THE MEMBERS OF
INTEGRATED CAPITAL SERVICES LIMITED
The Directors take pleasure in presenting the Twenty Fourth (24th) AnnualReport together with the audited financial statements of your Company for the year endedMarch 312017.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 312017 issummarized below:
| || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Income from Operation ||205.40 ||165.82 ||254.79 ||202.66 |
|Other Income ||102.42 ||14.07 ||102.68 ||15.92 |
|Depreciation ||3.45 ||5.04 ||18.43 ||10.90 |
|Profit before tax ||125.28 ||65.84 ||145.58 ||80.14 |
|Current Tax ||(42.40) ||(23.30) ||(42.63) ||(25.42) |
|Deferred Tax ||0.44 ||0.29 ||(5.09) ||(1.72) |
|Profit after tax ||82.83 ||42.83 ||147.05 ||59.59 |
2. RESULTS OF OPERATIONS:
During the financial year under review your Company rendered advisory and consultingservices in areas of amongst others reengineering restructuring and reconstructing ofbusinesses affected by adversities of business conditions and environments.
The Turnover for the year was Rs. 205.40 as against Rs. 165.82 Lacs in the previousyear. During the year your Company set out to consolidate its activities and continuesits efforts to increase its presence in its areas of operations.
The Board of Directors has decided not to declare dividend with a view to maintain andincrease the reserves of your Company.
4. SHARE CAPITAL:
The paid up Equity Share Capital as at March 312017 was Rs. 611.50 lacs inclusive of250000 7% Cumulative Non Convertible and Redeemable Preference Shares of par value ofRs.
During the year under review the Company did not issue any further capital.
During the year under review your Company redeemed 90000 7% Cumulative NonConvertible and Redeemable Preference Shares of Rs. 100.00 each at par upon the holderof such shares exercising options to put the same for redemption.
Thereafter 25000 7% Cumulative Non Convertible and Redeemable Preference Shares ofRs. 100.00 each at par have been redeemed after closure of financial year.
Equity Shares of your Company are listed at Bombay Stock Exchange.
Preference Shares of the Company are not listed on any Stock Exchange.
5. MERGER OF DEORA ASSOCIATES PRIVATE LIMITED WITH THE COMPANY:
A Scheme of Arrangement in the nature of Merger of Deora Associates Private Limited a69.27% holding company of the Company was approved by your Board with Appointed DateOctober 1 2016 which was filed with Bombay Stock Exchange for their perusal and seekingNo Objection' to the same.
The rationale of the Scheme of Merger are:
(i) To restructure the shareholding pattern of your Company which is currently held byDeora Associates Private Limited as one of the promoters.
(ii) To eliminate a layer of promoter investment and streamline promoter holding.
(iii) To vest shareholding of your Company in name of promoters of Deora AssociatesPrivate Limited.
6. EXTENSION OF 24TH ANNUAL GENERAL MEETING:
The Company had applied to Registrar of Companies (ROC) - National Capital Territory ofDelhi & Haryana on July 26 2017 seeking permission to extend the date of AnnualGeneral Meeting by a period of 3 months for the reason that:
The Scheme of Merger of Deora Associates Private Limited with the Company is beingexamined by the Bombay Stock Exchange. Upon receipt of "No Objection" from theBombay Stock Exchange the Company shall proceed to file the first motion before theHon'ble National Company Law Tribunal. Upon the Scheme of Merger being approved by theHon'ble National Company Law Tribunal the consolidated accounts shall have to be approvedby the shareholders of the Company. It is thus proposed that extension of three months besought to hold the current annual general meeting of the Company such that theconsolidated accounts may also be taken up for adoption at the said annual generalmeeting.
The approval was granted by the Registrar of Companies under Section 96(1) of theCompanies Act 2013 extending the time to hold Annual General Meeting of the Company by 3months i.e. upto November 28 2017.
7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note no.10 of the Standalone auditedaccounts.
8. MEMERSHIPS OF THE COMPANY:
Your Company continues to hold memberships of the institutions named hereunder. Thememberships provide your Company with opportunity to interface with renowned practitionersof the profession in developed economies.
The Institute of Internal Auditors (IIA):
The IIA is the internal audit profession's global voice recognized authorityacknowledged leader chief advocate and principal educator. Generally members of theInstitute render services in areas of internal auditing risk management governanceinternal control information technology audit education and security.
BTG Global Advisory
BTG Global Advisory is multi-disciplinary offering a broad range of professionalservices necessary to provide solutions to business problems. Its members includeinsolvency and restructuring advisors; turnaround workout and profit improvementconsultants; forensics investigators and other litigation support professionals; andinvestment banking/M&A transaction advisors amongst other specialists.
INDO GERMAN CHAMBER OF COMMERCE (IGCC)
IGCC has established India-Desks to promote and facilitate business contacts in variousbi-national Chambers of Commerce abroad different Chambers of Commerce & Industry inGermany and also has one representative in Brussels. To facilitate and develop betterbusiness contacts in India it has appointed 17 honorary representatives in other townsand cities of the subcontinent.
9. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 with the Stock Exchanges in India is presented in a separate sectionwhich forms part of the Annual Report.
10. PREFERRED BUSINESS AFFILIATE AGREEMENT:
The Company executed a Preferred Business Affiliate Agreement with Aurum EquityPartners LLP on September 24 2017.
Aurum is an Indian Investment Banking Firm having core competency in areas of Mergersand Acquisitions Fund Raising Strategic Corporate Advisory Restructurings andInsolvency Resolution across a wide range of sectors including Industrials Technology& Media Consumer Food & Retail Real Estate & Hospitality Supply Chain &Logistics Education Healthcare and Pharmaceuticals and BFSI.
The Preferred Business Affiliate Agreement of ICSL and Aurum will provide cross sharingof Experiences Knowledge Resources and Expertise in areas of Restructuring andInsolvency Practices.
11. SUBSIDIARY COMPANIES:
a) 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS)
RAAS Consulting Private Limited (formerly known as RAAS e Solutions Private Limited)provides services in areas of advisory and remote accounting and support on an outsourcedbasis to clients within and outside India. RAAS has successfully developed processes forsystematic remote access accounting and the work low is customized to suit clientrequirements.
RAAS provides expert guidance and advice to corporate clients for drawing up financialstatements in compliance with international accounting standards.
b) 100% Subsidiary Company - Green Infra Profiles Private Limited
Green Infra Profiles Private Limited provides advisory services for management ofassets.
c) 100% Subsidiary Company- BTG IP Services Private Limited
Your Company promoted a wholly owned subsidiary BTG IP Services Private Limited
to exclusively provide service and advice to clients under the provisions of theInsolvency and Bankruptcy Code 2016.
BTG IP Services Private Limited was incorporated on August 9 2017. Mr. Sanjay Agraw-al a person qualified as an Insolvency Professional and registered with Insolvency andBankruptcy Board of India (IIBI) was appointed as its Whole Time Director. The companyhas applied to IBBI to seek registration as an Insolvency Professional Entity.
Pursuant to first proviso to sub section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014 the Form AOC 1 is attached as "Annexure B"
12. JOINT VENTURES:
a) KW Publishers Private Limited
KW Publishers Private Limited is a joint venture wherein your Company has equityinvestment of 40%.
KW Publishers Private Limited is engaged in business of publishing and distributingbooks on various subjects including International Politics.
b) Greenway Advisors Private Limited
Greenway Advisors Private Limited is a joint venture wherein your Company has equityinvestment of 50%.
Greenway Advisors Private Limited provides consulting services in commercialtransactions.
c) Sun Links Limited
Sun Links Limited is a joint venture company set up in the U.K. with 50% equityparticipation.
Sun Links Limited provides consulting services for commercial transactions.
d) BTG Global Advisory:
BTG Global Advisory is a multi-disciplinary organization offering a broad range ofprofessional services to provide practical and enterprise solutions to business problems.Its members include insolvency and restructuring advisors turnaround and profitimprovement consultants forensic investigators and other litigation support professionalsand investment banking/M&A transaction advisors amongst other specialists.
Your Company in association with other overseas professional organizations engaged innear like services has promoted a non-practicing International umbrella entity as aPrivate Company limited by guarantee in England and Wales for the following purposes:
(i) promote professional services of the members
(ii) promote cross referrals of international work and
(iii) creating a frame work for joint pitching opportunities.
Your Company has nominated Mr. Sajeve Deora one of its Directors as a director onthe Board of Directors of BTGGA. Your Company's guarantee is UK Pound 1.
13. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits during the year.
Mr. Sajeve Deora (DIN: 00003305) Director of the Company retires by rotation andbeing eligible has offered himself for reappointment.
Mr. Sajeve Deora is also a member of the Audit Committee.
Mr. Ram Lubhaya Kaura (DIN: 01089893) resigned from the office of Director-Finance witheffect from 19 November 2016.
15. DECLARATION FROM INDEPENDENT DIRECTORS:
Your Company has received declarations from all it's Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the provisions ofsection 149(7) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015.
16. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Board of Directors has carried out anannual performance evaluation of its own the Board Committees and of the IndependentDirectors. Further Independent Directors at a separate meeting held on March 27 2017have evaluated performance of the Non-Independent Directors Board as a whole and of theChairman of the Board of Directors.
A calendar of Meetings of the Board of Directors of your Company is prepared andcirculated in advance to the Directors.
During the year under report seven (7) Board Meetings and six (6) Audit CommitteeMeetings were convened and held the details of which are provided in the CorporateGovernance Report which forms part of this Annual Report. The intervening gap between twoBoard Meetings was within the period prescribed under the Companies Act 2013.
