as stipulated in Clause49 of the Listing Agreement of the Company with the stock exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the Management.Our examination was limited to procedures and implementation thereof, adopted by the Company,for ensuring the Compliance of the conditions of the Corporate Governance. It is neither an auditnor an expression of opinion on the financial statements of the Company.

In our opinion and the best of our information and according to the explanation given to us, wecertify that the Company has complied with the conditions of Corporate Governance as stipulatedin the above-mentioned Listing Agreement.

We state that no investor grievance are pending for a period exceeding one month except wheredisputed or sub-judice, as per the records maintained by the Shareholders’ / Investors’ GrievanceCommittee.

We further state that such compliance is neither an assurance as to the future viability of theCompany for the efficiency or effectiveness with which the management has conducted the affairsof the Company.

For T. R. Chadha & Co.Chartered Accountants,Firm Registration No. 006711N

Kashyap VaidyaPartnerMembership No. 037623

Place: MumbaiDate: 29th May, 2010

28

AUDITORS’ REPORTTo The Members of Intellvisions Software Limited

1. We have audited the attached Balance Sheet of Intellvisions Software Limited as at 31st March, 2010 and alsothe Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in termsof sub-section (4A) of the Section 227 of the Companies Ac,1956, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

4. Further to our comments in the Annexure referred to above, we report that :4.1 We have obtained all the information and explanations, which to the best of our knowledge and belief were

necessary for the purposes of our audit.

4.2 In our opinion, proper books of account as required by law have been kept by the Company so far asappears from our examination of those books.

4.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statements dealt with by this report are inagreement with the books of account.

4.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reporthave been prepared in compliance with the applicable Accounting Standards referred to in sub-section (3C)of Section 211 of the Companies Act, 1956.

4.5 On the basis of written representations received from the Directors, as on 31st March, 2010 and taken onrecord by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2010from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the CompaniesAct 1956;

4.6 In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts read together with the Notes on Accounts as per Schedule 19, and subject to Note No.1 as regardsnot marking down the investments due to permanent diminution in value as required by Accounting Standard13 (AS13) – “Accounting for Investments” give the information required by the Companies Act, 1956, in themanner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;(ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and(iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

For T.R.Chadha & Co.Chartered AccountantsFirm Registration No. 006711N

Place: MumbaiDate : 29th May, 2010


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I. Fixed Assets

a) The Company has maintained proper records to show full particulars including quantitative detailsand situtation of its fixed assets, however same is under updation.

b) The fixed assets are verified once in three years, which in our opinion is reasonable. Materialdeficiency in record were noted on such verification is under updation.

c) The assets discarded / sold during the year are not substantial and are not affecting the operationsof the Company as a going concern.

II. Inventoriesa) The inventory (except inventory in transit, the subsequent confirmation of which has been obtained)

has been physically verified by the management during the year. In our opinion, the frequency ofverification is reasonable.

b) The procedures of physical verification of inventories followed by the Company is reasonable andadequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The deficiency noticed on verificationbetween the physical stocks and records were not material in relation to the operation of the companyand the same have been properly dealt with in the books of account.

III. Loans given / takenAs informed to us, the company has neither granted nor taken any Loans, secured or unsecured to /from companies, firms or other parties covered in the register maintained under Section 301 of theCompanies Act, 1956. Accordingly, clauses 3 (b) to 3 (g) of Para 4 of the Companies (Auditor’s Report)Order are not applicable to the Company.

IV. Internal ControlIn our opinion, there is an adequate internal control system commensurate with the size of the Companyand nature of its business for the purchase of inventory, fixed assets and for the sale of goods andservices During the course of our audit, we have neither observed nor have been informed of anycontinuing failure to correct major weakness in internal control system.

V. Transactions under Section 301According to the information and explanation given to us, there are no contracts or arrangementsentered during the year which needs to be entered in the register required to be maintained underSection 301 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS’ REPORTFOR THE YEAR ENDED 31ST MARCH, 2010

INTELLVISIONS SOFTWARE LIMITED(Referred to in Paragraph 3 of our Report of even date)

30

VI. Public DepositThe Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

VII. Internal Audit SystemIn our opinion, the Company’s internal audit system is not generally commensurate with the sizeand nature of its business as internal audit has not been carried out during the previous year.

VIII. Cost RecordsAs explained to us, the maintenance of cost records has not been prescribed by the CentralGovernment under clause (d) of sub section (1) of Section 209 of the Companies Act, 1956, for anyof its products.

IX. Statutory Duesa) The Company has been regular in depositing its undisputed statutory dues including Provident

Fund, Investors Education and Protection Fund, Value Added Tax, Wealth Tax, Service Tax,Customs Duty, Excise Duty, Cess and any other statutory dues as applicable with the appropriateauthorities during the year. We have been informed that the employees of the Company is notcovered under Employees’ State Insurance Scheme. According to the information andexplainations given to us, no undisputed amounts payable in respect of Provident Fund, InvestorsEducation and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, CustomsDuty, Excise Duty, Cess and any other statutory dues were in arrears as at 31.03.2010 for aperiod of more than six months from the date they became payable.

b) The details of dues of Bank guarantee / Excise Duty not deposited on account of disputealongwith the amounts involved and the forum where dispute is pending is given as under:

X. The Company has not incurred any cash losses during the financial year and in the immediatelypreceding financial year, nor does it have any accumulated losses.

XI. In our opinion and according to the information and explanations given to us, the Company hasnot defaulted in repayment of dues to Financial Institutions or Banks.

XII. The Company has not granted any loans and advances on the basis of any security by way ofpledge of shares, debentures and other securities.

XIII. As explained, the Company is not a chit fund or a nidhi / mutual benefit fund / society.Accordingly, the provisions of clauses 13 (a) to (d) of Para 4 of the Companies (Auditor’s Report)Order are not applicable to the Company.

