integrated capital services ltd Directors report

To

The Members,

Integrated Capital Services Limited

The Directors take pleasure in presenting the Thirtieth (30^th) Annual Report together with the audited financial statements of your Company for the year ended March 31, 2023.

1. Financial Results:

The financial performance of your Company for the year ended March 31, 2023 is summarized below:

(Rs. in Lakhs)

	Standalone		Consolidated
Financial Year	2022-23	2021-22	2022-23	2021-22
Income from Operation	5.20	38.65	159.34	75.10
Other Income	28.59	23.76	10.02	4.52
Employees benefit expenses	12.96	15.52	19.10	20.44
Finance costs	0.009	13.52	0.009	13.52
Depreciation	2.88	3.56	17.94	19.09
Other expenses	200.2	542.41	42.22	577.34
Profit before tax	(2.07)	(512.60)	90.09	(550.78)
Current Tax	0	5.04	9.09	6.00
Deferred Tax	0.49	(94.62)	6.79	(105.14)
Excess provisions for tax written back	-	-	-	-
Profit/ (Loss) after tax	(2.56)	(423.02)	74.22	(451.64)
Other Comprehensive Income/(Loss) brought forward	-	613.80	-	687.19
Share in profit/(loss) of associates	-	-	0.08	0.66
Reversal of Net Profit/(Loss) recognized earlier due to re-valuation	-	-	-	(8.72)
Total Comprehensive Income/ (Loss) carried forward	(2.56)	190.78	74.30	227.49

The financial performance of your Company is expected to improve during the financial year 2023-24.

2. Transfer to Reserves:

During the year under review, the Board does not propose to transfer any amount to reserves.

3. Dividend:

The Board of Directors of your Company have not recommended any dividend for the year under review.

4. Results of Operations:

The main objects to be perused by the Company were amended in September 2018 to pursue the objective of carrying on business of, amongst others, providing advisory services on distressed assets, insolvency and bankruptcy and providing support services to Insolvency Professionals. The Company is preparing application to be filed with the Insolvency and Bankruptcy Board of India (IBBI) for registration as an Insolvency Professional Entity (IPE) and shall commence business after obtaining such registration.

RAAS Consulting Private Limited is a wholly owned subsidiary company of the Company which is engaged in the business of providing advisory and consulting services in matters of insolvency and corporate laws.

Green Infra Profiles Private Limited is a wholly owned subsidiary company of the Company which is engaged in providing consulting services in matters of financial accounting, income tax and company law.

ICSL Consulting Private Limited is a wholly owned subsidiary company of the Company which is engaged in the business of providing services in matters of tax return and corporate law filings.

Borrelli Walsh India Private Limited is a wholly owned subsidiary company of ICSL Consulting Private Limited and a step down subsidiary company of the Company. The Company has rendered consulting services in respect of corporate structuring.

5. Material changes affecting the financial position of your Company which have occurred between the end of the financial year and the date of this Report:

There has been no material change which has affected the financial position of your Company between the end of the financial year and the date of this Report. There has been no change in the nature of the business of the Company.

6. Share Capital:

The Authorized Share Capital of your Company is Rs. 10,30,00,000/- (Rupees Ten Crore Thirty Lakh only) divided into 4,30,00,000 equity shares of Re. 1.00 each and 6,00,000, 7% Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100.00 each.

The paid up Share Capital of your Company as at March 31, 2023 was Rs. 5,60,84,000 (Rupees Five Crore Sixty Lakh Eighty Four Thousand Only) comprising of 3,55,84,000 fully paid equity shares of Re. 1.00 each and 2,05,000 7% Cumulative, Non-Convertible and Redeemable Preference Shares of Rs. 100.00 each.

Equity Shares of your Company are listed on BSE Limited.

Preference Shares of your Company are not listed on any Stock Exchange and are not due for redemption.

7. Subsidiary Companies:

a. 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS)

RAAS Consulting Private Limited provides services in areas of advisory and remote accounting and support, on an outsourced basis, to clients within and outside India. RAAS has successfully developed processes for systematic remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with applicable accounting standards. RAAS also provides expert advice in the areas of business and law.

b. 100% Subsidiary Company - Green Infra Profiles Private Limited (GIPL)

Green Infra Profiles Private Limited provides advisory services for management consultancy and advisory services.

c. 100% Subsidiary Company- ICSL Consulting Private Limited

The Company is engaged in business of providing Management Consultancy related services.

d. Borrelli Walsh India Private Limited - 100% Subsidiary Company of ICSL Consulting Private limited

Borrelli Walsh India Private Limited (BWI) is a Step-down subsidiary of Integrated Capital Services Limited. 100% equity of BWI is held by ICSL Consulting Private Limited (Wholly owned subsidiary of Integrated Capital Services Limited).

The Company is engaged in business of providing financial consultancy and Management Consultancy related services.

Mr. Anil Kumar Tiwari, was appointed as an additional Director of Borrelli Walsh India Private Limited with effect from 31.10.2022 as per the provisions of Section 153 of Companies Act, 2013 read with rules made thereunder.

