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Integrated Technologies Ltd.

BSE: 531889 Sector: Engineering
NSE: N.A. ISIN Code: INE882B01029
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OPEN 3.89
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VOLUME 340
52-Week high 3.89
52-Week low 3.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Integrated Technologies Ltd. (INTEGTECHNO) - Director Report

Company director report

Your Directors have pleasure in presenting the Thirty- fifth Annual Report togetherwith Audited Accounts of the Company for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Financial:
(In Rs.) (In Rs.)
Particulars 2020-21 2019-20
Profit before tax (7.12) (10.72)
Less : Deferred Tax - 2.79
Profit After tax (7.12) (7.93))
Balance profit from last year (531.16) (523.69)
Balance profit carried to balance sheet (538.28) (531.62)
Earnings per share (face value Rs. 10/-)
- Basic and Diluted before extraordinary item (in Rs.) (0.15) (0.17)
- Basic and Diluted after extraordinary item (in Rs.) (0.15) (0.17

*Previous year figures have been regrouped / rearranged wherever considered necessary.

STATUS ON THE AFFAIR OF THE COMPANY

The Company is not currently pursuing any business in view of severe limitationscreated by COVID 19 and its aftermath. The Company has not been able to implement plansfor future business. The Company presently has no liabilities and is well placed to launcha business where it has domain expertise and in keeping with the business environmentevolving from policy direction and initiatives of the Government.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during the financial year.

DIVIDEND

In view of the foregoing the Directors do not recommend any dividend for the year.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.

DIRECTORS

It is proposed to re-appoint Mr. Paramjit Singh (holding DIN: 05348473) who isretiring by rotation on the Board of Directors. The appointment forms part of the businessof the ensuing Annual General Meeting of the Company.

PROFILE OF DIRECTOR SEEKING RE-APPOINTMENT-

Name of Director Paramjit Singh
DIN 05348473
Date of Birth 28.03.1959
Relationship with other Director inter-se NIL
Date of Appointment 08.03.2019
Qualification Graduation
Expertise Administration
Directorship held in other companies NIL
Membership/Chairmanships of Committee in other Public Companies NIL
Number of shares held in the Company as on 31/03/2021 118529

KEY MANAGERIAL PERSONNEL

Mr. Rajeev Bali: Managing Director and CFO

Ms. Sneh Chauhan: Company Secretary & Compliance officer

MANAGEMENT DISCUCSSION AND ANALYSIS REPORT

Detail of Management Discussion & Analysis Repot is separately given in this AnnualReport.

DETAILS OF STOCK EXCHANGE

Shares of the Company are listed at BSE Limited P.J.Towers Dalal StreetMumbai-400001

SUBSIDARIES & JOINT VENTURE

The Company does not have any Subsidiary Company or Joint venture.

RELATIONSHIP BETWEEN DIRECTORS

None of the Directors of the Company are related with each other in any manner.

DIRECTORS' RESPONSIBILITY STATEMENT

The Company has taken the utmost care in Compliances pertaining to all statutoryrequirements and specifically financial disclosure and Financial Statements have beenmade to give a true and fair view of the state of affairs of the Company. As requiredunder Section 134 (5) and 134(3) (c). Based upon the detailed representation your Board ofDirectors confirm as under (i) That in the preparation of the Annual Accounts for thefinancial year ended 31stMarch 2021 the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures; (ii) That theDirectors had selected such Accounting Policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for the year under review; (iii) That the Directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) That theDirectors had prepared the accounts for the Financial Year ended 31st March 2021 on a‘going concern' basis. (v) Internal Financial controls have been laid down by theCompany and such financial controls were adequate and operating effectively. (vi) Thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 as per the requirement of Section 92(3)Section 134(3) (a) and Rule 11 of the Companies (Management and Administration) Rule2014 as amended from time to time has been annexed with this Board of Directors Report asAnnexure 1.