The various Committees as required by the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 have been constituted amongstmembers of the Board. The present composition of the various committees are as under:
|Name of the Committee ||Chairman ||Members || |
|Audit Committee ||Mr. Sandeep Chandra ||Mr. Sajeve Deora || |
| || ||Ms. Alka Jain || |
|Stakeholders Relationship ||Mr. Suresh Chander Kapur ||Mr. Brijinder Bhushan Deora || |
|Committee || ||Mr. Sandeep Chandra || |
|Nomination and ||Mr. Suresh Chander Kapur ||Mr. Brijinder Bhushan Deora |
|Remuneration Committee || ||Mr. Sandeep Chandra |
|Investment Committee ||Mr. Brijinder Bhushan Deora ||Mr. Sandeep Chandra |
| || ||Ms. Alka Jain |
|Risk Management Committee ||Mr. Brijinder Bhushan Deora ||Mr. Sandeep Chandra |
19. KEY MANAGERIAL PERSON (KMPS):
Pursuant to section 203 of the Companies Act 2013 Key Managerial Personnel (KMPs) areto be mandatory appointed by every company belonging to such class or classes of companiesas may be prescribed in the section. Following are the persons holding office as wholetimekey managerial personnel of your Company as at March 312017:
1) Chief Financial Officer (CFO) - Mr. Bhavesh Chadha (Appointed as Chief FinancialOfficer (CFO) of the Company with effect from July 20 201 7 elevated him from the officeof General Manager.)
*Mr. Sanjay Agrawal
(^Appointed as Chief Financial Officer with effect from December 012016 till November20 2017)
2) Company Secretary (CS) - Ms. Shivani Arora (Appointed as a Company Secretary (M. No.A32491) and Compliance Officer with effect from July 20 2017.)
*Ms. Preeti Gupta
(*Appointed as a Company Secretary and Compliance Officer with effect from February 282017 till November 19 2017)
*Ms. Monisha Meghna
(*Appointed as a Company Secretary and Compliance Officer with effect from April 082016. till February 28 2017)
19. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed that:
(i) In the preparation of annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;
(ii) The Directors have 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 as at March 312017 and of the profitearned by the Company during the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) The Directors have prepared the annual accounts of the Company on a goingconcern' basis;
(v) The Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively; and
(vi) The Directors had devised proper systems to ensure compliance with provisions ofall applicable laws and that such system were adequate and operating effectively.
21. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were inthe ordinary course of business. There were no materially significant related partytransactions which were transacted by the Company with any of the Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of your Company.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval.
The Policy on Related party Transactions as approved by the Board has been uploadedon the website of the Company.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud andmismanagement if any. The details of Vigil Mechanism/Whistle Blower Policy are explainedin the Corporate Governance Report and have also been posted on the website of theCompany.
23.1 Statutory Auditors:
The Company's Auditors Messrs KR & Co. Chartered Accountants New Delhi retire atthe ensuing Annual General Meeting of the Company and have confirmed that they areeligible for re-appointment to the said office. They have confirmed their eligibilityunder Section 141 of the Companies Act 2013 and the Rules framed thereunder forre-appointment as Auditors of the Company. As required under Regulation 33 of SEBI(Listing Obligations and Disclosures requirements) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
23.2 Internal Audit:
Pursuant to provisions of Section 138 of the Companies Act 2013 your Companyappointed V. Keshri & Associates Chartered Accountants as Internal Auditors of theCompany. To maintain their objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee.
The Internal Auditor examines and evaluates the efficacy and adequacy of internalcontrol systems of your Company its compliance with accounting procedures and policies ofyour Company and its subsidiaries. The observations of the Internal Auditor in theirreport are discussed by the management of your Company on basis whereof corrective actionis taken. Significant observations and corrective actions taken for the same are discussedby the Audit Committee of the Board.
23.3 Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 the
Company has appointed Mr. Ambarish Chatterjee (Certificate of Practice No: 1655)Company Secretary in Practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is attached as "Annexure A".
24. CORPORATE GOVERNANCE:
Your Company is committed to maintain highest standards of Corporate Governance. Therequirements set out by the Securities and Exchange Board of India's Corporate Governancepractices are adhered to by the management of your Company. The Report on CorporateGovernance as per the clauses of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under Regulation 34(3) of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 forms part of thisAnnual Report.
25. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company has been prepared in accordancewith relevant Accounting Standards (AS) issued by the Institute of Chartered Accountantsof India and forms part of this Annual Report.
26. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Due to non-applicability of the provisions relating to conservation of energy andtechnical absorption no particulars are required to be disclosed in this Report.
|Foreign Exchange Earnings and Outgo: ||Rs. |
|Foreign Exchange Earned ||3124491 |
|Foreign Exchange Used ||- |
27. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in form MGT 9 is attached as "Annexure B".
28. PARTICULARS OF EMPLOYEES:
There is no employee who was employed throughout the year or who was employed for partof the year and whose particulars are required to be given in terms of section 134 of theCompanies Act 2013 read together with the Companies (Particular of Employees) Rules1975.
The Directors avail this opportunity to express their appreciation for the confidencereposed in them by the shareholders and clients of the Company and look forward to theircontinued support.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|Sajeve Deora ||Suresh Chander Kapur |
|(Director) ||(Director) |
|DIN:00003305 ||DIN:00742765 |
|Place: New Delhi || |
|Date: October 13 2017 || |