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Integra Telecommunication & Software Ltd.

BSE: 536868 Sector: IT
NSE: N.A. ISIN Code: INE256F01019
BSE 09:09 | 26 Oct 52.25 0.30
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NSE 05:30 | 01 Jan Integra Telecommunication & Software Ltd
OPEN 52.25
PREVIOUS CLOSE 51.95
VOLUME 1850
52-Week high 70.90
52-Week low 23.50
P/E 31.67
Mkt Cap.(Rs cr) 55
Buy Price 52.25
Buy Qty 255.00
Sell Price 52.90
Sell Qty 395.00
OPEN 52.25
CLOSE 51.95
VOLUME 1850
52-Week high 70.90
52-Week low 23.50
P/E 31.67
Mkt Cap.(Rs cr) 55
Buy Price 52.25
Buy Qty 255.00
Sell Price 52.90
Sell Qty 395.00

Integra Telecommunication & Software Ltd. (INTEGRATELE) - Auditors Report

Company auditors report

TO THE MEMBERS OF

INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED Report on theStandalone Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of IntegraTelecommunication & Software Limited ('the company') which comprise the Balance Sheetas at March 31 2020 the Statement of Profit and Loss including the statement of othercomprehensive income the Cash flow statement and the Statement of change in Equity forthe year then ended and a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us except for the effects of the matter described in the Basis forQualified Opinion section of our report the aforesaid Ind AS financial statements givethe information required by the Companies Act 2013 (the 'Act') in the manner so requiredand give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March2020 and its profit /(loss) (including Other Comprehensive Income) its changes in equityand its cash flows for the year ended on that date.

Basis for Qualified Opinion

a) The company has granted interest free unsecured loan in earlieryears to Mr. Chimman Lal Agarwal who is promoter KMP and relative of the Directors. Theamount of loan outstanding on 31st March 2020 Rs. 2200000/- (Rs 27400000/-for the year ended on 31st March 2019). In respect of this unsecured interestfree loan the Company has not furnished any agreement and in absence of that the termsof repayment chargeability of interest and other terms are not verifiable.

b) The company has granted interest free unsecured loan in earlieryears to CRA Infotech Private Limited. The amount of loan outstanding on 31stMarch 2020 Rs 58810000/- (Rs 59400000/- for the year ended on 31st March2019). The purpose of loan repayment schedule and other terms are not known. In theabsence of agreement it cannot be verified. We were explained that directors and KMPs whoretired during the year from the auditee Company have not submitted MBP-1 as a result ofthat MBP- 4 is incomplete. It cannot be verified whether the borrower company was relatedparty or not to the directors and KMPs who retired during the year from the auditeeCompany.

c) The parties to whom interest free unsecured loan was granted inearlier years have invested in the shares of the auditee company. M/s CRA InfotechPrivate Limited holds 12.26 percent equity of the auditee company as on 31stMarch 2020 (12.78 percent equity as on 31st March 2019) and Mr. Chimman LalAgarwal holds 8.52 percent equity as on 31st March 2020 (15.69 percent equityas on 31st March 2019). In the absence of purpose of the loan we cannot comment whether itis in contravention or conformity with the provisions of section 67 of the CompaniesAct2013.

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of the Ind ASfinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our qualified opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent year. These matters were addressed in the context of our audit of the Ind ASfinancial statements and in forming our opinion thereon and we do not provide a separateopinion except the matters described in the Basis for Qualified Opinion section.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards ("Ind AS") notified under Section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended from time totime.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Ind AS financial statements the Board of Directors isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process. Auditor's Responsibilities for the audit of theStandalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the IndAS financial statements as a whole are free from material misstatement whether due tofraud or error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of theStandalone financial statements

whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

b) Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

d) Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

e) Evaluate the overall presentation structure and content of theStandalone financial statements including the disclosures and whether the Standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.

As required by section 143 (3) of the Act we report that:

a) We have sought and obtained all the information and explanationsexcept for the matter described in the Basis for Qualified Opinion paragraph above whichto the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the effects of the matters described in the Basis forQualified Opinion paragraph above in our opinion proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of thosebooks;

c) The Balance Sheet and the Statement of Profit and Loss includingother comprehensive income the Cash Flow statement and the statement of changes in equitydealt with by this Report are in agreement with the books of account;

d) Except for the effects of the matters described in the Basis forQualified Opinion paragraph above in our opinion the aforesaid Ind AS financialstatements comply with the Accounting Standards specified under section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 Companies (Indian AccountingStandards) Rules 2015 as amended from time to time;

e) On the basis of written representations received from the directorsas on March 31 2020 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 from being appointed as a director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company does not have any pending litigations which would impactits financial position;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

For S. Agarwal & Co.
Chartered Accountants
FRN:000808N
B. S. Chaudhary
Place: New Delhi (Partner)
Date: 31-07-2020 M. No. 406200
UDIN:20406200AAAAAJ3214

"Annexure A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the financial statements of the Company for theyear ended March 31 2020:

1) The Company has maintained proper records showing full particulars includingquantitative details and The property plants and equipment have been physically verifiedby the management at reasonable interval and no material discrepancies between the booksrecords and the physical property plants and equipment have been noticed.

