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Integrated Financial Services Ltd.

BSE: 500212 Sector: Financials
NSE: N.A. ISIN Code: INE898B01017
BSE 00:00 | 26 Aug Integrated Financial Services Ltd
NSE 05:30 | 01 Jan Integrated Financial Services Ltd
OPEN 56.75
PREVIOUS CLOSE 56.75
VOLUME 341
52-Week high 77.60
52-Week low 56.75
P/E 1.63
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.75
CLOSE 56.75
VOLUME 341
52-Week high 77.60
52-Week low 56.75
P/E 1.63
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Integrated Financial Services Ltd. (INTEGFINSERV) - Director Report

Company director report

To

The Members of

Integrated Financial Services Limited

Your Directors have pleasure in presenting the Twenty Ninth Annual Report together withthe Audited Statement of Accounts of the company for the Financial Year ended 31stMarch 2020.

FINANCIAL RESULTS

(Rs. In Lakhs)
YEAR ENDED 31 MARCH 2020 YEAR ENDED 31 MARCH 2019
Income from Operation 416.61 453.53
Profit before Depreciation and Tax (555.82) 24.90
Depreciation - -
Profit before Tax (555.82) 24.90
Profit after Tax (638.10) (65.48)
Dividend Paid 54.00 72.00
Tax on Dividend 11.10 14.66
Transfer to General Reserve/ Retained earnings (638.10) (65.48)

OPERATIONS

The Income from Operations of the Company for the financial year 2019-20 stood atRs.416.61 Lakhs as against Rs. 453.53 Lakhs in the previous year. The profit after taxstood at Rs (638.10) Lakhs during the year under review against Rs. (65.48) Lakhs duringthe previous year.

SHARE CAPITAL

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.

DEPOSITS

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.

RESERVES

During the year under review an amount of Rs. (638.10) Lakhs have been transferred tothe General Reserve.

DIVIDEND

During the year under review your Company's operations hit by economic slowdown andreported loss therefore no dividend has been recommended by the Board of the company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with 1EPFAuthority (Accounting Audit Transfer and Refund] Rules 2016 ('the Rules') all unpaid orunclaimed dividends are required to be transferred by the Company to the IEPF establishedby the Government of India after completion of seven years. Further according to theRules the shares on which dividend has not been paid or claimed for seven consecutiveyears or more shall also be transferred to the Demat Account of the IEPF Authority.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

There is no change in the composition of Board of Directors of the Company during theFinancial Year ended 31.03.2020.

None of the Directors of the Company are 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 Whole time 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(l)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The confirmations were placed before and noted by the Board at the meeting of Board ofDirectors held on 28.05.2019 during the Financial Year 2019-20.

BOARD MEETINGS

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 2019-2020 viz.28.05.2019; 13.08.2019; 14.11.2019 and 13.02.2020. The maximum time period between the twoboard meetings did not exceed 120 days.

BOARD COMMITTEES

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 fraudsuspected fraud unethical behavior violation of any code of conduct or policy in forceand any other like matter by using the mechanism provided in the Whistle Blower Policy.The details of the said Policy are included in the Report on Corporate Governance whichforms part of the Annual Report. During the Financial Year 2019-2020 no cases under thismechanism were reported in the Company and any of its associates.

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 a welldefined 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 genera] and specific authorization.

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 authorization. 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. that 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;

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; and

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.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with schedule V of the SEB1 (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 Anncxurc-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 asAnncxure-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 Bombay Stock Exchange Limited(Scrip Code: 500212) Mumbai. The company has paid the Annual Listing fee for the yearunder review to BSE Limited.

AUDITORS AND AUDITORS REPORT

At the 26th Annual General Meeting held on Friday SO^day of September2017 the members had appointed M/s. Anuj Goyal Associates Chartered Accountants asStatutory Auditors for the financial year 2017-18 to hold office till the conclusion of31s1 Annual Genera] Meeting of the Company.

The notes on financial statements referred to in the Auditor's report areself-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 and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel] Rules 2014 the Company hasappointed M/s. Charu Sandeep & Co. Company Secretary in Practice to conduct theSecretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report as receivedfrom M/s. Charu Sandeep & Co. is appended to this report as Annexurc-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 MSE1 and Depository Participant ofNSDLand CDSLand 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 2019-20 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 notapplicable onus.

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 OUTGO

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 earnings or outgo during the year underreview.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans guarantees or investments under Sectionl86 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 on 31.03.2020.

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 & 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 Khaneja ChiefFinancial Officer pursuant to Regulation 17(8) of the Listing Regulations for theFinancial Year 2019-2020 was placed before the Board of Directors of the Company at itsmeeting held on August 31 2020 and also forms part of Report on Corporate Governance.

ACKNOWLEDGEMENTS

Your directors would like to take this opportunity to express sincere gratitude to the11DFC 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. Tire 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
Place: New Delhi Sd/-
Date: 31.08.2020 S.C. Khaneja
(DIN: 00042758)
Chairman

.