Nature AmountRs. in Lacs Forum at which pending

Bank Guarantee 141.04 ——-Excise Duty 228.83 CESTAT

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XIV. As explained and verified, the Company is not engaged in dealing or trading in shares, securities,debentures and other investments.

XV. As explained and verified, the Company has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions.

XVI. The Company has not obtained any term loan during the year. Accordingly, the provisions ofclauses 16 of Para 4 of the Companies (Auditor ’s Report) Order are not applicable to theCompany.

XVII. According to the information and explanations given to us and on overall examination of theBalance Sheet of the Company, we report that no funds raised on short term basis have beenused for long term investment.

XVIII. According to the information and explanations given to us and verified by us, the Company has notmade any preferential allotment of shares during the year to parties and companies covered in theRegister maintained under section 301 of Companies Act, 1956.

XIX. According to the information and explanations given to us the Company has not issued any Debenturesduring the year.

XX. According to the information and explanations given to us the Company has not raised any money fromthe public during the year through public issue.

XXI. According to the information and explanations given to us, no fraud on or by the Company has beennoticed or reported during the year.


For T.R.Chadha & Co.Chartered AccountantsFirm Registration No. 006711N

Place: MumbaiDate : 29th May, 2010

32

INTELLVISIONS SOFTWARE LIMITEDBALANCE SHEET AS AT 31st MARCH, 2010

PARTICULARS SCHEDULE As at 31-Mar-10Amt. (Rs.)

As at 31-Mar-09Amt. (Rs.)

I. SOURCES OF FUNDS

1. Share Holders’ Fundsa) Equity Share Capital 1 70,000,000 70,000,000b) Reserves & Surplus 2 219,387,913 218,623,682

2. Loan FundsSecured Loans 3 562,440 271,925

3. Deferred Tax Liabilities 4 - 1,088,751

Total 289,950,353 289,984,358

II. APPLICATION OF FUNDS

1. Fixed Assets 5Original Cost 107,796,222 87,623,244Less : Accumulated depreciation 46,756,612 29,800,034

Net Block 61,039,610 57,823,210

2. Investments 6 23,035,743 10,225,020

3. Deferred Tax Assets 7 354,731 -

4. Current Assets, Loans & Advancesa) Inventory 8 60,906,593 43,040,648b) Sundry Debtors 9 99,756,414 125,498,685c) Cash & Bank Balances 10 39,403,164 54,827,698d) Loans, Advances & Other Current Assets 11 71,525,362 71,155,346

271,591,533 294,522,378Less: Current Liabilities & Provisions 12 66,071,264 72,586,250

Net Current Assets 205,520,269 221,936,128

Total 289,950,353 289,984,358

Significant Accounting Policies & Notes to Accounts 19

As Per Our Report of even date

For T. R. Chadha & Co.Chartered AccountantsFirm Registration No. 006711N



For and on behalf of the Board


Paresh PatelDirector

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INTELLVISIONS SOFTWARE LIMITEDPROFIT & LOSS ACCOUNT FOR THE YEAR 31st MARCH, 2010

PARTICULARS SCHEDULE As at 31-Mar-10Amt. (Rs.)


As Per Our Report of even dateFor T. R. Chadha & Co.Chartered AccountantsFirm Registration No. 006711N

Kashyap VaidyaPartnerMembership No. 037623Place : MumbaiDate : 29th May, 2010




I. INCOME1. Sales 140,749,102 227,938,182

Less : Excise Duty (3,473,046) (13,221,900)

Net Sales 137,276,056 214,716,282

Lease Rent 12,403,316 4,234,644

Services 82,097,230 74,446,605

2. Other Income (Net) 13 1,767,831 7,398,149

Total Income (I) 233,544,433 300,795,680

II. EXPENDITURE

1. Material Cost 14 77,864,958 138,745,6942. Personnel Costs 15 37,620,807 33,667,9382. Operating & Administration Expenses 16 91,931,906 77,872,2903. Selling & Marketing Expenses 17 2,336,678 1,408,6804. Interest & Finance Charges 18 6,121 80,3565. Depreciation 5 10,713,593 7,280,5436. Pre-opearative Exp W.off 403,168 1,612,671

Total Expenditure (II) 220,877,232 260,668,172

Net Profit before tax & Extra Ordinary Items ( I - II ) 12,667,201 40,127,508

Less : Extra Ordinary Expenses / (Income) 11,635,552 12,016,861

Net Profit before tax 1,031,650 28,110,647

Provision for TaxationIncome Tax 1,711,002 9,268,222Fringe benefit Tax (101) 442,145Deferred Tax (1,443,482) (366,345)

Net Profit after Tax 764,231 18,766,625

Balance in Profit & Loss Account 764,231 18,766,625Balance Brought Forward 61,569,891 42,803,266Balance Carried Forward 62,334,122 61,569,891

Basic E.P.S. 0.11 2.68Diluted E.P.S. 0.11 2.68

34

INTELLVISIONS SOFTWARE LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010

PARTICULARS As at 31-Mar-10Amt. (Rs.)


