Your Directors are pleased to present the 32nd Annual Report on the business andoperations of the Company together with the Financial Statements for the year ended 31stMarch 2017.
The Company's financial performance for the year ended 31st March 2017 is summarizedbelow:-
| ||2016-2017 ||2015-2016 |
|Particulars || || |
| ||(Rs.) ||(Rs.) |
|Sales & Other Income ||29390.00 ||227613.00 |
|Profit/ (Loss) before Depreciation ||(1308865.34) ||(3667613.36) |
|Less :Depreciation & amortization ||0.00 ||854374.00 |
|Profit/(Loss) Before Taxation ||(1308865.34) ||(4521987.36) |
|Less : Taxation ||0.00 ||0.00 |
|Profit/(Loss) after Taxation ||(1308865.34) ||(4521987.36) |
|Depreciation/Tax earlier year ||(13222.00) ||(12141732.00) |
|Add : Profit Brought Forward from Previous Year ||(19724379.14) ||(3060659.78) |
|Balance Carried to Balance Sheet ||(21046466.48) ||(19724379.14) |
During the year under review total income of the Company was Rs. 29390.00 as againstRs. 227613.00 in previous year ended 31st March 2016 but net loss was only Rs. 1308865.34as against Rs. 4521987.36 in the preceding year. Your company is suffering from losses dueto adverse market conditions.
The operational performance of the Company has been comprehensively covered in theManagement Discussion and Analysis Report.
The business of the Company in the current year is not likely to improve due to toughmarket conditions and low working capital.
Your Director has not recommended any dividend for this financial year due to losses.
Transfer to Reserves
No amount has been transferred in reserves during the current financial year.
The company has not accepted any deposits from the public during the year under report.
Directors and Key Managerial Personnel
During the year Miss. Shiwani Sharma has resigned as Company Secretary w.e.f 10thJanuary 2017 and shri C. L. Agrawal has joined as company secretary.
In accordance with the provisions of the Companies Act 2013 Mrs. Rashmee AgrawalDirector (DIN:01663761) retire by rotation and being eligible offer himself forre-appointment at the ensuing Annual General Meeting. The Board recommends hisre-appointment. The Board places on record its deep appreciation for the valuablecontribution made by him during his tenure as Director of the Company.
The Company has received declarations from both the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 agreement with the Bombay Stock Exchange.
The performance evaluation was carried out through a structured evaluation process toevaluate the performance of Individual Directors including the Chairperson of the Board.They were evaluated on parameters such as their education knowledge experienceexpertise skills behaviour leadership qualities independence of judgement decisionmaking ability for safeguarding the interest of the company stakeholders and itsshareholders. Their roles rights & responsibilities are put up on the website undercode of conduct and code of fair disclosure. The Board was satisfied with the evaluationprocess and the results thereof.
The term of your Company Auditors M/s. Sarika & Co. Chartered Accountantsexpires at the ensuing Annual General Meeting and being eligible they have expressedtheir willingness to be appointed as Statutory Auditors of the company. The Boardrecommends ratification of their Appointment for one year in the ensuing AGM.
The Auditors observations and the relevant notes on the Accounts are self-explanatoryand therefore do not call for further comments.
The Board has appointed M/s D. Arora & Company Practising Company Secretary asper Section 204 of Companies Act 2014 to conduct Secretarial Audit of financial year2016-17. The Secretarial Audit Report for the year under review has been annexed asAnnexure I .The Secretarial Audit report does not contain any qualification/adverseremark.
Your Directors wish to place on record their deep appreciation for its human Resources.The Company continues to place tremendous importance on overall development of all itsemployees.
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
The Company has no activities relating to conservation of energy or technologyabsorption. There is no foreign exchange earnings and outgo during the year.
Meetings of Board
During the period under review Your company have complied the requirement of boardmeeting as per section 173 of Companies Act 2013. It had five Board Meetings dated09.05.2016 14.06.2016 27.07.2016 20.10.2016 06.02.2017 and the gap between two is notgreater than 120 days. For further details refer the Corporate Governance Report.
The Audit Committee comprises 3 directors as Mr. Ashok Kumar Juneja (IndependentDirector) Mr. Biswanath Patnaik ( Independent Director) and Mr. Nikhil Agrawal ( Non-Executive Director). There were 5 committee meetings held during the reporting period andall the recommendations made by the Audit Committee were accepted by the Board. For moredetails consider the Corporate Governance Report.
Nomination and Remuneration Committee
As per section 178 of Companies Act 2013 Nomination and Remuneration Committeecomprises three non-executive directors Mr. Biswanath Patnaik ( Independent Director) Mr.Ashok Kumar Juneja ( Independent Director) and Mr. Nikhil Agrawal ( Non- ExecutiveDirector). There was 1 committee meeting held during the reporting period.
The committee works with entire Board to determine the appropriate skills expertnessexperience remuneration required for board as a whole and for Individual members andtheir remuneration based on their calibre. For further details refer the CorporateGovernance Report.
Share Transfer -Cum- shareholders Grievance Committee
Share Transfer -Cum- shareholders Grievance Committee comprise of three directors Mr.Biswanath Patnaik (Independent Director) as Chairman Mr. Ashok Kumar Juneja ( IndependentDirector) and Mrs. Rashmee Agrawal ( Executive Director). There was 1 committee meetingheld during the reporting period. For more details refer the Corporate Governance Report.
