The Members of Integrated Financial Services Limited
Your Directors have pleasure in presenting the Twenty Sixth Annual Report together withthe Audited Statement of Accounts of the company for the Financial Year ended 31st March2017.
|FINANCIAL RESULTS || ||(Rs. In Lakhs) |
| ||YEAR ENDED 31ST MARCH 2017 ||YEAR ENDED 31STMARCH2016 |
|Income from Operation ||559.08 ||340.30 |
|Profit before Depreciation and Tax ||510.92 ||291.08 |
|Depreciation ||0.53 ||0.75 |
|Profit before Tax ||510.39 ||290.33 |
|Provision for Tax ||94.72 ||51.33 |
|Profit after Tax ||415.75 ||239.06 |
|Proposed Dividend ||72.00 ||48.00 |
|Tax on Dividend ||14.65 ||9.77 |
|Transfer to General Reserve ||414.84 ||179.76 |
The Income from Operations of the Company for the financial year 2016-17 stood atRs.559.08 Lakhs as against Rs.340.30 Lakhs in the previous year. The profit after taxstood at Rs.415.75 Lakhs during the year under review against Rs.239.06 Lakhs during theprevious year.
The Authorised Share Capital of the company stands at Rs.60000000/- (divided into6000000 shares of Rs.10 each) fully paid up. During the year under review there hasbeen no change in the Authorised and Paid-up Share Capital of the company.
Your company has neither issued any shares with differential voting rights nor anySweat Equity shares during the year under review.
During the year under review your company has neither accepted nor invited any depositfrom the public falling within the ambit of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 and Non-Banking Financial CompaniesAcceptance of Public Deposits (Reserve Bank) Directions 1998 and Rules and Regulationsmade thereunder.
During the year under review your company transferred a sum of Rs.414.84 Lakhs toGeneral Reserve.
The Directors are pleased to recommend the payment of dividend at the rate of 12% i.e.One Rupee and Twenty Paisa per share for the year under review. The dividend if declaredat the ensuing Annual General Meeting will be paid to those members whose name appears inthe Register of Members on record date i.e. Monday 18th September 2017. Inrespect of the shares held in electronic form the dividend will be paid to those personswhose names shall appear as beneficial owners at the close of the business hours on recorddate i.e. Monday 18th September 2017 as per the details furnished by NationalSecurities Depository Ltd. and Central Depository Services (India) Ltd. The Payment ofdividend will entail an outlay of Rs.7200000/-. The Company will also have to bear thedistribution tax of Rs.1465776/-.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of Companies Act 1956 andSection 124(5) of the Companies Act 2013 the amounts pertaining to dividends thatremained unclaimed and unpaid for the period of seven years from the date it became firstdue for payment have been transferred from time to time to Investor Education andProtection Fund (IEPF) on due dates by the company and no claims shall lie against thecompany.
Despite constant and sincere efforts to pay unclaimed dividend to such members certainamount still remains unclaimed. During the Financial Year 2016-17 no amount wastransferred as unclaimed Dividend to the Investor Education and Protection Fundestablished by the Central Government as no dividend was declared by the company for theFinancial Year ended 2008-09.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
There is no change in the composition of Board of Directors of the Company during theFinancial Year ended 31.03.2017.
Mr. S. C. Khaneja and Mr. Virender Khaneja will retire by rotation at the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment to enablecompliance by the company with the provisions of Section 152 of the Act.
None of the Directors of the Company is disqualified from being appointed orre-appointed as a Director as specified under section 164 of the Companies Act 2013.
The Key managerial personnel of the Company are Mr. Subhash Chander Khaneja CompanySecretary Mr. Kunal Khaneja CFO and Mrs. Rajni Khaneja Wholetime Director.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beIndependent Directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of 'Independent Director' as mentioned under Regulation 16(1)(b) of the SEBI( Listing Obligations and Disclosure Requirements ) Regulations 2015.
The confirmations were placed before and noted by the Board at the meeting Board ofdirectors held on
24.05.2016 during the Financial Year 2016-17.
The Board meets at regular interval to discuss and decide on Company's policies andstrategy apart from other Board matters. The tentative annual calendar of the Board iscirculated in advance to facilitate the Directors to plan their schedule and to ensureparticipation in the meetings. Minimum four pre-scheduled Board meetings are heldannually the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Board of Directors met four times during the Financial Year 2016-17 viz.24.05.2016; 13.08.2016;
14.11.2016 and 11.02.2017.
All the Committees of the Board of Directors are constituted in Line with theprovisions of the Companies Act 2013 and applicable regulations of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.
Details of all committees alongwith their composition terms of reference and meetingsheld during the year are provided in Corporate Governance Report forming part of theAnnual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/Whistle Blower Policy to provideappropriate avenues to the Directors and employees to bring to the attention of theManagement the concerns about behavior of employees
that raise concerns including fraud suspected fraud unethical behavior violation ofany code of conduct or policy in force and any other like matter by using the mechanismprovided in the Whistle Blower Policy. The details of the said Policy are included in theReport on Corporate Governance which forms part of the Annual Report. During the FinancialYear 2016-17 no cases under this mechanism were reported in the Company and any of itsassociates.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
The Company understands that risk evaluation and risk mitigation is a function of theBoard of the Company and the Board of Directors are fully committed to developing a soundsystem for identification and mitigation of applicable risks. Your company has awell-defined Risk Management framework in place.