A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit / (Loss) 764,231 18,766,625Adjustments for

Depreciation 10,713,593 14,188,748Non operating Expenditure / (Income) (1,223,330) (1,340,860)

Operating Profits/Losses Before Working Capital Changes 10,254,494 31,614,513

Adjustments for

Trade an Other receivables 25,372,255 (36,360,946)Inventories (17,865,945) 10,136,368Trade Payables and Other Liabilities (6,514,986) 16,431,296

991,324 (9,793,282)

Net Cash from / (used in) Operating Activities 11,245,818 21,821,232

B. CASH FLOW FORM INVESTING ACTIVITIES

Purchase of Fixed Assets (21,541,118) (50,498,748)Sale of Fixed Assets 488,889 624,418Other Investments / Mutual Fund (12,810,723) 20,743,160Dividend Income - 614,812

Net Cash used in Investing Activities (33,862,952) (28,516,359)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Borrowings 290,515 (349,066)Proceeds from issue of Shares including premium - (13,860,000)Interest and Finance Charges (6,121) (80,356)

Net Cash received in Financing Activities 284,394 (14,289,422)

Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (22,332,740) (20,984,549)Cash and Cash Equivalents as on 01.04.2009 (Opening Balance) 54,827,698 75,812,247Cash and Cash Equivalents as on 31.03.2010 (Closing Balance) 32,494,958 54,827,698

As Per Our Report of even date







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INTELLVISIONS SOFTWARE LIMITEDSCHEDULES TO THE BALANCE SHEET AS AT 31ST MARCH 2010



SCHEDULE - 1. SHARE CAPITALAuthorised Share Capital:4,00,00,000 Equity Sharesof Rs 10/- Each 400,000,000 400,000,000

Issued, Subscribed and Paid up Capital:70,00,000 Equity Shares of Rs. 10/- Each, fully paid. 70,000,000 70,000,000

Total 70,000,000 70,000,000

SCHEDULE - 2. RESERVES & SURPLUS

I. Capital ReserveOpening Balance 4,643,266 4,643,266Closing Balance (a) 4,643,266 4,643,266

II. Share Premium AccountOpening Balance 142,713,759 142,713,759

Closing Balance (b) 142,713,759 142,713,759

III. General ReserveOpening Balance 9,696,766 10,000,000Less : Adjustment for Transitional obligation on account - (303,234)

of AS 15 (Employee Benefits)

Closing Balance (c) 9,696,766 9,696,766

IV. Balance in Profit & Loss Account (d) 62,334,122 61,569,891

Total (a + b + c + d) 219,387,913 218,623,682SCHEDULE - 3. SECURED LOANS

Other Secured loan Refer NoteHDFC Bank Ltd 562,440 -ICICI Bank Ltd - 271,925Total 562,440 271,925

Note: The Comapany has taken loan from HDFC bank forCar and it is repayable in three years. Loan amount paidduring the year is Rs. 0.37 Lac (P.Y. NIL).

SCHEDULE - 4. DEFERRED TAX LIABILITYDeferred Tax Liability - 1,088,751

Total - 1,088,751

36

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SCHEDULE - 6 - INVESTMENTSInvestment in Share, Debenture or Bonds (at fafce value)

Quoted InvestmentHDFC Cash Management Fund - TreasuryAdvantage Plan-Retaill-Grrowth 10,074,736 -(506,680.589 units of Rs.19.9883 eachvalue at cost. Market Value is Rs. 10,127,683.62)

Unquoted InvestmentIndiandynamics Com Pvt Ltd 425,000 425,000U V Infotech Ltd 9,800,020 9,800,020( 119022 fully paid up equity shares of Rs.100each paid up valued at cost) Refer Note no : 19(B)(I)

OthersGratuity Fund Investment 1,502,592 -Leave Encashment Investment 733,935 -Intellvisions Software FZE 499,460 -

Total 23,035,743 10,225,020

SCHEDULE - 7. DEFERRED TAX ASSETSDeferred Tax Assets 354,731 -

Total 354,731 -

SCHEDULE - 8 - INVENTORYRaw Material 60,906,593 43,040,648

Total 60,906,593 43,040,648

SCHEDULE - 9 - SUNDRY DEBTORSMore than six months -

Considered Good 20,857,071 32,685,368Considered Doubtful 950,133 -

Other -Considered Good 78,899,342 92,813,317Considered Doubtful - -

Sub Total 100,706,547 125,498,685Less : Provision for Doubtful Debts (950,133) -

Total 99,756,414 125,498,685SCHEDULE - 10 - CASH & BANK BALANCESCash on Hand 242,965 1,245,575With Scheduled Banks in Current Account 12,081,900 22,713,043 Fixed Deposit Account 27,078,300 30,869,080 (Out of above Rs.50 Lac is plaged to Allahabad Bank)Total 39,403,164 54,827,698

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SCHEDULE - 11 - LOANS AND ADVANCES &OTHER CURRENT ASSETS

Deposits 12,278,497 11,469,936Prepaid Expenses 2,143,087 1,431,720Advance against order 3,595,121 5,491,487Unbilled Revenue 3,992,532 4,013,193Loans & Advance to Staff 116,893 243,882Tanzeem Printers Pvt. Ltd. 1,746,250 1,626,250Advance Tax & TDS A.Y. 2010-11 4,887,903 -Advance Tax & TDS A.Y. 2009-10 13,170,481 11,453,962Advance Tax & TDS A.Y. 2008-09 5,530,921 5,670,876Advance Tax & TDS A.Y. 2007-08 9,693,063 9,693,063Fringe Benefit Tax paid A.Y. 2009-10 527,764 527,764Fringe Benefit Tax paid A.Y. 2008-09 519,946 519,946Fringe Benefit Tax paid A.Y. 2007-08 351,057 351,057Service Tax Credit Receivable - 320,637Sales Tax Refund Receivable 483,477 537,863Excise cenvat credit receivable 328,380 513,205Development Cost - Trinetra Project - 493,643Development Cost - Hand Held Terminal 1,409,670 1,409,670Development Expenses - 650,263Pre - Operative Expenses - 403,168Other Current Assets 10,750,319 14,333,759

