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Integrated Capital Services Ltd.

BSE: 539149 Sector: Financials
NSE: N.A. ISIN Code: INE682B01023
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NSE 05:30 | 01 Jan Integrated Capital Services Ltd
OPEN 2.67
PREVIOUS CLOSE 2.67
VOLUME 10
52-Week high 4.96
52-Week low 2.26
P/E 267.00
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.67
Sell Qty 142.00
OPEN 2.67
CLOSE 2.67
VOLUME 10
52-Week high 4.96
52-Week low 2.26
P/E 267.00
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.67
Sell Qty 142.00

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 Fifth (25th) AnnualReport together with the audited financial statements of your Company for the year endedMarch 31 2018.

1. Financial Results:

The financial performance of your Company for the year ended March 31 2018 issummarized below:

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Income from Operation 188.79 206.15 247.72 255.54
Other Income 38.32 117.75 22.77 118.01
Depreciation 3.83 3.46 20.08 18.43
Profit before tax 78.57 141.38 79.74 161.68
Current Tax 31.17 42.41 31.97 45.79
Deferred Tax (4.84) (4.45) (0.52) (2.55)
Excess provisions for tax written off (1.41) 0 (1.42) 0
Profit after tax 53.65 103.42 50.47 118.44

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. 188.79 as against Rs. 206.15 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.

3. Dividend:

The Board of Directors has decided not to declare dividend on equity shareholders ofthe Company with a view to maintain and increase the reserves of your Company.

Dividend of Rs. 1435000 (Rupees Fourteen Lakh Thirty Five Thousand Only) is proposedto be paid to Preference Shareholders for the period from October 01 2016 to September30 2017 on the outstanding 205000 preference shares at the face value of Rs. 100/- eachaggregating to of Rs. 205000000/- (Rs. Two Crore Five Lakh Only).

4. Share Capital:

The paid up Equity Share Capital as at March 31 2018 was Rs 566.50 Lacs which includes205000 7% Cumulative Non Convertible and Redeemable Preference Shares of Rs. 100.00each at par

During the year under review the Company did not issue any further capital.

During the year under review your Company redeemed 45000 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.

Equity Shares of your Company are listed at Bombay Stock Exchange.

Preference Shares of the Company are not listed on any Stock Exchange.

5. 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 flow 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 (GIPL)

Green Infra Profiles Private Limited provides advisory services for management ofassets.

c) 100% Subsidiary Company- BTG IP Services Private Limited (BTGIP)

Your Company has promoted a wholly owned subsidiary BTG IP Services Private Limitedto exclusively provide service and advice to clients under the provisions of theInsolvency and Bankruptcy Code 2016.

BTG IP Services Private Limited incorporated on 9th day August 2017.

6. 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 incommercial transactions.

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.

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. 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. Re-appointments:

As per the provisions of the Companies Act 2013 Mr. Brijinder Bhushan Deora (DIN:00004942) Director of the Company will retire at the ensuing AGM and being eligibleseek re-appointment. The Board recommends their reappointment. retires by rotation andbeing eligible has offered himself for reappointment.

11. Declaration from Independent Directors:

Your Company has received necessary declarations from each Independent Directorsconfirming 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 ten (10) Board Meetings and seven (7) 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.

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 are as under:

S. No. Name of the Committee Chairman Members
1. Audit Committee Mr. Sandeep Chandra Mr. Sajeve Deora Ms. Alka Jain
2. Stakeholders Relationship Committee Mr. Suresh Chander Kapur Mr. Brijinder Bhushan Deora Mr. Sandeep Chandra
3. Nomination and Remuneration Committee Mr. Suresh Chander Kapur Mr. Brijinder Bhushan Deora Mr. Sandeep Chandra
4. Investment Committee Mr. Brijinder Bhushan Deora Mr. Sandeep Chandra Ms. Alka Jain

14. Key Managerial Person (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 of companies as may beprescribed in the section. Following are the persons holding office as whole-time keymanagerial personnel of your Company as at March 31 2018:

Chief Financial Officer (CFO): Mr. Bhavesh Chadha appointed as CFO with effect fromJuly 20 2017 elevating from the office of General Manager.

(*Mr. Sanjay Agrawal resigned from the said office as on July 20 2017.)

Company Secretary (CS): Ms. Shivani Arora appointed as Company Secretary (MembershipNo.: F9693) and Compliance Officer of the Company with effect from July 20 2017.

(*Ms. Preeti Gupta resigned from the said office with effect from July 19 2017).

Your Company is looking for suitable candidate to be appointed as Managing Director orChief Executive Officer or Manager and in their absence a whole time director in termsof the provisions of section 203 (i) of the Companies Act 2013.

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 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 31 2018 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.

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 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.

17. 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 explained in the Corporate GovernanceReport and have also been posted on the website of the Company.

18. Auditors:

18.1 Statutory Auditors:

The Company's Auditors M/s KR & Co. Chartered Accountants (Firm Registration No.025217N) expresses unwillingness to be reappointed in ensuing AGM. Your Company proposedto appoint M/s Sandeep Varshney & Associates Chartered Accountants (Firm RegistrationNo. 0513271C) New Delhi who have confirmed that they are eligible for appointment to thesaid office. As required under Regulation 33 of SEBI (Listing Obligations and Disclosuresrequirements) Regulations 2015 the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

18.2 Internal Audit:

Pursuant to provisions of Section 138 of the Companies Act 2013 your Company hasappointed Mr. Lakshay Prakash Company Secretary as Internal Auditor of the Company. Tomaintain objectivity and independence the Internal Auditor reports to the Chairman of theAudit 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.

18.3 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 hasappointed Mr. Ambarish Chatterjee (Certificate of Practice No: 1655) Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis attached as “Annexure A".

19. 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. Generally members of theInstitute render services in areas of internal auditing risk management governanceinternal control information technology audit education and security; (b) Indo GermanChamber of Commerce (IGCC): IGCC has established India-Desks to promote and facilitatebusiness contacts in various bi-national Chambers of Commerce abroad different Chambersof Commerce & Industry in Germany and also has one representative in Brussels. Tofacilitate and develop better business contacts in India it has appointed 17 honoraryrepresentatives in other towns and cities of the subcontinent.

20. 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.

21. 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.

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

22. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo:

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 95008
Foreign Exchange Used NIL

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9 as per theprovisions of the Companies Act 2013 and rules thereto is annexed to this report. Extractof Annual Return is annexed as "Annexure C".

24. 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.

25. 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

Place: New Delhi
Date: July 17 2018 Sajeve Deora Brijinder Bhushan Deora
(Director) (Director)
DIN:00003305 DIN:00004942