Separate Meeting of Independent Directors
The Company's Independent Directors held their meeting on 6th February 2017 withoutthe attendance of Non Independent Directors and members of the management. All independentdirectors were present at the meeting they:-
i) Reviewed the performance of non independent directors and the board as a whole;
ii) Reviewed the performance of the chairperson of the company taking into the accountthe views of all the other director;
iii) Assessed the quality and timeliness of flow of information between the companymanagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties.
Details of unclaimed Share Certificates
In accordance with the requirements of the Regulation 39 of SEBI ( Listing Obligationsand Disclosure Requirements) Regulations 2015 shares remaining unclaimed even after 3reminders have to be transferred and held in a separate demat account. As per theinformation provided by the Registrars and Transfer Agent No share remained unclaimed atthe end of the year.
Related Party Transactions
During the year the Company has not entered into any contract/arrangement /transactions with any related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013.
Directors Responsibility Statement
In terms of the provisions of Section 134(3)(c) of the Companies Act 2013 and to thebest of their knowledge and belief your Directors confirm that:
(i) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(ii) Appropriate accounting policies have been followed consistently and judgments weremade that were reasonable and prudent so as to give a true and fair view of state ofaffairs and profit of the company for the year ended on 31/03/2017;
(iii) Proper and sufficient care has been taken to maintain adequate accounting recordsfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) The Accounts have been prepared on a going concern basis;
(v) The Directors have laid down internal financial controls to be followed by theManagement and that such internal financial controls are adequate and are operatingeffectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Material changes/commitments affecting the financial position occurred after end ofthe financial year till date of report
No material changes have been occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report of Board likesettlement of any tax liabilities depression in market value of investments institutionof cases by or against the company sale or purchase of capital assets or destruction ofany assets etc.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed SEBI ( Listing Obligations and Disclosure Requirements)Regulations 2015. We are practicing good Corporate Governance over a period of time andlays emphasis on transparency accountability and integrity.
A report on Corporate Governance along with a Certificate of Auditors M/s Sarika &Co. Chartered Accountants confirming compliance of conditions of Corporate Governanceas stipulated under Schedule V (E) of the SEBI ( Listing Obligations and DisclosuresRequirements) Regulations 2015 form part of the Annual Report .
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required by Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 form part of theAnnual Report.
Corporate Social Responsibility
W e view responsible conduct as a necessary input for long term business success. Weaccept responsibility for our business our employees and society. That is how we defineour corporate responsibility (CR). But as per section 135 of the Companies Act 2013 yourcompany is out of the preview of this responsibility.
Internal Financial Controls
Your company has in place adequate internal financial control systems combined withdelegation of power and periodical review of the process and financial statements. Thecontrol system is also supported by internal checking and management reviews withdocumented policies and procedures. As per requirement of Section 138 of Companies Act2013 M/s Nidhi Sharma & Company Chartered Accountant being Internal Auditor of theCompany placed their report for the financial year 2016-17 which does not contain anyqualification/adverse remark.
Vigil Mechanism/Whistle Blower Policy
The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force.Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone line or a letter to the Chairman of Audit Committee as the case may be accordingto Vigil Mechanism/Whistle Blower Policy of the company.
Subsidiary/Joint Ventures/Associate Companies
Your company does not have any Subsidiary/Joint Ventures/Associate Companies.
During the year your Directors have an adequate risk management infrastructure inplace capable of addressing those risks. The company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives. The Audit Committee and the Board of Directors review these proceduresperiodically.The Company's management systems organisational structures processesstandards code of conduct and behaviours together form a complete and effective RiskManagement System (RMS).
Extract of the Annual Return
The extract of the annual return as prescribed under Companies Act 2013 i.e. Form No.MGT - 9 shall form part of the Board's report is separately annexed herewith as AnnexureII.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
(i) There are no deposits details relating to deposits covered under Chapter V of theCompanies Act 2013.
(ii) There was no issue of equity shares with differential rights as to dividendvoting or otherwise.
(iii) There was no issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
(iv) No Change in the nature of the business of the company took place during the year.
(v) Neither the Managing Director nor the W hole-time Directors of the Company receivedany remuneration or commission during the year under review Hence no ratio ofremuneration is applicable as required in Clause (12) of Section 197 of Companies act2013.
During the financial year under review none of the Company's employees was in receiptof remuneration as prescribed under section 197(12) read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014.
(vii) There has been no loan guarantee investment made during the current financialyear under section 186.
(viii) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
(ix) Your Directors further state that during the year under review no cases werefiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors take this opportunity to place their sincere appreciation for theassistance and co-operation received from Company's bankers investors vendors customers government authorities and business association during the year. The Board would alsolike to once again place on record their appreciation to the employees at all levels whothrough their dedication co-operation and support have enabled the Company to move closertowards achieving its corporate objectives.
| || ||By Order of the Board |
| ||For Integra Telecommunication & Software Ltd. || |
| ||Sd/- ||Sd/- |
|Place: New Delhi ||Nikhil Agrawal ||Rashmee Agrawal |
|Date: 31st August 2017 ||DIN : 02763328 ||DIN : 01663761 |