Total 71,525,362 71,155,346

SCHEDULE - 12 - CURRENT LIABILITIES & PROVISIONSCreditors for Goods 16,023,419 20,855,221Creditors for Expenses 4,111,541 6,686,462Provisions for Income Tax A.Y. 2010-11 1,828,397 -Provisions for Income Tax A.Y. 2009-10 9,228,742 9,445,881Provisions for Income Tax A.Y. 2008-09 5,436,212 5,659,429Provisions for Income Tax A.Y. 2007-08 9,524,465 9,524,465Provisions for FBT Tax A.Y. 2009-10 460,654 460,755Provisions for FBT Tax A.Y. 2008-09 519,946 519,946Provisions for FBT Tax A.Y. 2007-08 326,191 326,191Advances Received from Customers 10,121,938 15,804,982Sales Tax Payable 1,462,683 -WCT Payable - 116,122Service Tax Payable 990,636 -Tds Payable 1,316,594 906,760Interest not due on Hire Purchase Sales 1,850,192 -Gratuity Fund 1,907,735 773,900Leave Encashment Fund 961,919 1,506,134

Total 66,071,264 72,586,250

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SCHEDULE - 13 - OTHER INCOMES

Interest Income 2,968,913 1,706,942Other Income 111,407 1,168,438Short Term Capital Gain on Mutual Fund - 9,601Exchange Gain / (Loss) (2,213,939) 4,376,343Misc Balance W/o 901,450 -Profit on Sale of Fixed Assets - 136,825

Total 1,767,831 7,398,149

SCHEDULE - 14 - MATERIAL COST

Opening Stock 43,040,648 53,177,016Purchases 91,340,847 122,290,748Labour Charges 3,755,743 5,965,002Excise Duty Expenses 634,314 353,577

Less : Closing Stock of Raw Materials (60,906,593) (43,040,648)

Total 77,864,958 138,745,694

SCHEDULE - 15 - PERSONNEL COSTS

Salary, Bonus & Allowances 35,121,517 30,099,559Contribution to Provident Fund 712,845 672,017Staff Welfare 1,757,686 2,378,093Gratuity & Leave Encashment costs 28,759 518,269

Total 37,620,807 33,667,938

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PARTICULARS

SCHEDULE - 16 - OPERATING & ADMINISTRATIVE EXPENSESDirector’s Remuneration 4,832,880 3,712,400Printing & Stationery 1,080,613 1,865,408Rent 10,372,785 8,370,496Hiring & Leasing Chagres 8,825,572 3,770,176Office Expenses 953,118 1,022,840Postage & Courier Charges 1,009,442 454,747Auditors’ Remuneration 250,000 50,050Travelling & Conveyance 13,856,772 10,738,744Communication expenses 3,375,312 3,048,529Electricity Charges 2,106,630 2,662,728Trasportation, Octroi & Installation charges 8,469,659 11,060,552Insurance Charges 899,276 863,923Membership & Subscription 36,077 28,350Rates & Taxes 136,278 218,786Repairs & Maintenance 265,558 196,836Care Taker Charges 3,148,124 3,603,189Outsource Service Charges 26,958,137 18,867,121Bank Charges & Commission 144,031 98,745Professional Fees 2,806,208 3,580,963Legal & filling Fees 987,799 819,126Commission & Brokerage Expenses 172,766 187,871Bad Debts / Balance woff - 2,390,847Provision for Doubtful Debts 950,133 -Loss on sale of Fixed Assets 214,031 -Discount 80,705 259,864

Total 91,931,906 77,872,290

SCHEDULE - 17 - SELLING & MARKETING EXPENSES

Advertisement Expenses 2,255,366 397,555Exhibition Expenses - 891,803Sales Promotion Expenses 81,312 119,322

Total 2,336,678 1,408,680

SCHEDULE - 18 - INTEREST & CHARGES

Car Finance Charges 4,951 20,102Interest Charges 1,170 60,254

Total 6,121 80,356



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Schedule – 19. Notes forming part of the Accounts:

A. SIGNIFICANT ACCOUNTING POLICIES :

1. SYSTEM OF ACCOUNTING: The financial statements are prepared under the historical costconvention on an accrual basis of accounting and are in accordance with generally acceptedaccounting principles and mandatory accounting standards.

2. REVENUE RECOGNITION : Revenue (income) is recognized when no significant uncertainty asto its determination or realization exists. Revenue on maintenance contracts is recognized over theterm of maintenance. Direct and incremental contract origination and set up costs incurred inconnection with support / maintenance service arrangements are charged to expenses as incurred.

‘Unbilled Revenue’ included in other Current Assets represents costs and earnings in excess ofbillings as at the Balance Sheet date.

Dividend income is recognized when the company’s right to receive dividend is established. Interestincome is recognized on the time proportion basis.

Interest element in hire-purchase installment is recognized as revenue, in proportion to Principalportion outstanding at internal return.

3. FIXED ASSETS :

a) Fixed Assets are stated at cost of acquisition less accumulated Depreciation. Cost comprisesthe purchase price net of Value Added Tax (VAT)) and Excise Credit to the extent refundableand any cost attributable to bringing the asset to its working condition for its intended use.

b) On the sale of fixed assets profit/loss if any, is credited/debited respectively to Profit and LossAccount.

4. DEPRECIATION AND AMORTIZATION:

a) Depreciation on Fixed Assets is provided on Written Down Value method at the rates basedon the estimated useful life of the asset, which is in accordance with the rates specified inSchedule XIV of the Companies Act, 1956.

On Machines provided on lease basis depreciation is provided on SLM basis over a period ofthree years from the date of installations.

b) Software and Intangible Assets are amortized on SLM basis over a period of five years.

c) Depreciation on fixed assets added during the year is provided on pro rata basis.

d) No Depreciation is provided on assets disposed off during the year.

a) DEVELOPMENT COST – Trinetra Project / Hand Terminal Project has been capitalized to be writtenoff over their useful life from their commercial commencement.

