| Dear Members,
The Directors are pleased to present the 30th Annual Report of the
Company together with the Financial Statements for the year ended 31st
March 2015.
Financial Highlights
The Company's financial performance, for the year ended March 31,2015
is summarized below:-
Particulars 2014-2015 2013-2014
(Rs.) (Rs.)
Sales & Other Income 93794119.14 93787089.10
Profit before Depreciation 490347.62 2456309.89
Less :Depreciation & Amortization 6622192.00 7416506.00
Profit/(Loss) Before Taxation (6131844.38) (4960196.11)
Less : Taxation - -
Profit/(Loss) after Taxation (6131844.38) (4960196.11)
Less: Tax for Earlier year - (7000)
Add : Profit Brought Forward
from Previous Year 3071184.60 8038380.71
Balance Carried to Balance Sheet (3060659.78) 3071184.60
Working Results
During the year under review, total income of the Company was Rs.
93794119.14 as against Rs. 93787089.10 in previous year ended 31st
March, 2014. Net loss increased to Rs. 6131844.38 as against Rs.
4960196.11 in the preceding year. Your company suffering from loss due
to low order received from clients and adverse market conditions. Your
Directors are putting in their best efforts to improve the performance
of the Company.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report. Future
Outlook
In the current year, the business of the Company is likely to improve
due to better market condition, technological advancements/ improvement
in the economy particularly in the IT Sector. Moreover, the company is
diversifying into other related business areas where business potential
is much more.
Dividend
Your Director has not recommended any dividend for this financial year
due to losses.
Reserves
No amount has been transferred in reserves during the current financial
year.
Deposits
The company has not accepted any deposits from the public during the
year under report.
Directors and Key Managerial Personnel
During the financial year Mrs. Sonia Goyal, Company Secretary of the
Company tender her resignation vide letter dated October 17th, 2014,
board accepted it w.e.f 1st November, 2014 and appreciates for her
services towards the organization.
In accordance with the provisions of the Companies Act, 2013 Mrs.
Rashmee Agrawal, Managing Director, (DIN No. 01663761) retire by
rotation and being eligible offer herself for re-appointment at the
ensuing Annual General Meeting. The Board recommends her re-
appointment. The Board places on record its deep appreciation for the
valuable contribution made by her during his tenure as Managing
Director of the Company.
The Company has received declarations from both the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchange.
The Company have devised adequate Policy for performance evaluation of
Independent Directors, Board & Committees members and other individual
Directors, which includes criteria for performance evaluation of all
directors. Their roles, rights & responsibilities are put up on the
website under code of conduct and Code of fair disclosure.
Statutory Auditors
The term of your Company Auditors M/s. Sarika & Co., Chartered
Accountants, expires at the ensuing Annual General Meeting and being
eligible, they have expressed their willingness to be appointed as
Statutory Auditors of the company. The Board recommends their
Appointment Company for two years in the ensuing AGM subject to
ratification by shareholders at every Annual General Meeting.
The Auditors observations and the relevant notes on the Accounts are
self-explanatory and therefore do not call for further comments.
Secretarial Auditor
The Board has appointed M/s R. Shaw & Associates, Practising Company
Secretary as per Section 204 of Companies Act, 2014 to conduct
Secretarial Audit of financial year 2014-15. The Secretarial Audit
Report for the year under review has been annexed as Annexure I .The
Secretarial Audit report does not contain any qualification/adverse
remark except that Mr. Jibachh Jha ( already working with the Company
from last 2 years as Head( Accounts & Finance)/ CFO as per listing
agreement ) was designated as CFO as required by Section 204 of
Companies Act, 2013 in the Board meeting held on September 3, 2014.
Human Resources
Your Directors wish to place on record their deep appreciation for its
human Resources. The Company continues to place tremendous importance
on overall development of all its employees.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
The Company has no activities relating to conservation of energy or
technology absorption. There is no foreign exchange earnings and outgo
during the year.
Meetings of Board
During the period under review, Your company have complied the
requirement of board meeting as per section 173 of Companies Act, 2013.
It had five Board Meetings dated 20.05.2014, 05.08.2014, 03.09.2014,
20.10.2014, 10.02.2015 and the gap between two is not greater than 120
days. For further details refer the Corporate Governance Report.
Audit Committee
The Audit Committee comprises 3 directors as Mr. Ashok Kumar Juneja (
Independent Director), Mr. Biswanath Patnaik ( Independent Director)
and Mr. Nikhil Agrawal ( Non- Executive Director). There were 4
committee meeting held during the reporting period and all the
recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
As per section 178 of Companies Act, 2013 nomination and remuneration
Committee comprises three non-executive directors Mr. Biswanath
Patnaik ( Independent Director) Mr. Ashok Kumar Juneja ( Independent
Director) and Mr. Nikhil Agrawal ( Non- Executive Director).
The committee works with entire Board to determine the appropriate
skills, expertness, experience, remuneration required for board as a
whole and for Individual members and their remuneration based on their
calibre.
