Dear Members,
Your directors have pleasure in presenting their 37th Annual
Report together with the Audited Accounts of the Integra Telecommunication and Software
Limited (ITSL or Company) for the period ended 31st March, 2022.
Financial Highlights
The performance of the Company for the financial year ended on 31st
March, 2022 is summarized below:
(Amount in Rs.)
| Particulars |
Year ended 31/03/2022 |
Year ended 31/03/2021 |
| Income (Gross) |
1,16,16,881.99 |
1,60,95,999.99 |
| Expenditure |
38,56,333.58 |
26,83,279.64 |
| Profit/(Loss) before Exceptional and extraordinary Items and
tax |
77,60,548.41 |
1,34,12,720.35 |
| Tax Expense |
|
|
| - Current Tax |
(8,60,000) |
|
| - Deferred Tax |
(654) |
(1,683) |
| Profit after Tax |
68,99,894.41 |
1,34,14,403.35 |
State of the Companys Affairs
Your Company has achieved a gross revenue of Rs. 1,16,16,881.99 in the
Financial Year 2021-22 compared to Rs. 1,60,95,999.99/- in the previous Financial Year
2021-22. The company is expected to maintain higher growth trend as from previous year.
The Standalone Financial Statements of the Company for the Financial
Year 2021-22 has been in accordance with the Indian Accounting Standards (Ind AS) as
notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Nature of Business
The Company is engaged in the business of Computer Hardware and
Software. The Management is looking for various avenues for entering into different
technology enabled sectors and in process to create a sustainable business model, which
can benefit both Company and Promoter Company at the same time.
Reserves
In order to conserve the resources, the Directors have decided to
retain and had not transferred any amount from profit and loss to General Reserve for the
financial year 2021-22.
Dividend
With a view to conserve resources for funding any future business
requirements and expansion plans, the Directors have not recommended any dividend for the
financial year 2021-22.
Unpaid Dividend & IEPF
The Company has not transferred any amount to the Investor Education
& Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
Material Changes and Commitments
No material changes and commitment affecting the financial position of
the company have occurred between the end of the financial year to which these financial
statements relate and the date of this report.
Public Deposits
During the year under review, the Company has not accepted any deposit
under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014.
During the year, the Company has borrowed following amount from
Directors to meet working capital requirements:
|
|
|
(Amount In Rs.) |
| Sr No Name of Director |
Relation |
2021-22 |
2020-21 |
| 1. Ramaswamy Narayan Iyer |
Director |
5,78,000 |
0 |
| 2. Jeet Rajen Shah |
Director |
4,76,800 |
1,11,800 |
Further, the directors and their relatives confirmed to the Company
that the amount given are out of own funds.
Particulars of Loans, Guarantees or Investments Under Section 186 of
the Companies Act 2013
The details of Loan or Guarantee or made Investments covered under
Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statement.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Company is not engaged in any manufacturing or processing activity, as
such particulars required to be given in terms of Section 134(3)(m) of the Companies Act,
2013 read with Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, regarding conservation of energy and technology absorption are not
applicable to the Company. There were no foreign exchange earnings and outgo during the
Financial Year 2021-22.
Details of Holding/Subsidiary/Joint Venture/ Associate Companies
During the year under review, the Company has no Subsidiary/Joint
Venture/ Associate Company.
Further, Micro Logistics India Private Limited were considered as
holding Company up to 28th September, 2021.
Directors and Key Managerial Personnel
1. Appointment & Cessation of Directors:
During the year under review, following changes have taken effect:
a. Mr. Mahesh Mahadeo Raut (DIN: 09370217) was appointed as Additional
Director w.e.f 27th October, 2021 and regularized as Independent Director at 36th
Annual general meeting.
b) Mr. Jitendra Bhoir (DIN: 06594423) resigned from his position w.e.f.
14th December, 2021.
c) Mr. Shardul Ranade (DIN: 09370217) resigned from his position w.e.f.
25th February 2022.
d) Mr. Tejas Arun Mahajan (DIN: 09548781) was appointed as Additional
Director w.e.f. 29th March, 2022 and will be regularized in Upcoming AGM
2. Appointment and Cessation of KMPs
During the year under review, following changes have taken effect:
a) Ms. Arpita Chowdhury, Company Secretary resigned from her Position
w.e.f. 18th June, 2021
b) Mr. Nishant Behlani was appointed as Company Secretary w.e.f. 27th
September, 2021
Meetings
1. Meeting of Board of Directors
Meetings of the Board of Directors are scheduled at regular intervals
with the intervening gap between the two consecutive meetings did not exceed one hundred
and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015
Details of the meetings and attendance of the Board of Directors held
during the Financial Year 2021-22 are disclosed in Corporate Governance Section which form
part of Annual Report.