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5. FOREIGN EXCHANGE TRANSACTIONS:

a) Transactions in Foreign Currency are recorded at the original rates of exchange inforce at the time the transactions are effected. At the year end, monetary itemsdenominated in foreign currency and the relevant forward exchange contracts arereported using closing rates of exchange. Exchange differences arising thereon and onrealization / payment of foreign exchange are accounted, in the relevant year, asincome or expense.

b) Dubai office transactions are accounted at the exchange rate prevailing at the time ofpayment.

6. INVENTORIES: Items of Inventory are valued at cost or net realizable value, whicheveris lower. Cost is determined on the following basis:

a) Raw Material, Stores and Spares: FIFO basis

b) Trading Goods: FIFO basis

7. RETIREMENT BENEFITS: Retirement benefits are dealt with in the following manner.

(i) Defined contribution plans :

Defined contribution plans are Provident Fund scheme, Employee State InsuranceScheme for eligible employees. The Company’s contribution to defined contributionplans is recognized in the Profit and Loss Account in the financial year to which theyrelate. The Company makes specif ied monthly contributions towards employeeprovident fund.

(ii) Defined benefit plans :

The Company operates a defined benefit gratuity and leave encashment plan foremployees. The Company contributes to a separate entity (a fund), towards meetingthe obligation.

The cost of providing defined benefits is determined using the Projected Unit Creditmethod with actuarial valuations being carried out once in three years.

The defined benefits obligations recognized in the Balance Sheet represents thepresent value of the defined benefit obligation as adjusted for unrecognized actuarialgains and losses and unrecognized past service costs, and as reduced by the fairvalue of plan assets, if applicable.

8. INVESTMENT:

a) Long term investments are stated at cost less permanent diminution in value, if any.

b) Current investments are stated at lower of cost and fair value.

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9. SALES & PURCHASES:

Sales and purchases are stated at net off Taxes & Duties.

10. TAXES ON INCOME :

a) Current Tax is the amount of tax payable on the taxable income for the year and isdetermined in accordance with the provisions of the Income Tax Act, 1961.

b) Deferred Tax is recognized on timing differences; being the difference between the taxableincomes and accounting income that originate in one period and are capable of reversalin one or more subsequent periods.

c) Deferred Tax assets in respect of unabsorbed depreciation and carry forward of losses arerecognized if there is virtual certainty that there will be sufficient future taxable incomeavailable to realize such losses.

11. IMPAIRMENT OF ASSET :Impairment loss is recognized wherever the carrying amount of an asset is in excess of itsrecoverable amount and the same is recognized as an expense in the statement of profit andloss and carrying amount of the asset is reduced to its recoverable amount.

Reversal of impairment losses recognized in prior years is recorded when there is as indicationthat the impairment losses recognized for the asset no longer exist or have decreased.

12. OPERATING LEASE :Lease Arrangement, where the risks and rewards incidental to ownership of an assetssubstantially vests with the lessor, are recognized as operating lease. Operating leasepayments under operating lease are recognized as an expense in the Profit & Loss Accounton accrual basis.

13. CONTINGENT LIABILITIES :Provisions involving substantial degree of estimation in measurement are recognized whenthere is a present obligation as a result of past events and it is probable there will be anoutflow of resources. Contingent liabilities are not recognized but are disclosed in the notes.Contingent assets are neither recognized nor disclosed in the financial statements.

14. USE OF ESTIMATES:The preparation of financial statements in conformity with GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities, disclosureof contingent assets and liabilities at the date of the financial statements and the results ofoperations during the reporting period. Examples of such estimates include estimates ofincome taxes, employment retirement benefit plans, provision for doubtful debts and advancesand estimates useful life of fixed assets. Actual results could differ from estimates. Any revisionto accounting estimates is recognized prospectively in current and future periods.

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B. NOTES TO THE ACCOUNTS:

1. The Company has entered into agreement with M/s Welspun Finance Limited on 11th August2000, for purchase of 119020 shares @ Rs. 82.34 (Face Value of share is Rs.100) of U. V.Infotech Limited. A Company engaged in the business of manufacturing of Kiosks. Accordingly,the Company has been paid of Rs. 98 Lac to M/s. Welspun Finance Limited.

As the investments were made in the Company to gain strategic view of getting access to Kioskmanufacturing which is having synergy with the existing business of the Company the sameis considered as investment in business and not in shares. Hence, any permanent diminutionin value of shares is not considered for marking down the investment.

2. DEFERRED TAX:Major components of deferred tax arising on account of timing differences are :

As atMarch 31, 2010

(Rs.)

As atMarch 31, 2009

(Rs.)

Deferred Tax Assets /( Liability) – Fixed Assets 17,94,841 2,06,250

Deferred Tax Asset - Leave Encashment / Gratuity (6,44,950) 1,60,095

Deferred Tax Asset – Provision for Doubtful Debts 2,93,591 -

Deferred Tax Income / (Exp) recognize in P & L a/c 14,43,482 3,66,345

Net Deferred Tax Assets / (Liability) recognize in Balance sheet 3,54,731 10,88,751

3. In the opinion of the Board of Directors, Current Assets, Loans and Advances as stated in the BalanceSheet are realizable at the stated value in ordinary course of business.

4. REMUNERATION TO AUDITORS :

Current Year2009-10

Previous Year2008-09

For Audit Fees (excluding Service Tax) 2,25,000 40000For Tax Audit Fees (excluding Service Tax) 25,000 10000

ParticularsAmount in Rs.

5. PAYMENTS MADE TO OR PROVIDED FOR DIRECTORS:

Current Year2009-10

Previous Year2008-09

Salary 48,32,880 37,12,400

ParticularsAmount in Rs.