Further your company has an adequate system of internal control procedures which iscommensurate with the size and nature of business. The internal control systems of thecompany are monitored and periodically reviewed by the audit committee of the Board ofDirectors.
Your Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively. Inthis regard your Board confirms the following:
i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorisation.
ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects.
iii. Access to assets is permitted only in accordance with management's general andspecific authorisation. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
iv. The existing assets of the Company are verified/ checked at reasonable intervalsand appropriate action is taken with respect to differences if any
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 it is hereby confirmed that:-
i. in the preparation of the annual accounts the applicable accounting standardsprescribed by the Institute of Chartered Accountants of India have been followed alongwith proper explanation relating to material departures;
ii. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts on a going concern basis; and
v. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance is included as Annexure-1 to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as requiredunder Regulation 34 (2) and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is given as a separate statement in the Annual Report asAnnexure-2.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and section 134(3) of the Act readwith rule 12 of the Companies (Management and Administration) Rules 2014 an extract ofthe Annual Return in prescribed Form MGT-9 forms part of this Annual Report as Annexure-3.
LISTING OF SHARES
Presently the shares of the company are listed on the BSE Limited Mumbai. The companyhas paid the Annual Listing fee for the year under review to BSE Limited.
AUDITORS AND AUDITORS REPORT
At the 25th Annual General Meeting held on Friday 30th day of September 2016 M/s.Dua & Kumar Chartered Accountants were appointed as Statutory Auditors for thefinancial year 2016-17 to hold office till the conclusion of 26th Annual general Meeting.However it was mandatory for the company to rotate the Statutory Auditors of the Companyon completion of maximum term under section 139 of the Companies Act 2013 and Rules andRegulations made thereunder. Hence due to expiry of term of existing Auditors of theCompany in accordance to the provisions of Section 139 of the Companies Act 2013 theMembers of the Audit Committee and Board of Directors in their meeting held on 11.08.2017have recommended the Appointment of M/s. Anuj Goyal Associates Chartered AccountantsDelhi (Registration No. 008784N) as Statutory Auditors of the Company for a period of 5years from the conclusion of 26th Annual General Meeting of the Company tillthe conclusion of 31st Annual General Meeting of the Company.
The notes on financial statements referred to in the Auditor's report are self-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204(1) of the Act read with Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Vinod & Associates Company Secretaries in Practice to conduct theSecretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report as receivedfrom M/s. Vinod & Associates is appended to this report as Annexure-4.
The Secretarial Auditor has not made any adverse comments or given any qualificationreservation or adverse remarks in the Audit Report.
ASSOCIATES AND SUBSIDIARIES
During the year under review your company has two Associate companies viz. IntegratedMaster Securities (P) Ltd. a member of NSE BSE MSEI and Depository Participant of NSDLand CDSL and Integrated Commodity Trades (P) Ltd. a member of MCX and NCDEX. Howeveryour company has no subsidiaries.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies act 2013 the provisions for Corporate SocialResponsibility are not applicable to the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2016-17 there were no significant and material orders passedby the Regulators or Courts or Tribunals impacting the going concern status and Company'soperation in future.
BUSINESS RESPONSIBILIY REPORT
Business Responsibility Report in terms of Regulation 34(2) of the SEBI (ListingObligations and Disclosure) Requirements 2015 is not applicable on the Company.
PARTICULARS OF EMPLOYEES
None of the employees of the company are covered under Section 197(12) of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
Particulars as prescribed under section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 regarding Conservation of Energy and technologyAbsorption and Research and Development is not furnished as the same is not applicable onyour company. There were also no foreign exchange earning or outgo during the year underreview.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013 are not furnished since the provisions of the section are not applicable to yourcompany being a core investment company registered with Reserve Bank of India as NBFC.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and are reviewed by the Audit Committee of the Board.
The particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 of the Companies Act 2013 is given in significant accountingpolicies & notes to accounts as at 31.03.2017.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There were no significant/material orders passed by the regulators or courts orTribunals which would impact the going concern status of the company and its futureoperations.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company is committed to provide a safe and conducive work environment to itsemployees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide the procedurefor the redressal of complaints pertaining to sexual harassment thereby providing a safeand healthy work environment. During the year under review no case of sexual harassmentwas reported.
CEO & CFO CERTIFICATION
Certificate from Mr. S. C. Khaneja Chief Executive Officer and Mr. Kunal KhanejaChief Financial Officer pursuant to Regulation 17(8) of the Listing Regulations for theFinancial Year 2016-17 was placed before the Board of Directors of the Company at itsmeeting held on May 29 2017 and also forms part of Report on Corporate Governance.
Your directors would like to take this opportunity to express sincere gratitude to theHDFC Bank Ltd BSE Ltd. and other Regulators for their continued cooperation andpatronage. Your directors also place on record appreciation of the excellent performanceand hard work put in by the employees at all levels. The Directors also convey theirgrateful thanks to the esteemed shareholders for their continued cooperation support andthe confidence reposed by them in the company.
By order of Board of Directors
S.C. Khaneja Chairman (DIN:00042758)
Place: New Delhi Date: 11.08.2017