NUMBER OF BOARD MEETING

There were four meetings of the Board of Directors held during the Financial Year2020-21 Detail of each meeting of the Board of Directors are as per table below:

Date of Board Meetings
29.06.2020 14.08.2020 11.11.2020 11.02.2021

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT-

.;

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under section 143(12) of theCompanies Act 2013 including rules made thereunder

DECLARATION BY INDEPENDENT DIRECTOR

Presently the company has one independent director namely Dr. Amit Seth (DIN: 02768012)who has given declaration that he meets the criteria of independence as provided in sub-Section (7) of Section 149 of the Companies Act 2013 read with the Schedules and Rulesmade there under as well as Regulation 16(1)(b) of Listing Regulations ( including anystatutory modification(s) or re-enactment(s) for the time being in force.

DISCLOSURE IN RELATION TO VIGIL MECHANISM

The Board of Directors of the Company in their meeting held on 30.03.2015 adopted theVigil Mechanism policy in compliance of Companies Act 2013. The detail of the Policy hasbeen provided in the website of the company.

DISCLOSURE ON NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3) (e) AND SECTION 178(3)

The nomination and remuneration committee had laid down broad framework relating tonomination remuneration & evaluation policies in 2015 and has not made any changes tothe same during the year. Since the Company is inoperative there is no Committeecurrently

CORPORATE SOCIAL RESPONCIBILITY POLICY

As the Company does not meet the criteria specified in Section 135 (1) of the CompaniesAct 2013 therefore it does not require to adopt the CSR policy. However as and when theCompany in future does meet the criteria the said Committee shall be formed andappropriate Policy shall be adopted by the company as per the requirement of CompaniesAct 2013 and Rules & Regulation made there under.

EVALUATION BY BOARD OF ITS OWNPERFORMANCE ITS COMMITTEES ANDINDIVIDUAL DIRECTORS WITHREFERENCETO SECTION 134 (3) (P) OF COMPANIES ACT2013 AND RULE 8(4) OF COMPANIES (ACCOUNTS)RULES

Pursuant to the above said provisions of the Companies Act 2013the Board has carriedout an evaluation of its own performance the Directors individually as well as itsCommittees as per the criteria laid down in the Nomination Remuneration and Evaluationpolicy. Furthermore the independent director has also reviewed the performance of the non- independent directors and the Board as a whole including reviewing the performance ofthe Chairperson of the company taking into account the views of Executive Directors andNon-Executive Directors. Since the Company has only one independent Director separatemeeting provisions cannot be applied

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any loans provided guarantees or made investments under thisprovision of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION 1 OFSECTION 188

Since the Company is inoperative during the financial year 2020-21 the Company hasnot entered into any transactions with related parties as defined under Section 188(1) ofthe Companies Act 2013. The details of the related party transactions as per AS-18 areset out in Notes to the Financial Statements forming part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY BODIES / COURTS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System commensurate with the sizescale and complexity of its operations. The Audit Committee of the Company has beendelegated power to review the internal control systems and its adequacy. The AuditCommittee monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies.

AUDIT COMMITTEE

As required under section 177 of the Companies Act 2013 the Company has constituted anAudit Committee comprising of Mr. Rajeev Bali Dr. Amit Seth and Mr. Paramjit Singh. Dr.Amit Seth has been appointed the Chairman of the Committee. The primary functions of theCommittee comprises of reporting on accounting policies and procedures periodical reviewof financial results and pointing out major discrepancies if any in the resultsexamining the internal control systems and adequacy thereof. Detail of the Meeting is asper table below:

Date of Audit Committee Meetings
29.06.2020 14.08.2020 11.11.2020 11.02.2021

STAKEHOLDERS RELATIONSHIP COMMITTEE

There was no complaint received during the Financial Year 2020-21

Mr. Rajeev Bali and Mr. Paramjit Singh are members of Stakeholders RelationshipCommittee and meetings were held to deal with investor complaints as and when received.

