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Integra Telecommunication & Software Ltd.

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Jan 29, 16:00
25.90 0.50 (1.97%)
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80
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Integra Telecommunication & Software is not listed on NSE

Annual Report

For Year :
2015 2014 2013

Director’s Report

Dear Members, The Directors are pleased to present the 30th Annual Report of the Company together with the Financial Statements for the year ended 31st March 2015. Financial Highlights The Company''s financial performance, for the year ended March 31,2015 is summarized below:- Particulars 2014-2015 2013-2014 (Rs.) (Rs.) Sales & Other Income 93794119.14 93787089.10 Profit before Depreciation 490347.62 2456309.89 Less :Depreciation & Amortization 6622192.00 7416506.00 Profit/(Loss) Before Taxation (6131844.38) (4960196.11) Less : Taxation - - Profit/(Loss) after Taxation (6131844.38) (4960196.11) Less: Tax for Earlier year - (7000) Add : Profit Brought Forward from Previous Year 3071184.60 8038380.71 Balance Carried to Balance Sheet (3060659.78) 3071184.60 Working Results During the year under review, total income of the Company was Rs. 93794119.14 as against Rs. 93787089.10 in previous year ended 31st March, 2014. Net loss increased to Rs. 6131844.38 as against Rs. 4960196.11 in the preceding year. Your company suffering from loss due to low order received from clients and adverse market conditions. Your Directors are putting in their best efforts to improve the performance of the Company. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report. Future Outlook In the current year, the business of the Company is likely to improve due to better market condition, technological advancements/ improvement in the economy particularly in the IT Sector. Moreover, the company is diversifying into other related business areas where business potential is much more. Dividend Your Director has not recommended any dividend for this financial year due to losses. Reserves No amount has been transferred in reserves during the current financial year. Deposits The company has not accepted any deposits from the public during the year under report. Directors and Key Managerial Personnel During the financial year Mrs. Sonia Goyal, Company Secretary of the Company tender her resignation vide letter dated October 17th, 2014, board accepted it w.e.f 1st November, 2014 and appreciates for her services towards the organization. In accordance with the provisions of the Companies Act, 2013 Mrs. Rashmee Agrawal, Managing Director, (DIN No. 01663761) retire by rotation and being eligible offer herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her re- appointment. The Board places on record its deep appreciation for the valuable contribution made by her during his tenure as Managing Director of the Company. The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange. The Company have devised adequate Policy for performance evaluation of Independent Directors, Board & Committees members and other individual Directors, which includes criteria for performance evaluation of all directors. Their roles, rights & responsibilities are put up on the website under code of conduct and Code of fair disclosure. Statutory Auditors The term of your Company Auditors M/s. Sarika & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company. The Board recommends their Appointment Company for two years in the ensuing AGM subject to ratification by shareholders at every Annual General Meeting. The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments. Secretarial Auditor The Board has appointed M/s R. Shaw & Associates, Practising Company Secretary as per Section 204 of Companies Act, 2014 to conduct Secretarial Audit of financial year 2014-15. The Secretarial Audit Report for the year under review has been annexed as Annexure I .The Secretarial Audit report does not contain any qualification/adverse remark except that Mr. Jibachh Jha ( already working with the Company from last 2 years as Head( Accounts & Finance)/ CFO as per listing agreement ) was designated as CFO as required by Section 204 of Companies Act, 2013 in the Board meeting held on September 3, 2014. Human Resources 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 its employees. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The Company has no activities relating to conservation of energy or technology absorption. 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 board meeting as per section 173 of Companies Act, 2013. It had five Board Meetings dated 20.05.2014, 05.08.2014, 03.09.2014, 20.10.2014, 10.02.2015 and the gap between two is not greater than 120 days. For further details refer the Corporate Governance Report. Audit Committee The Audit Committee comprises 3 directors as Mr. Ashok Kumar Juneja ( Independent Director), Mr. Biswanath Patnaik ( Independent Director) and Mr. Nikhil Agrawal ( Non- Executive Director). There were 4 committee meeting held during the reporting period and all the recommendations made by the Audit Committee were accepted by the Board. Nomination and Remuneration Committee As per section 178 of Companies Act, 2013 nomination and remuneration Committee comprises three non-executive directors Mr. Biswanath Patnaik ( Independent Director) Mr. Ashok Kumar Juneja ( Independent Director) and Mr. Nikhil Agrawal ( Non- Executive Director). The committee works with entire Board to determine the appropriate skills, expertness, experience, remuneration required for board as a whole and for Individual members and their remuneration based on their calibre. Contracts or arrangements with related parties There has been no contract or arrangements entered into by the Company with any related party referred to in sub-section (1) of section 188 of the Companies Act, 2013. Directors Responsibility Statement Pursuant to the Section 134 of the Companies Act 2013, Your Directors confirm that: (i) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31/03/2015; (iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 the Management and that such internal financial controls are adequate and are operating effectively; and (vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Material changes/commitments affecting the financial position, occurred after end of the financial year till date of report No material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report of Board like settlement of any tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. Corporate Governance The Company has been practicing good Corporate Governance over a period of time and lays emphasis on transparency, accountability and integrity. Company confirm to the code of corporate governance as stipulated under the Listing Agreement which is also published on the website of the Company. A report on Corporate Governance along with a Certificate of Auditors, M/s Sarika & Co., Chartered Accountants, confirming, compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report . Management Discussion and Analysis Report Management Discussion and Analysis Report, as required by clause 49 of listing agreement, form part of the Annual Report. Corporate Social Responsibility We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, our employees and society. That is how we define our corporate responsibility (CR). But as per section 135 of the Companies Act, 2013 your Company is out of the preview of this responsibility. Internal Financial Controls Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures. As per requirement of Section 138 of Companies Act, 2013, M/s Nidhi Sharma & Company, Chartered Accountant being Internal Auditor of the Company placed their report for the financial year 2014-15, which does not contain any qualification/adverse remark. Details of unclaimed Share Certificates In accordance with the requirements of the Clause 5A of the Listing Agreement, shares remaining unclaimed even after 3 reminders have to be transferred and held in a separate demat account. As per the information provided by the Registrars and Transfer Agent, No share remained unclaimed at the end of the year. Vigil Mechanism The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. Subsidiary/Joint Ventures/Associate Companies Your company does not have any Subsidiary/Joint Ventures/Associate Companies. Risk Management During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors review these procedures periodically.The Company''s management systems, organisational structures, processes, standards, code of conduct and behaviours together form a complete and effective Risk Management 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 Annexure II. General Disclosure Your Directors state that no disclosure or reporting is required in respect of the following 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 the Companies Act, 2013. (ii) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. (iii) There was no issue of shares (including sweat equity shares) to employees of the Company 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 Whole-time Directors of the Company received any remuneration or commission during the year under review, Hence, no ratio of remuneration is applicable as required in Clause (12) of Section 197 of Companies act, 2013. During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 197(12) read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. (vi) There has been no loan, guarantee, investment made during the current financial year under section 186 (vii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. (viii) Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Acknowledgement Your Directors would like to express their sincere appreciation for the support and co-operation received from Company''s bankers, investors, vendors, customers , government authorities and business association during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company to move closer towards achieving its corporate objectives. By Order of the Board For Integra Telecommunication & Software Ltd. Sd/- Sd/- Nikhil Agrawal Rashmee Agrawal Place: New Delhi Director Director Date: 19th June, DIN : 02763328 DIN : 01663761 2015

Director’s Report