2. Committees of the Board
Currently, the Company has three committees:
a. Audit Committee,
b. Nomination and Remuneration Committee and
c. Stakeholders Relationship Committee.
The Details of the Committees along with their composition, including
number of meetings held and attendance in the meetings during the financial year 2021-22,
have been disclosed separately in the Corporate Governance Section of this Annual Report.
3. Independent Directors Meeting
As per the requirement of Schedule IV of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
Independent Director should meet at least once without the presence of NonIndependent
Directors of the Company. A meeting was held on 14th February, 2022 for the
Independent Directors review the performance of non-independent directors and the Board as
a whole and to assess the quality, quantity and timeliness of flow of information between
the company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
4. Declaration By Independent Directors
All Independent Directors of the Company have submitted the requisite
declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Companys Code of Conduct. In the opinion of the Board, all the
independent directors are persons of integrity, possesses relevant expertise and
experience.
5. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI
(LODR) Regulations 2015, annual performance evaluation is carried out for effective
evaluation of performance of the Independent Directors, Board, its committees and
individual directors. The Independent Directors without the attendance of non- independent
directors and member of the management review the performance of non-independent directors
and the Board as a whole. The performance evaluation of independent directors and
individual directors is done by the entire Board of Directors, excluding the director
being evaluated. Further evaluation of Committees is also be done by the Board of
Directors.
Auditors & Auditors Report
1. Statutory Auditors
In terms of Section 139, the Board of Director recommended
re-appointment of M/s. S. Agarwal & Co., Chartered Accountants, as Statutory Auditors
in 36th Annual general meeting of the Company held on 23 d November,
2021. Accordingly, members approved the re-appointment of Statutory Auditors to hold
office until the conclusion of 41th AGM to be held for the Financial Year
2025-26.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from the Auditors along with a certificate from them to the
effect that their appointment is in accordance with the conditions prescribed under the
Companies Act, 2013 and rules made thereunder.
2. Secretarial Auditor
As per the provisions of Section 204 of the Companies Act, 2013 MS.
Nisha Uchil, Pracitising Company Secretary was appointed as Secretarial Auditor of the
Company for the Financial Year 2021-22 as the Secretarial Auditors. The Secretarial Audit
Report for the Financial Year 2020-21 is annexed herewith as of the Directors Report.
3. Internal Auditor
Pursuant to Section 138 of the Companies Act, 2013, your Company has
appointed Mr. Rushabh Doshi, Company Secretary as Internal Auditor of the Company, to
conduct internal audit of the functions and activities of the Company to audit for the
period 2021-22.
4. Explanation to Auditors Comments
The Auditors qualification highlights issue of granting of interest
free unsecured loans in previous years. Further, it highlights the issue of lack of
documents to establish whether these transactions were in contravention or conformity with
regard provisions of Company Act 2013
The current management is taking necessary steps for recovery of loan
outstanding as on 31st March 2022; However, there is no loan agreement and
further considering that management who had extended loan is no more associated with
Company, the current management cannot comment on whether interest free unsecured loan
given in previous years were in contravention or conformity with the relevant provisions
of the Companies Act, 2013.
The Auditors Report is enclosed with the financial statements in this
Annual Report.
5. Reporting of Frauds by The Auditors
During the year, the statutory auditors have not reported to the Audit
Committee any material fraud on the Company by its officers or employees under Section
143(12) of the Companies Act, 2013, the details of which need to be provided in this
report.
6. Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is not required to maintain Cost Records under said Rules
Directors Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, with respect
to Directors Responsibility Statement, it is hereby confirmed and stated that: -
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any.
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern
basis.
5. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
6. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, extract of the Annual Return for the financial year ended 31st March,
2022 as referred in Section 92(3) in MGT-7 format on the below mentioned web-address: - www.integratelesoftware.com.
Related Party Transactions
All the contracts / arrangements / transactions entered by the Company
with the related parties during FY 2021-22 were in the ordinary course of business and on
an arms length basis and whenever required the Company has obtained necessary approval as
per the related transaction policy of the Company. Accordingly, particulars of contracts
or arrangements with related parties referred to in Section 188(1) along with the
justification for entering into such a contract or arrangement in Form AOC-2 does not form
a part of the Report. Approval for material related party transactions as required
under Regulation 23 of SEBI LODR, 2015 has been taken during the Financial Year 2020-21.