Mr. Jason Aleksander Kardachi (DIN 07632180) resigned on February 28, 2023 from office of Director of the Company.

Mr. Cossimo Borrelli (DIN 07632181) resigned on February 28, 2023 from office of Director of the Company.

8. Associates:

a. KW Publishers Private Limited

KW Publishers Private Limited is a joint venture and your Company holds 40% equity of KW Publishers Private Limited.

KW Publishers Private Limited is engaged in business of publishing and distribution of books primarily on International Affairs and Politics.

KW Publishers Private Limited filed application to ROC for conversion of Private Limited Company to Limited Liability Partnership (LLP).

b. Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. with 50% equity participation.

Sun Links Limited provides consulting services for commercial transactions.

c. BTG Global Advisory

The Company has along with certain other professional services firms and companies in 9 (Nine) other countries, promoted a company limited by guarantee in the U.K. with the name BTG Global Advisory Ltd. (BTGA) which is a non-practicing umbrella entity, to (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) creating a frame work for progressing joint pitching opportunities. The Company has nominated one of its Directors as a director on the Board of Directors of BTGA. The Companys guarantee is UK Pound 1.

9. Particulars of Loans, Guarantees And Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note Nos. 4 and 5 of the Standalone audited accounts.

10. Managements Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

11. Deposits:

Your Company has not accepted any deposits during the year under review.

12. Directors:

The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015

Ms. Kalpana Shukla (DIN: 00259156), director, retires by rotation at the annual general meeting and, being eligible, has offered herself for reappointment.

13. Declaration from Independent Directors:

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

14. Meetings:

A calendar of Meetings of the Board of Directors of your Company is prepared and circulated in advance to the Directors.

During the year under report, Four (4) Board Meetings, Four(4) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings, 2 (Two) Stakeholders Relationship Committee, were convened. The details of the meetings are provided in the Corporate Governance Report which forms part of the Annual Report. The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

15. Committees:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted amongst members of the Board. The present composition of the various committees is as under:

S. No. Name of the Committee	Chairman	Members
1. Audit Committee	Mr. Sandeep Chandra	Mr. Sajeve Bhushan Deora Mr. Khushvinder Singhal
2. Stakeholders Relationship Committee	Mr. Suresh ChanderKapur	Mr. Khushvinder Singhal Mr. Sandeep Chandra
3. Nomination and Remuneration Committee	Mr. Suresh ChanderKapur	Mr. Khushvinder Singhal Mr. Sandeep Chandra
4. Investment Committee	Mr. Sandeep Chandra	Mr.Khushvinder Singhal Ms. Kalpana Shukla

6. Key Managerial Personnel (KMPs):

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section.

Following are the persons holding office as whole-time key managerial personnel of your Company as at March 31, 2023.

a. Mr. Sarthak Gera - Chief Executive Officer (up-to 31.12.2022).

b. Mr. Anil Kumar Tiwari - Chief Financial Officer (up-to 30.06.2023).

c. Mr. Servejeet Singh - Company Secretary & Compliance Officer (w.e.f. 15.07.2022).

d. Mr. Anil Kumar Tiwari- Chief Executive Officer (w.e.f. 30.06.2023).

e. Mr. Din Bandhu Singh - Chief Financial Officer(w.e.f. 30.06.2023).

Mr. Anil Kumar Tiwari, Chief Financial Officer of the Company, was elevated as the Chief Executive Officer of the Company with effect from 30.06.2023.

Mr. Din Bandhu Singh was appointed as the Chief Financial Officer of the Company with effect from 30.06.2023.

Mr. Sarthak Gera resigned as the Chief Executive Officer of the Company with effect from 31.12.2022.

Mr. Servejeet Singh has submitted resignation from the office of Company Secretary & Compliance Officer of the Company which shall be effective from 25.08.2023.

Mr. Vinod Singh has been appointed as Company Secretary & Compliance Officer of the Company, which appointment shall be effective from 26.08.2023.

17. Performance Evaluation of the Board, Committees and Directors:

The Board in consultation with the Nomination and Remuneration Committee annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including Independent Directors. As an evaluation methodology, the Board may use any method(s) as it may deem appropriate in order to assess the Board/committees effectiveness and Directors performance. Some of the indicators/criteria based on which the Independent Directors are evaluated are personal qualities and substantial business/ professional experience, stature in society, ability and willingness to devote time.

Pursuant to the provisions of the Companies Act, 2013, and the provisions of the Securities Exchange Board of India (Companies Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of its Committees.

18. Directors Responsibility Statement:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

ii. The Directors had 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 as at March 31, 2023 and of the loss incurred during the year;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts of the Company on a going concern basis;

v. The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with provisions of all applicable laws and such system are adequate and operating effectively.

19. Related Party Transactions:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved.

The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company. Disclosure of particular of contacts/arrangements entered into by the Company with related parties is attached as "Annexure A"

20. Vigil Mechanism/Whistle Blower Policy:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

21. Auditors:

21.1 Statutory Auditors:

M/s Sandeep Varshney & Associates, Chartered Accountants (Firm Registration No. 0513271C) have intimated that they are not eligible to hold office after the ensuring Annual General Meeting of the Company.

