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Integrated Capital Services Ltd.

BSE: 539149 Sector: Others
NSE: N.A. ISIN Code: INE682B01023
BSE 00:00 | 12 Aug 4.47 -0.05
(-1.11%)
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NSE 05:30 | 01 Jan Integrated Capital Services Ltd
OPEN 4.52
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VOLUME 3027
52-Week high 13.33
52-Week low 2.15
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 4.52
CLOSE 4.52
VOLUME 3027
52-Week high 13.33
52-Week low 2.15
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Integrated Capital Services Ltd. (INTEGCAPITAL) - Director Report

Company director report

To

The members of

Integrated Capital Services Limited

The Directors take pleasure in presenting the Twenty Eighth (28th) AnnualReport together with the audited financial statements of your Company for the year endedMarch 31 2021.

1. Financial Results:

The financial performance of your Company for the year ended March 31 2021 issummarized below:

Rs. Lacs

Standalone

Consolidated

Financial Year 2020-21 2019-20 2020-21 2019-20
Income from Operation 9.65 29.66 65.25 92.46
Other Income 112.94 23.00 212.91 3.85
Depreciation 4.14 4.57 19.85 20.02
Profit before tax 54.86 (21.57) 165.50 16.32
Current Tax - 0.44 3.66 2.44
Deferred Tax (51.66) 1.56 (21.63) 2.51
Excess provisions for tax written back -

-

-

-

Profit after tax 106.52 (24.02) 18.34 (16.25)

In order to conserve resources no dividend is being proposed.

2. Results of Operations:

The business activity of your Company is to render services in the nature of advice inmatters related to Insolvency and Bankruptcy. Your Company is in process of completingcertain pre-requisites and will thereafter apply to Insolvency and Bankruptcy Board ofIndia for registering as an Insolvency Professional Entity (IPE) in accordance with theprovisions of Insolvency and Bankruptcy Code 2016 and rules /regulation framedthereunder.

The Turnover for the current year was Rs. 9.65 lacs as against Rs. 29.66 lacs in theprevious year. The decrease in turnover of your Company is due to lack of business duringthe period of lockdown to contain the spread of COVID-19 and the business of the Companyin a new line of activity is at a nascent stage.

The Company sold its investment of an Associate company Greenway Advisors PrivateLimited and investment in its Wholly owned Subsidiary RAAS Consulting Private Limited.The Other Income of the Company on Standalone basis is Rs. 112.94 lacs and on Consolidatedbasis is Rs. 212.91 lacs which includes gains on the sales of investments.

3. Material changes affecting the financial position of your Company which haveoccurred between the end of the financial year and the date of this Report:

There is no material change which has affected the financial position of your Companybetween the end of the financial year and the date of this Report.

4. Share Capital:

The Authorized Share Capital of your Company is Rs. 103000000/- (Rupees Ten CroresThirty Lacs only) divided into 43000000 equity shares of Re. 1.00 each and 600000 7%Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100.00 each.

The paid up Share Capital of your Company as at March 31 2021 was Rs. 560.84 lacswhich comprises 35584000 fully paid equity shares of Re. 1.00 each and 205000 7%Cumulative Non-Convertible and Redeemable Preference Shares of Rs. 100.00 each.

Equity Shares of your Company are listed at BSE Limited.

Preference Shares of your Company are not listed on any Stock Exchange and are not duefor redemption.

5. Subsidiary Companies:

a. 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS)

RAAS Consulting Private Limited provides services in areas of advisory and remoteaccounting and support on an outsourced basis to clients within and outside India. RAAShas successfully developed processes for systematic remote access accounting and the workflow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financialstatements in compliance with applicable accounting standards. RAAS also provides expertadvice in the areas of business and law.

b. 100% Subsidiary Company - Green Infra Profiles Private Limited (GIPL)

Green Infra Profiles Private Limited provides Management Consultancy and AdvisoryServices.

c. 100% Subsidiary Company- ICSL Consulting Private Limited

The Company is engaged in business of providing Management Consultancy relatedservices.

6. Associates:

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 including on International Affairs and Politics.

b. Greenway Advisors Private Limited

Greenway Advisors Private Limited was an Associate company wherein your Company had anequity Investment of 50%. The said investment was sold during the year and the companyceased to be an Associate company of your Company.

c. Borrelli Walsh India Private Limited

Greenway Advisors Private Limited (erstwhile Associate company) in pursuance of TermSheet executed with Borrelli Walsh Limited a Company incorporated in Hong Kong promoteda company by the name of Borrelli Walsh India Private Limited which was to take upbusiness of providing services in the area of business and operational reviewsstabilising companies in crisis through restructuring underperforming business linesadvising clients on improving Company's performance and assist the Board of Directors ofcompanies with conduct of its distressed affairs and establish the options available tocompanies and their stakeholders.