Particulars

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MANAGERIAL REMUNERATION :

The above amount is exclusive of gratuity and Leave benefits which are provided on the basisof annual premium charged by the LIC on an overall basis, subject to the maximum amountas prescribed in Income Tax rules.

7. RELATED PARTY RELATIONSHIP & TRANSACTIONS :There are no related parties as per register maintained u/s 301 of the Companies Act. As suchdisclosures as per Accounting Standard 18 - “Related Party disclosures” issued by the Instituteof Chartered Accountants of India is not applicable.

8. SEGMENT REPORTING :PRIMARYThe Company has identified two geographic segments based upon its operations of Businessi.e. at India and Dubai.

Segment Information for the year ended 31 March 2010 is as under:

Managerial Remuneration Rs. in LacSalary 21.60HRA 8.64Allowance (Excluding Leave encashment) 14.76Directors Sitting Fees 3.33Total 48.33

(Rs. in Lacs)Particulars India Dubai TotalRevenue Net Sales / Income from operations 2,007.89 309.88 2,317.77Interest and Other Income 39.82 -- 39.82Total Income 2,047.71 309.88 2,357.59 Costs- Segment Expenses 2,129.49 217.72 2,347.21- Finance Cost 0.06 -- 0.06Total Cost 2,129.55 217.72 2,347.27Segment Result (81.84) 92.16 10.32- Tax Expenses (Unallocated) 2.67Net Profit 7.65Other Information - Segment Assets 2,784.53 208.42 2,992.95 - Unallocated Assets -- -- 567.27Total Assets 2,784.53 208.42 3,560.22- Segment Liabilities 366.73 20.73 387.46- Unallocated Liab. -- -- 273.25Total Liabilities 366.73 20.73 660.71Capital Expenditure 214.88 0.53 215.41Depreciation 106.36 0.78 107.14

6.

46

SECONDARYThe company has one business segment only viz. design, development, manufacture andmaintenance of Digital ATM Surveillance system, Information systems, Self Service Terminalsand related subsystems

9. EARNING PER SHARE:The Basic Earnings Per Share have been computed by dividing the Net Profit After Tax for theyear by the Weighted Average Number of Equity Shares outstanding during the year; whereasthe Diluted Earnings Per Share is not separately considered as Equity Warrants outstandingas on 31st March, 2010 are refunded before the signing of Audit Report. The relevant detailsas described above are as follows:

BASIC AND DILUTED EARNINGS PER SHARES :

31-3-2010(Rs.)

31-3-2009(Rs.)

Net Profit After Tax [a] 7,64,231 1,87,66,625

Number of Equity shares as on 01.04.09 70,00,000 70,00,000

Number of Weighted Average Equity shares as

on 31.03.10 [b] 70,00,000 70,00,000

Basic Earnings Per Share [a/b] 0.11 2.68

10. VIEW 24*7, HANDHELD TERMINAL, R & D AND OTHER PRE-OPERATIVE EXPENDITUREINCLUDES:

VIEW 24*7 PROJECT :Company had ventured for a Digital Signage project viz. View 24 * 7 and it had acquiredvarious locations for the purpose of Digital Signage and Display. All expenses incurred to makeproject operative has been capitalized to the tune of Rs. Nil (Previous Year Rs. 3,45,41,023/-as Intangible asset and the same shall be amortized over a period of 5 years commencing fromthe year under review.

HANDHELD TERMINAL DEVELOPMENT :During the year, Company has incurred Nil (Previous Year Rs. 14,09,670/- towards Handheldterminal. As the project has not commenced any Commercial Operations, the developmentcosts shall be apportioned over its useful life from the date of its Commercial Commencement.

TRINETRA PROJECT :During F.Y. 2007-08 it was decided to amortize Development Expenses and Expenses relatingto Trinetra Project aggregating to Rs. 30,50,427/- over a period of two years commencing from1st January 2008. Accordingly an amount of Rs. 11,43,906/- has been written off during theyear under review.

Particulars

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11. CONTINGENT LIABILITIES :There are Bank Guarantees of Rs. 141.04 Lac given as performance guarantee to M.S.E.D& Corporation Bank.

Excise matter in dispute amounting to Rs. 23.57 Lacs for the period from February 2007 toJanuary 2008. Company has preferred an appeal before Tribunal.

Another Excise matter in dispute amounting to Rs. 205.26 Lacs for the period from April2004 to January 2007 for which Dept has preferred an appeal before Tribunal.

12. EMPLOYEE BENEFITS :a. CONTRIBUTION TO GRATUITY FUNDS:

Gratuity is payable to employees as per Payment of Gratuity Act. Leave encashment is payableto eligible employees who have earned leaves, during the employment and/or on separation asper the Company’s policy. The Company has funded the Gratuity liability with Group GratuityScheme of Life Insurance Corporation of India Ltd. The Leave encashment liability is not fundedwith any approved investing authority.

Valuations in respect of Gratuity and Leave Encashment have been carried out by LIC, as atthe Balance Sheet date, based on the following assumptions:

31-3-2010(Rs. in Lac)

31-3-2009(Rs. in Lac)

Components of employer expenses

1) Current Service Cost 1.61 1.61

2) Interest Cost 1.00 0.84

3) Expected Return on Plan Assets (1.14) (0.38)

4) Actuarial (Gain) /Loss 4.00 0.31

5) Total expense/(Gain) recognized in the Profit and Loss Account 5.47 2.38

Net Assets /Liability recognised in Balance Sheet as at

1) Present Value of obligation as at 19.08 12.47

2) Fair Value of plan assets as at 15.03 4.73

3) Assets/Liability recognized in Balance Sheet. 4.05 7.74

Change in Defined Benefit Obligation during the year ended as on

1) Present Value of obligation as at (Opening) 12.47 10.48

2) Interest Cost 1.00 0.84

3) Current Service Cost 1.61 1.61

4) Benefits Paid 0.00 (0.78)