Pursuant to discussions with Dhana & Associates, Chartered Accountants (Firm Registration No. 510525C), who had expressed their willingness to be appointed to the said office and that the appointment, if made, would be within the limits provided under the Companies Act, 2013, it is proposed to appoint them as Statutory Auditor of the Company for a period of 5 (Five) years starting with conclusion of the ensuring Annual General Meeting of the Company and up-to conclusion of the 35^th Annual General Meeting of the Company.

The Independent Audit Report on Standalone & Consolidated IND-AS Financial Statements of the Company as at and for the year ended March 31, 2023 issued by Sandeep Varshney & Associates, Chartered Accountants (Firm Registration No. 0513271C), do not contain any qualification, reservation or adverse remark.

During the year 2023, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

21.2 Internal Audit:

The internal audit of Company is being carried out by M/s Ajay Gulati & Co., Chartered Accountants (Firm Registration No. 022752C), Internal Auditor of the Company.

The Internal Auditor examines and evaluates the efficacy and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company and its subsidiaries. The observations of the Internal Auditor in their report are discussed by the management of your Company on basis whereof corrective action is taken. Significant observations and corrective actions taken for the same are discussed by the Audit

21.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed DR Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as "Annexure B".

21.4 Certificate of Non-Disqualification of Directors:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015, Mr. Rajesh Lakhanpal, Practising Company Secretary, has certified that none of the Directors on the Board of the Company for the Financial year ended 31^st March, 2023 have been debarred or disqualified during the financial year ended March 31, 2023.

The aforesaid Certificate is attached as "Annexure C".

22. Memberships of the Company:

Your Company continues to hold memberships in (a) The Institute of Internal Auditors (NA):The IIA is the internal audit professions global voice, recognized authority, acknowledged leader, chief advocate and principal educator. (b) Indo-German Chamber of Commerce (IGCC): IGCC has established India-Desks to promote and facilitate business contacts in various bi-national Chambers of Commerce abroad, different Chambers of Commerce & Industry in Germany and also has one representative in Brussels.

23. Business Cooperation Agreement:

Your Company has a Business Cooperation Agreement with Aurum Equity Partners, LLP (Aurum), Advisors in Restructuring and Corporate Strategic Advisory.

24. Corporate Governance:

Your Company is committed to maintain highest standards of Corporate Governance. The requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices are adhered to by the management of your Company. The Report on Corporate Governance, as per the clauses of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms part of the Annual Report.

The requisite Certificate issued by the Statutory Auditor of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) forms part of this Annual Report.

As per Regulation 15(2) of the LODR Regulations, the provisions of Regulation 27(2) of the said Regulations regarding Corporate Governance requirements are not applicable to the Company.

25. Extract of Annual Return

The extract of the Annual Return for the year ended March 31, 2022 is available on the website of the Company www. raas.co.in/investors relations/Annual Return and return for the year ended March 31, 2023, will be available on the aforementioned website of the Company.

26. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company has been prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Form AOC-1 Statements containing salient features of financial statement of subsidiaries/associates companies/joint ventures are annexed as "Annexure D".

27. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Your Company is engaged in the business of providing services and consumption of energy and energy resources is limited to use of electricity. Your Company is conscious of the need to conserve energy resources and has adequate measures in place to conserve such resources. "Annexure E"

There is no technology absorption made by your Company during the year under report.

Foreign Exchange Earnings and Outgo:	Rs.
Foreign Exchange Earned	NIL
Foreign Exchange Used	NIL

28. Particulars of Employees:

There is no employee who was employed throughout the year or who was employed for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particular of Employees Amendment) Rules 2004.

29. Internal Control System:

The Companys internal control systems is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The Companys internal control is commensurate with the size, nature and operations of the Company.

30. Annual Report available on Website:

The Annual Report of your Company, on Standalone basis and on Consolidated basis, for the year 2022-23 is available for viewing on your Companys website at www.raas.co.in.

31. Compliance of the applicable Secretarial Standards:

The Company has complied with the applicable Secretarial Standards.

32. Significant Material Orders passed by the Regulators / Courts / Tribunal impacting the going concern status and Companys operations in future:

No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

33. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to your Company.

34. Statement indicating development and implementation of risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company:

The risk assessment and minimization procedures are in place and the Audit Committee of the Board is regularly informed about the business risks, if any, and the steps taken to mitigate the same.

35. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the year under review there was no application made by or against the Company in respect of any proceedings under the Insolvency and Bankruptcy Code, 2016 and that no such proceedings are pending.

36. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Your Company has no transaction or event which is covered by loan taken and one time settlement of such loan resolved with the Banks or Financial Institutions.

37. Acknowledgement:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.

	For and on behalf of the Board of Directors
Date: 11.08.2023	Sajeve Bhushan Deora	Suresh Chander Kapur
Place: New Delhi	DIN:00003305	DIN:00742765
	Director	Director