The aforesaid Term Sheet was terminated on 21.11.2020 as mutually agreed betweenBorrelli Walsh Limited and Greenway Advisors Private Limited and Borrelli Walsh Limitedhas since gifted its entire shareholding in Borrelli Walsh India Private Limited to ICSLConsulting Private Limited.

The investment of Greenway Advisors Private Limited in Borrelli Walsh India PrivateLimited was transferred to ICSL Consulting Private Limited (an associate of your Company)prior to disinvestment of investment of your Company in Greenway Advisors Private Limited.

d. 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.

e. BTG Global Advisory

Your Company in association with other overseas professional organizations engaged innear like services had promoted BTG Global Advisory (BTGGA) a Company limited byguarantee as a non-practicing International umbrella entity as a Private Companylimited 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

BTGGA is a multi-disciplinary organization and its members who are insolvency andrestructuring advisors turnaround and profit improvement consultants forensicinvestigators and other litigation support professionals and investment banking/M&Atransaction advisors amongst other specialists offer a broad range of professionalsservices to provide practical and enterprise solutions to business problems.

Your Company has nominated Mr. Sajeve Deora one of its Directors as a director onthe Board of Directors of BTGGA. Your Company's has guaranteed an amount of UK Pound 1 incase of dissolution of BTG Global Advisory.

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 nos.4 and 5 of the Standalone auditedaccounts.

8. 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.

9. Fixed Deposits:

Your Company has not accepted any fixed deposits during the year.

10. Directors:

Ms. Kalpana Shukla director retires by rotation at the annual general meeting andbeing eligible has offered herself for reappointment.

11. Declaration from Independent Directors:

Your Company has received necessary declarations from each Independent Directorconfirming that they meet the criteria of independence as prescribed both under theprovisions of Section 149(7) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.

12. Meetings:

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 six (6) Board Meetings and Four (4) Audit CommitteeMeetings were convened and held the details of which are provided in the CorporateGovernance Report which forms part of the Annual Report. The intervening gap between twoBoard Meetings was within the period prescribed under the Companies Act 2013.

13. Committees:

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 is as under:

S.No. Name of the Committee Chairman Members
Mr. Sajeve Bhushan Deora
1 Audit Committee Mr. Sandeep Chandra Mr. Khushvinder Singhal
Mr. Suresh Chander Kapur Mr. Khushvinder Singhal
Mr. Sandeep Chandra
Nomination and Mr. Suresh Chander Kapur Mr. Khushvinder Singhal
3 Remuneration Committee Mr. Sandeep Chandra
Mr. Khushvinder Singhal
4 Investment Committee Mi. Sandeep Chandia Ms. Kalpana Shukla

14. Key Managerial Personnel (KMPs):

Pursuant to section 203 of the Companies Act 2013. Key Managerial Personnel (KMPs) areto be mandatorily appointed by every company belonging to such class or classes ofcompanies as may be prescribed in the section. Following are the persons holding office aswhole-time key managerial personnel of your Company as at March 31 2021.

a. Mr. Lakshay Prakash was appointed by the Board of Directors as Company Secretary inits meeting held on July 31 2020 who is also the Compliance Officer.

b. Mr. Sarthak Gera was appointed as Chief Executive Officer by the Board of Directorsof the Company in meeting held on June 11 2021.

c. Mr. Vivek Jain resigned as Chief Financial Officer of the Company.

d. Mr. Anil Kumar Tiwari was appointed by the Board of Directors of the Company asChief Financial Officer in its meeting held on July 09 2021.

15. 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 have beenfollowed 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 31 2021 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 'going concern'basis;

v. The Directors have laid down Internal Financial Controls to be followed by theCompany and such Internal Financial Controls are adequate and are operating effectively;and

vi. The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and such system are adequate and operating effectively.

16. Related Party Transactions:

All related party transactions that were entered into during the financial year were inthe ordinary course of business. There were no material significant related partytransactions which were transacted by your Company with any of the Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interests of your Company.

All Related Party Transactions were placed before the Audit Committee and the Board andhave been approved.

The Policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company. Disclosure of particular of contacts/arrangements entered into bythe Company with related parties is attached as "Annexure A"

17. Re-classification of Shareholding of Promoters

Your Company had received intimations dated June 21 2020 from Mr. Brijinder BhushanDeora Mrs. Jai Rani Deora Mr. Rajeev Kumar Deora and Mr. Arun Deora and Mr. AmbarishChatterjee shareholders of the Company for their reclassification from "Promoterand Promoter Group" category to "Public" category in terms of provisions ofRegulation 31A of Securities and Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulations 2015. The Board of Directors of your Company it'smeeting held on July 31 2020 had approved the aforementioned reclassification of abovepersons from the "Promoter and Promoter Group" category to "Public"category. The matter was placed before the shareholders in an Extra-Ordinary GeneralMeeting (EGM) held on December 17 2020 and was approved.