5) Actuarial (Gain) /Loss 4.00 0.31

6) Present Value of obligation as at 19.08 12.47

Particulars

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31-3-2010(Rs. in Lac)

31-3-2009(Rs. in Lac)

Change in the fair value of plan Assets

1) Present Value of plan assets as at (Opening) 4.73 2.32

2) Expected return on plan Assets 1.14 0.39

3) Actual Company Contribution 9.16 2.80

4) Actuarial Gain /(Loss) 0.00 -

5) Benefits Paid 0.00 (0.78)

6) Fair Value of plan assets as at 15.03 4.73

Actuarial Assumption

Discount rate (per annum) 8% 8%

Salary escalation rate 5% 5%

Rate of Return on Assets = estimated rate of return as ARD falls on 31.03.2009The Company expects to contribute approximately Rs. 7.44 Lacs to the gratuity trust duringnext financial year.

Particulars

The Company has taken Gratuity Valuation from LIC on the basis of Rs. 3.5 Lac limit insteadof Rs. 10 Lac limit as per new notification. According to accounting standard – 15 “EmployeeBenefit “the company needs to carry out the Gratuity and Leave valuation from IndependentActuary once in three years, however, the same has not been done by the Company in lastthree years.

b. LEAVE ENCASHMENT :Contributions are made to Recognized Leave Encashment Fund which covers all eligibleEmployees and calculated as under.

31-3-2010(Rs. in Lac)

Particulars

Components of employer expenses1) Current Service Cost 0.002) Interest Cost 0.003) Expected Return on Plan Assets 0.014) Actuarial (Gain) /Loss 0.005) Total expense/(Gain) recognized in the Profit and Loss Account 0.01

Net Assets /Liability recognised in Balance Sheet as at1) Present Value of obligation as at 9.622) Fair Value of plan assets as at 7.343) Assets/Liability recognized in Balance Sheet. 2.28

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31-3-2010(Rs. in Lac)

Particulars

Change in Defined Benefit Obligation during the year ended as on1) Present Value of obligation as at (Opening) 0.00

2) Interest Cost 0.00

3) Current Service Cost 0.00

4) Benefits Paid 0.00

5) Actuarial (Gain) /Loss 0.00

6) Present Value of obligation as at 9.62

Change in the fair value of plan Assets1) Present Value of plan assets as at (Opening) 0.00

2) Expected return on plan Assets 0.01

3) Actual Company Contribution 7.33

4) Actuarial Gain /(Loss) 0.00

5) Benefits Paid 0.00

6) Fair Value of plan assets as at 7.34

Actuarial AssumptionDiscount rate (per annum) 8%

Salary escalation rate 5%

Rate of Return on Assets = estimated rate of return as ARD falls on 31.03.2009

The Company expects to contribute approximately Rs. 2.36 Lacs to the Leave

Encashment during next financial year.

Note: The previous year figure is not made available as it is first time carried out by theCompany.

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14. FOREIGN CURRENCY TRANSACTIONS :

A) PAYMENT IN FOREIGN CURRENCY :

Particular Currency Value in Rs.

Import of Raw Material US$ 4,51,749.00 2,15,27,960

Import of Raw Material GBP 31,062.57 23,31,208

Advance against Order US$ 27,745.00 12,70,287

Traveling Expenses US$ 30,750.00 13,68,476

Traveling Expenses BD$ 500.00 66,025

Traveling Expenses AED 2,570.00 1,23,142

B) RECEIPTS IN FOREIGN CURRENCY :

Particular Currency Value in Rs.

Export Sales US$ 4,40,405.00 2,14,12,653

Remittance from Dubai Branch AED 8,45,404.00 1,08,27,875

15. QUANTITATIVE DETAILS :

a. RAW MATERIAL CONSUMED :

The total raw material consumed during the 2009-10 is Rs. 778.65 Lac (P.Y. Rs. 1387.46),however, the Company has not maintained the major items wise consumption details.

13. DUES TO MICRO, SMALL & MEDIUM ENTERPRISES:

Information pursuant to Section 22 of The Micro, Small and Medium Enterprises DevelopmentAct, 2006 is not ascertained.

Balances of Sundry Creditors, Sundry Debtors, Loans & Advances are subject to confirmationand reconciliation.

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b. SALES (GROSS) :

As on 31.03.2010 As on 31.03.2009Qty. Value in Lac Qty. Value in Lac

Sales - Local

DVR SYSTEM 2 NOS 0.95 6 NOS 3.03DVR System - Trinetra 75 NOS 15.00 343 NOS 65.73Dynamic Queue Management System 171 NOS 137.07 133 NOS 112.24INFORMATION KIOSK 18 NOS 19.95 15 NOS 17.55Item No.:-001 SELF SERVICE INFORMATION KIOSK 3 NOS 5.96 98 NOS 193.87Item No.001 Self Service Information Kiosk (With MICR) 5 NOS 10.64 10 NOS 20.93I WATCH ATM SURVEILLANCE EQUIPMENT 113 NOS 56.97 559 NOS 278.57Mini Transaction Kiosk 80 NOS 112.00 64 NOS 89.60Queue Management Systems 3 NOS 3.45 18 NOS 39.86SELF SERVICE INFORMATION KIOSK (WITH MICR) 2 NOS 4.26 57 NOS 120.09Self Service Movie Ticketing Kiosk 2 NOS 0.58 9 NOS 10.548 CHANNEL DVR SYSTEM WITH CAMERA (EXPORT) 1 NOS 0.60 NIL NILCheque Deposit Machine 1 NOS 1.15 NIL NILINSIGHT CUSTOMER FEEDBACK SYSTEM ( EXPORT) 1 NOS 0.29 NIL NILItem No.007 Self Service Information Kiosk (With MICR) 1 NOS 2.13 NIL NILSelf Service Information Kiosk 2 NOS 3.09 NIL NILToken Dispenser Unit 1 NOS 1.45 NIL NILItem No.001 DYNAMIC QUEUE MANAGEMENT SYSTEM NIL NIL 26 NOS 23.87Multifunction Kiosk NIL NIL 6 NOS 7.50Opti-Q Queue Management Systems NIL NIL 2 NOS 3.06I Server Kiosk NIL NIL 1 NOS 1.25Item No.004 Self Service Information Kiosk (With MICR) NIL NIL 1 NOS 2.13Computer (for Media Manager Controller Box) NIL NIL 49 NOS 17.66Others —— 808.56 —— 922.94Total 1184.10 1930.42

