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Integra Telecommunication & Software Directors Report, Integra Telecom Reports by Directors
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Integra Telecommunication & Software

BSE: 536868|ISIN: INE256F01019|SECTOR: Computers - Software Medium & Small
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VOLUME 14
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Download Annual Report PDF Format 2017 | 2015 | 2014
Directors Report Year End : Mar '15    Mar 14
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
 
 
 
Source : Dion Global Solutions Limited
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