Date of Stakeholders Relationship Meetings
29.06.2020 14.08.2020 11.11.2020 11.02.2021

AUDITORS & THEIR REPORT

1. STATUTORY AUDITORS

M/s Ajeet Jalan & Co. Chartered Accountants (Firm Registration No. 012794N) wereappointed as the Statutory Auditors of the Company for a period of 5 (five) consecutiveyears to hold office from the conclusion of the 34th Annual General Meetingtill the conclusion of 39th Annual General Meeting of the Company to examineand audit the accounts of the Company at such remuneration as decided by the Board ofDirectors of the Company with the mutual consent of the auditors.” Further inaccordance with the Companies Amendment Act 2017 enforced on 07th May 2018 bythe Ministry of Corporate Affairs the appointment of Statutory Auditors is not requiredto be ratified at every AGM hence the Company is not proposing an item on ratification ofappointment of Statutory Auditors at this 35th Annual General Meeting of theCompany There are no qualifications reservations or adverse remarks made by M/s AjeetJalan & Co. Chartered Accountants (Firm Registration No. 012794N) the StatutoryAuditors of the Company in their Report.

2. COST AUDITORS

The Company has not appointed the Cost Auditor pursuant to Section 148 of the CompaniesAct 2013 read with Companies (Cost Records and Audit) Amendment Rules 2014 since theCompany is not carrying on any production activities.

3.SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment & Remuneration of Managerial personnel) Rules 2014 the Company hasappointed S. Joshi & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company for the Financial Year 2020-21. The Report of theSecretarial Auditor is annexed herewith. The Report of the Secretarial Auditor isself-explanatory.

There are no qualifications reservations or adverse remarks made by M/s S. Joshi &Associates Company Secretaries Secretarial Auditor of the Company in their Report.

3.INTERNAL AUDITORS

The Company has appointed M/s Saurabh Vanya Sharma& Co. Chartered Accountants(Firm Reg. No. 030489N) as the Internal Auditor of the Company for the Financial Year2020-21.

There are no reservations or adverse remarks made by M/s Saurabh Vanya Sharma &Co. Chartered Accountants (Firm Reg. No. 030489N) Internal Auditor of the Company intheir report.

DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Sr. Name Designation Remuneration (Yearly)
1 SNEH CHAUHAN COMPANY SECRETARY 420000

DISCLOSURE ON NUMBER OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVEDIRECTORS

Mr. Paramjit Singh Non Executive Directors of the Company hold 118589 equity share ofthe Company.

DETAI LS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1)

No material changes or commitments which can affect the financial position of theCompany have taken place during the year under review and till the date of this Report.

NOTES TO THE ACCOUNTS ANNEXED TO THE AUDITORS' REPORT ARE SELF-EXPLANATORY AND NEED NOEXPLANATION AS THERE IS NO QUALIFYING REMARK BY THE AUDITORS.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992 asamended your Company has instituted a comprehensive Code which lays down guidelines andadvises the Directors and Employees of the Company on procedures to be followed anddisclosures to be made while dealing in securities of the Company.

DEPOSITS

The Company did not invite / accept any deposits during the year under review.

CHANGE IN SHARE CAPITAL

There is no change in the Share Capital of the Company during the financial year.

1124748 Shares of the Company's paid up Equity capital has been dematerialized andthe Balance of 3656762 are in physical form as on 31st March 2021. TheCompany's Registrar is M/s. Skyline Financial Services Pvt. Ltd. and their address isdetailed in the compliance report on the Corporate Governance forming part of this report.The Listing fee has been paid to Bombay Stock exchange for the Financial Year 2020-21.

COVID-19 IMPACT

The COVID-19 Pandemic is having a deep Impact on Indian businesses and has alreadycaused unprecedented challenges in economic activities. Further the “secondwave” of COVID-19 pandemic has further exacerbated the Global as well as the Indianeconomy whether in the organized or unorganized sectors particularly the latter andpermanently set back the country's growth prospects and GDP..