The Company formulated the policy on Materiality of Related Party
transactions and on dealing with Related Party Transactions, and the same is available at
www.integratelesoftware.com. The details of related party disclosures form part of
the notes to the Financial Statements provided in the Annual Report
Policy on Directors Appointment and Remuneration
The Companys policy states that the Board shall have an optimum
combination of Executive, Non-Executive and Independent directors with at least one-woman
director.
The Policy on appointment and remuneration of Directors as formulated
by the Nomination and Remuneration Committees states the process for nomination,
appointment and remuneration to be provided to the Directors on the basis of the
qualification, expertise and integrity and such other perspective as the Committee and the
Board may deem fit as per the provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and in the best interest of the
Company.
The details of the policy have been included in the Report on Corporate
Governance Section, forming part of the Annual Report and also the same is available in
Companys website at www.integratelesoftware.com
Risk Management Policy
The Company has put in place an enterprise-wide Risk Management
Framework with an object of timely identification of risks, assessment and evaluation of
the same in line with overall business objectives and define adequate mitigation strategy.
The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical
basis to oversee that all the critical risk areas that the organization faces have been
identified and assessed and there is an adequate risk management mechanism in place
capable of addressing those risks.
Internal Financial Control
The company has adequate internal financial control system commensurate
with the size of the company and the nature of its business. The Company has laid down
guidelines, processes and structures, which enable implementation of appropriate internal
financial controls across the organisation. Such internal financial controls encompass
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of business, including adherence to its policies, safeguarding of its assets,
prevention and detection of frauds and errors, the accuracy and completeness of accounting
records and the timely preparation of reliable financial information.
Corporate Social Responsibility
As per the provisions of Section 135 of the Companies Act, 2013 the
Company does not fall under the category for formulation of CSR Committee and Policy.
Hence the disclosure under the mentioned Section is not required.
Whistle Blower Policy
The Company has implemented whistle blower policy/vigil mechanism as
envisaged in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to enable directors and employees to report genuine
concerns related to any alleged wrongful conduct, unethical and improper events or
malpractices which may have taken place/ suspected to take place. The policy also provides
adequate safeguards against victimization of employees and directors who avail of the
vigil mechanism. Whistle Blower Policy of your Company is available on the Companys
website and can be accessed at- www.integratelesoftware.com.
Prevention of Sexual Harassment at Work Place
As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, The Company formulated the policy on Prevention of sexual harassment at
workplace. As total number employee is less than prescribed limit there is no need to
constitute Internal Complaints Committee. During the year under review, there were no
complaints pertaining to sexual harassment were reported.
Particulars of Employees
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the name and other particulars of the employees, whose
remuneration falls within the purview of the said rule, are required to be set out in the
Annexure to the Directors Report. Having regard to the provisions of the second proviso to
Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. Any member interested in
obtaining such information may address their email to info@integratelesoftware.com
Corporate Governance Report
The Corporate Governance Report along with the requisite certificate
from the statutory auditors of the Company confirming compliance with the conditions of
corporate governance as stipulated under Regulation 34 read with Schedule V of SEBI LODR,
2015 forms part of the Annual Report.
Managements Discussion and Analysis Report
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. The Management Discussion and Analysis Report for the
year, is presented in a separate section, forming part of the Annual Report.
Other Disclosures
1. Disclosure Under Section 43(A)(Ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section s43(a)(ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
2. Disclosure Under Section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 54(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
3. Disclosure Under Section 62(1)(b) of the Companies Act, 2013:
The Company has not issued equity shares under Employees Stock Option
Scheme (ESOP) during the year under review.
4. Disclosure Under Section 67(3) of the Companies Act, 2013:
During the year under review, there were no instances of non-exercising
of voting rights in respect of shares purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.
5. Secretarial Standards of ICSI
The Central Government has given approval on April 10, 2015 to the
Secretarial Standards specified by the Institute of Company Secretary of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS- 2) came into effect from 1 July 2015. The Company is in compliance with the same.
6. Significant & Material Orders
No significant and material orders were passed by any Regulator(s) or
Court(s) or Tribunal(s) which would impact the going concern status of the company.
Acknowledgement
Your directors wish to place on record and acknowledge their
appreciation for the continued support and co- operation received from Government agencies
and the shareholders. Your directors also record their appreciation for the total
dedication of employees at all levels.
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