As on 31.03.2010 As on 31.03.2009Qty. Value in Lac Qty. Value in Lac

Sales - Export

Bill Payment Terminal Export 38 109.82 2 NOS 5.58Queue Managment System-Export 20 61.33 71 NOS 207.014 Channel Iwatch Atm Surveillance System Solution 1 NOS 0.93 NIL NILCheque Deposit Kiosk 1 NOS 3.90 NIL NILKiosk- Export 3 NOS 8.07 NIL NILSelf -Service Kiosk Export 1 NOS 2.98 NIL NILComputer for Admanager Software NIL NIL 1 NOS 0.41Counter Display for Dqm NIL NIL 21 NOS 1.46Kiosk (Computer Kiosk) NIL NIL 2 NOS 1.43Others —— 1.63 —- 0.85Total 188.66 216.74

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c. VALUE OF RAW MATERIALS PURCHASED DURING THE YEAR:

PurchaseAs on 31.03.2010 As on 31.03.2009

Value in Lac Value in Lac

Local 674.92 956.31

Import 238.49 266.60

Total 913.41 1222.91

d. FINISHED GOODS STOCK :

Finished Goods at DubaiAs on 31.03.2010 As on 31.03.2009

Qty Value in Lac Qty Value in Lac

Queue Management System 151 Desktop 5 NOS 0.75 NIL NIL

Queue Management System 151 FS 2 NOS 0.36 NIL NIL

TOTAL 7 NOS 1.11 0 0.00

16. Previous Years’ figures have been restated, reclassified and regrouped where ever necessary.

17. The figures have been rounded off to the nearest rupee.

As Per our report of even dateFor T. R. Chadha & Co.Chartered AccountantsFirm Regsitration No. 006711N






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INTELLVISIONS SOFTWARE LIMITEDBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

As Per our report of even date







(Submitted in terms of Part VI to the Companies Act, 1956)

I Registration DetailsRegistration No. 01-21330 State Code 1

Balance Sheet Date 31.03.2010

II Capital raised during the year (Amount in Rs. ‘000)Public Issue Nil Right Issue NilBonus Issue Nil Private Placement Nil

III Position of Mobilisation and Deployment of funds (Amount in Rs. ‘000)Total Liabilities 356,022 Total Assets 356,022

SOURCES OF FUNDSPaid-up Capital 70,000 Reserves & Surplus 219,388Secured Loan 562 Unsecured Loan -Deferred Tax Liabilities -

APPLICATION OF FUNDSNet Fixed Assets 61,039 Investments 23,036Net Current Assets 205,520 Miscellaneous Expenditure -Accumulated Losses - Deferred Tax Asset 355

IV Performance of the Company (Amount in Rs. ‘000)Total Income 233,544 Total Expenditure 2,32,513Profit before Tax 1,032 Profit After Tax 764Earning Per Share (in Rs.) 0.11

V Generic Names of Principal products of Company (as per monetary terms)

Item Code No. (ITC Code) Digital ATM Surveillance SystemProduct Description

Item Code No. (ITC Code) Self Service KioskProduct Description

Item Code No. (ITC Code) Dynamic Que Management SystemProduct Description

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INTELLVISIONS SOFTWARE LIMITED(Formerly Arun Agro Products Ltd.)

Regd. Office :303, Steel House, Plot No. 24, Mahal Industrial Estate, Mahakali Caves Road, Andheri (E), Mumbai - 400 093.

PROXY FORM

I/We

of

being a Member / Members of above named company hereby appoint

or failing my/our behalf at th 15th Annual General Meeting of the Company to be held at RoomNo.108, Hotel Athithi, Opp. Hotel Orchid, Vile Parle (E), Mumbai - 400 057 on 30th August 2010 at 11.00a.m. and at any adjournment thereof.

Signature of the Share Holder

Date

Note : Proxy forms must reach the Company’s Regd. Office not less than 48 hours before the meeting

INTELLVISIONS SOFTWARE LIMITED(Formerly Arun Agro Products Ltd.)

Regd. Office :303, Steel House, Plot No. 24, Mahal Industrial Estate, Mahakali Caves Road, Andheri (E), Mumbai - 400 093.

Please complete this attendance slip, and hand it over at the entrance to the venue of the meeting, whenyou come to the meeting.

Name of the Shareholder Folio No.

Name of the Proxy

(In case proxy attends instead of the Members)certify that I am a Regd. Share holder / Proxy for the Regd Share Holder of the Company.

I hereby record my presence at the 15th Annual General Meeting of to be held at Room No. 108, HotelAthithi, Opp. Hotel Orchid, Vile Parle (E), Mumbai - 400 057. on 30th August 2010 at 11.00 a.m. and atany adjournment thereof.

(Signature of the Proxy / Members)

Stamp

Documents

Intellvision Annual Report - bseindia.com · Capacity building through leadership development programmes and ‘Train the Trainer’ programmes were other key focus areas during the