Since the Company has no operational activity currently the few existing employeesoffice-based were allowed to work from home by providing adequate assistance. The Companybelieves the COV1D - 19 is not likely to have any material impact on its financialstatements liquidity or ability to service its.

FUTURE OUTLOOK-

The medium term outlook for industry was indeed quite negative due to the GlobalPandemic that had derailed the global and Indian economy. This was further accentuated bypolicy initiatives such as demonetization hurried implantation of GST credit squeezeetc. had already resulted in a substantial slow-down of the economy impacting allinformal and organized sectors of the economy. The government's programmes and policyinitiatives with respect to “Make in India” etc. had not taken root consequentto freeze on investments by corporate-

So while the Indian economy is emerging from the pandemic at a considerable lowcumulatively as detailed above the Government has moved aggressively to revive growthemployment and industry in general while encouraging foreign investment at anunprecedented pace. Furthermore with moentisation of Government owned assets sale ofunprofitable businesses and in general cerating a much lesser restrictive investmentenvironment the out look for the future does seem encouraging should these initiativesbear fruit. The Government and its economic agencies are optimistic of India's futuregrowth from 2022 onwards and in line with that optimism ITL too looks forward tosubstantially improved business prospect in the coming year.

The electronics industry had contracted considerably and new technology induction orabsorption was missing altogether. The future as per the Company's assessment lies in AImachine learning software automotive electronics mobile communications although existingskill sets in India for implementing these are limited at present but growing with inflowof foreign investment. The Company is examining in depth possibilities for developing suchskills under the Government's “Skill India” programme where the Company hasaccess to such know-how and technology. Furthermore with the impact of the pandemicworldwide and Chinese aggression have both contributed to a unique opportunity for ourCompany as with Indian industry in general. Many companies from various affected nationssuch as USA Japan Taiwan South Korea etc. have planned to shift manufacturing out ofChina and relocate to other low cost destinations such as India as a strong possiblemanufacturing alternative destination fulfilling and securing supply chains threatened byChinese intransigence and instability arising out of international security issues.

FOREIGN EXCHANGE EARNINGS AND OUTGO The information under this head is as follows:

Foreign Currency Earnings Nil
Foreign Currency Outgo Nil
(1) Travelling (foreign) Nil
(2) Import of Machinery and Spares Parts Nil
(3) Import of raw materials Nil
(4) Consumption of raw materials Nil
(5) Fees and subscription Nil

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Currently company does not carry on any manufacturing activity hence disclosure inrespect of Conservation of energy and technology absorption is not provided in this AnnualReport. Further disclosure in respect of conservation of energy and technology absorptionwill be provided as and when company resume its manufacturing activities.

NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT OF SEBI (LODR) REGULATIONS 2015

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report is not applicable to the company.

EMPLOYEES

Information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employeesof the Company. None of the employees of the company are in receipt of remuneration inexcess of the prescribed limit. The Company does not have any employee drawing salary inexcess of limit prescribed.

DISCLOSURE REQUIREMENTS

1. The Company has conducted a familiarization programme for the Independent Directorsto provide them an opportunity to familiarize with the Company its Management and itsoperations so as to gain a clear understanding of their roles rights and responsibilitiesand contribute significantly towards the growth of the Company.

2. Policy for determining material subsidiaries of the Company is not applicable on theCompany. Hence disclosures in this regard are not provided in this Report.

3. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

4. During the year under review the Company has complied with mandatory applicableSecretarial Standards issued by Institute of Company Secretaries of India (ICSI).ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance andco-operation received from our valued shareholders during the year under review. YourDirectors wish to place on record their deep sense of appreciation for the devotedservices of Executives Staff and Workers of the Company towards the growth anddevelopment of the Company.

For and on behalf of the Board of Directors
INTEGRATED TECHNOLOGIES LIMITED
Sd/
Rajeev Bali
(Managing Director & CFO)
DIN: 00772978
Place: New Delhi
Date: 14.08.2021

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