Your Company had made an Application to BSE on January 05 2021 for seekingreclassification from "Promoter and Promoter Group" category to"Public" category under the aforementioned provisions (Application).

Mr. Brijinder Bhushan Deora Promoter of the Company unconditionally withdrew hisletter dated June 21 2020 for seeking reclassification from "Promoter and PromoterGroup" category to "Public" category on March 26 2021 and intimationabout the same was given to BSE Limited on the same day. The matter was noted by the Boardof Directors of the Company in their meeting held on April 15 2021.

A Memorandum of Settlement had been executed between family members of the DeoraFamily also comprising members desirous of declassification and holding 9.008 % of theshareholding of the "Promoter and Promoter Group" in terms whereof Mrs. JaiRani Deora Mr. Rajeev Deora and Mr. Arun Deora have confirmed amongst others that theyshall not exercise any control over the affairs of the Company directly or indirectly orhave any special rights with respect to the Company through formal or informalarrangements or be represented on the Board of Directors of the Company or act as a keymanagerial personnel of the Company.

The Application filed by your Company with BSE Limited is under review.

18. 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.

19. Auditors:

19.1 Statutory Auditors:

Members of the Company at the AGM held on 30th September 2019 approvedthe appointment of M/s Sandeep Varshney & Associates Chartered Accountants (FirmRegistration No. 0513271C) as the statutory auditor of the Company from the conclusion ofTwenty Sixth Annual General Meeting till the conclusion of Thirty first Annual GeneralMeeting of the Company to be held in year 2024.

Sandeep Varshney & Associates Chartered Accountants continue to hold office asauditors of your Company.

19.2 Internal Audit:

Pursuant to provisions of Section 138 of the Companies Act 2013 your Company hadappointed Ms. Charu Arora as an Internal Auditor of the Company. Ms. Charu Arora resignedfrom such office during the year.

Mr. V Keshri & Associates Chartered Accountants has been appointed by the Boardof Directors as Internal Auditor of the Company.

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.

19.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Gunjan Singh Company Secretary in Practice to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is attached as ''Annexure B".

19.4 Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the SecuritiesExchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations2015 Gunjan Singh Company Secretaries have certified that none of the Directors on theBoard of your Company for the Financial year ended March 31 2021 have been debarred ordisqualified from being appointed or continuing as Director of Companies by theSecurities and Exchange Board of India Ministry of Corporate Affairs or any such otherstatutory authority.

The aforesaid Certificate is attached as "Annexure C".

20. Memberships of the Company:

Your Company continues to hold memberships in (a) The Institute of Internal Auditors(IIA):

The IIA is the internal audit profession's global voice recognized authorityacknowledged leader chief advocate and principal educator.

(b) Indo German Chamber of Commerce (IGCC): IGCC has established India-Desks topromote and facilitate business contacts in various bi-national Chambers of Commerceabroad different Chambers of Commerce & Industry in Germany and also has onerepresentative in Brussels.

21. 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 Auditor 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.

22. Extract of Annual Return

The extract of the Annual Return in form MGT-9 for the year ended March 31 2021 isavailable on the website of the Company www.raas.co.in/investors relations/Annual Return.

23. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company has been prepared in accordancewith applicable Accounting Standards (IND-AS) issued by the Institute of CharteredAccountants of India and forms part of this Annual Report.

Form AOC-1 Statements containing salient features of financial statement ofsubsidiaries/associates companies/joint ventures are annexed as "Annexure D".

24. Energy Conservation Technology Absorption and Foreign Exchange Earnings andOutgo:

Your Company is engaged in the business of providing services and consumption of energyand energy resources is limited to use of electricity. Your Company is conscious of theneed to conserve energy resources and has adequate measures in place to conserve suchresources.

There is no technology absorption made by your Company during the year under report.

Foreign Exchange Earnings and Outgo: Rs.
Foreign Exchange Earned NIL
Foreign Exchange Used NIL

25. 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.

26. Internal Control System:

The Company's internal control systems is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The Company's internal control is commensuratewith the size nature and operations of the Company.

27. Annual Report available on Website:

The Annual Report of your Company for the year 2020-21 is available for viewing on yourCompany's website at www.raas.co.in.

27. Compliance of the applicable Secretarial Standards:

The Company has complied with the applicable Secretarial Standards.

28. Acknowledgement:

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

Date: 09.07.2021
Place: New Delhi
Sajeve Bhushan Deora Suresh Chander Kapur
DIN: 00003305 DIN: 00742765
Director Director

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