Contracts or arrangements with related parties
There has been no contract or arrangements entered into by the Company
with any related party referred to in sub-section (1) of section 188 of
the Companies Act, 2013.
Directors Responsibility Statement
Pursuant to the Section 134 of the Companies Act 2013, Your Directors
confirm that:
(i) In the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
(ii) Appropriate accounting policies have been followed consistently
and judgments were made that were reasonable and prudent so as to give
a true and fair view of state of affairs and profit of the company for
the year ended on 31/03/2015;
(iii) Proper and sufficient care has been taken to maintain adequate
accounting records for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Accounts have been prepared on a going concern basis.
(v) The Directors have laid down internal financial controls to be
followed by the Management and that such internal financial controls
are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Material changes/commitments affecting the financial position, occurred
after end of the financial year till date of report No material changes
have been occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report
of Board like settlement of any tax liabilities, depression in market
value of investments, institution of cases by or against the company,
sale or purchase of capital assets or destruction of any assets etc.
Corporate Governance
The Company has been practicing good Corporate Governance over a period
of time and lays emphasis on transparency, accountability and
integrity. Company confirm to the code of corporate governance as
stipulated under the Listing Agreement which is also published on the
website of the Company.
A report on Corporate Governance along with a Certificate of Auditors,
M/s Sarika & Co., Chartered Accountants, confirming, compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement, form part of the Annual Report .
Management Discussion and Analysis Report
Management Discussion and Analysis Report, as required by clause 49 of
listing agreement, form part of the Annual Report.
Corporate Social Responsibility
We view responsible conduct as a necessary input for long term business
success. We accept responsibility for our business, our employees and
society. That is how we define our corporate responsibility (CR). But
as per section 135 of the Companies Act, 2013 your Company is out of
the preview of this responsibility.
Internal Financial Controls
Your company has in place adequate internal financial control systems
combined with delegation of power and periodical review of the process
and financial statements. The control system is also supported by
internal checking and management reviews with documented policies and
procedures. As per requirement of Section 138 of Companies Act, 2013,
M/s Nidhi Sharma & Company, Chartered Accountant being Internal Auditor
of the Company placed their report for the financial year 2014-15,
which does not contain any qualification/adverse remark.
Details of unclaimed Share Certificates
In accordance with the requirements of the Clause 5A of the Listing
Agreement, shares remaining unclaimed even after 3 reminders have to be
transferred and held in a separate demat account. As per the
information provided by the Registrars and Transfer Agent, No share
remained unclaimed at the end of the year.
Vigil Mechanism
The Vigil Mechanism of the Company includes an Ethics & Compliance Task
Force comprising senior executives of the Company. Protected
disclosures can be made by a whistle blower through an e-mail, or
dedicated telephone line or a letter to the Task Force or to the
Chairman of the Audit Committee.
Subsidiary/Joint Ventures/Associate Companies
Your company does not have any Subsidiary/Joint Ventures/Associate
Companies.
Risk Management
During the year, your Directors have an adequate risk management
infrastructure in place capable of addressing those risks. The Company
manages, monitors and reports on the principal risks and uncertainties
that can impact its ability to achieve its strategic objectives. The
Audit Committee and the Board of Directors review these procedures
periodically.The Company's management systems, organisational
structures, processes, standards, code of conduct and behaviours
together form a complete and effective Risk Management System (RMS).
Extract of the Annual Return
The extract of the annual return as prescribed under Companies Act,
2013 i.e. Form No. MGT - 9 shall form part of the Board's report is
separately annexed herewith as Annexure II.
General Disclosure
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
(i) There are no deposits , details relating to deposits covered under
Chapter V of the Companies Act, 2013.
(ii) There was no issue of equity shares with differential rights as to
dividend, voting or otherwise.
(iii) There was no issue of shares (including sweat equity shares) to
employees of the Company under any scheme
(iv) No Change in the nature of the business of the Company took place
during the year.
(v) Neither the Managing Director nor the Whole-time Directors of the
Company received any remuneration or commission during the year under
review, Hence, no ratio of remuneration is applicable as required in
Clause (12) of Section 197 of Companies act, 2013.
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under section 197(12) read
with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rule, 2014.
(vi) There has been no loan, guarantee, investment made during the
current financial year under section 186
(vii) No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and
Company's operations in future.
(viii) Your Directors further state that during the year under review,
no cases were filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
Your Directors would like to express their sincere appreciation for the
support and co-operation received from Company's bankers, investors,
vendors, customers , government authorities and business association
during the year. Your Directors would also like to once again place on
record their appreciation to the employees at all levels, who through
their dedication, co-operation and support have enabled the Company to
move closer towards achieving its corporate objectives.
By Order of the Board
For Integra Telecommunication & Software Ltd.
Sd/- Sd/-
Nikhil Agrawal Rashmee Agrawal
Place: New Delhi Director Director
Date: 19th June, DIN : 02763328 DIN : 01663761
2015
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