2) As explained to us and according to the information given to us theCompany is not carrying any inventory during the year.

3) In our opinion and according to the information and explanationsgiven to us the Company has not granted any loan during the year secured or unsecured tocompanies firms LLP or other parties covered in the registered maintained under Section189 of the Companies Act 2013.

a) The Company has an outstanding balance of interest free unsecuredloan of Rs. 2200000 /- due from Mr. Chimman Lal Agarwal and Rs. 58810/000/- CRAInfotech Private Limited which was granted in earlier years and outstanding as on31-03-2020. This interest free loan is prejudicial to the interest of the company.

b) According to the information and explanations given to us theschedule of repayment of principal amount and payment of interest in respect of loangranted in earlier financial years has not been stipulated between the Company and therelated parties listed in the register maintained under section 189 of the Companies Act2013 and hence we are not able to comment upon the regularity of repayments.

c) The amount of unsecured interest free loan due from parties coveredin the register maintained under section 189 of the Companies Act 2013 was granted inearlier years. In the absence of schedule of repayment of principal and interest thereonwe are unable to comment upon whether any amount is overdue for more than ninety days andwhether any steps for recovery have been taken by the Company.

4) In our opinion and according to the information and explanationsgiven to us the loans granted during the year were in conformity with the provisions ofsection 185 & 186 of the Companies Act 2013. There are no investments guarantees andsecurities granted during the year in respect of which provisions of section 185 & 186of the Companies Act 2013 are applicable. The loans granted in earlier years were incontravention of provisions of section 185 & 186 of the Companies Act 2013.

Non- compliance of section 186

Name of Party Amount Involved Balance as at 31/03/2020
Loan given at rate of interest lower than Mr. Chimman Lal Agarwal 27400000 2200000
prescribed CRA Infotech Private Limited 59400000 58810000

5) The Company has not accepted any deposits from the public within themeanings of section 73 to 76 of the Act and the rules framed thereunder to the extentnotified.

6) As informed to us the maintenance of Cost Records has not beenspecified by the Central Government under sub-section (1) of Section 148 of the Act inrespect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on thebasis of our examination of the books of account and records the Company has beengenerally regular in depositing undisputed statutory dues including Provident FundEmployees State Insurance Income-Tax Goods and Service Tax Duty of Customs Cess andany other statutory dues with the appropriate authorities. According to the informationand explanations given to us no undisputed amounts payable in respect of the above werein arrears as at March 31 2020 for a period of more than six months from the date theybecome payable.

(b) According to the information and explanation given to us there areno dues of income tax

Goods and Service Tax duty of customs outstanding on account of anydispute.

8) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans. The Company has nottaken any loan either from financial institutions or from the government and has notissued any debentures.

9) Based upon the audit procedures performed and the information andexplanations given by the management the company has not raised moneys by way of initialpublic offer or further public offer including debt instruments and term Loans during theyear.

10) Based upon the audit procedures performed and the information andexplanations given to us by the management we report that no fraud by the Company or onthe company by its officers or employees has been noticed or reported during the Period.

11) Based upon the audit and the information and explanations given bythe management the company has paid/provided for managerial remuneration which is incompliance with the provisions of Section 197 read with Schedule V of the Companies Act2013

12) In our opinion the Company is not a Nidhi Company. Therefore theprovisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion all transactions with the related parties are incompliance with section 177 and 188 of Companies Act 2013 and the details have beendisclosed in the Financial Statements as required by the applicable accounting standards(Ind AS 24).

14) Based upon the audit procedures performed and the information andexplanations given by the management the company has not made preferential allotment orprivate placement of shares partly convertible debentures during the Period under review.

15) Based upon the audit procedures performed and the information andexplanations given by the management the company has not entered into any non-cashtransactions with directors or persons connected with him.

16) In our opinion the company is not required to be registered undersection 45 IA of the Reserve Bank of India Act 1934.

For S. Agarwal & Co.
Chartered Accountants
FRN:000808N
B. S. Chaudhary
Place: New Delhi (Partner)
Date: 31-07-2020 M. No. 406200
UDIN:20406200AAAAAJ3214

"Annexure B" to the Independent Auditors' Report

(Referred to in paragraph 2(f) of the independent auditor's report ofeven date on the financial statements

of the company for the year ended March 31 2020.)

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act").

We have audited the internal financial controls over financialreporting of Integra Telecommunication & Software Limited ("the Company") asof March 31 2020 in conjunction with our audit of the financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company are responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the "Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting" (the "Guidance Note") issued by the Institute ofChartered Accountants of India ("ICAI"). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the 'Guidance Note') and the Standards on Auditing to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India and deemed to be prescribed under section 143(10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls

over financial reporting assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditors'judgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisation ofmanagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2020 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For S. Agarwal & Co.
Chartered Accountants
FRN:000808N
B. S. Chaudhary
Place: New Delhi (Partner)
Date: 31-07-2020 M. No. 406200
UDIN:20406200AAAAAJ3214

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