Integra Telecommunication & Software Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 34th Annual Report on the business and operations of your Company along with the Annual Audited Financial Statements for the financial year ended31st March, 2019.

Financial Summary of the Company

The performance of the Company for the financial year ended on 31st March, 2019 is summarized below:

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Income (Gross) 4,10,000 2,38,280
Expenditure 11,85,094 1,009,245
Profit/(Loss) before Exceptional and extraordinary (7,75,094) (7,70,965)
Items and tax
Less:- Tax Expense
- Current Tax/Mat - -
- Deferred Tax Adjustment-Cr/Dr) - -
- Tax Adjustments for Earlier Year
Profit after Tax (7,75,094) (7,70,965)

Dividend

Our Directors intend to plough back available resources for the financial requirements and express their inability to recommend any dividend for the financial year

Reserves.

The Company has not transferred any amount from the statement of profit and loss to general reserve during the year under review as company has suffered loss during the year.

Brief description of the Companys working during the year

The fiscal year 2019 was a period of relative stability. During the year under review, your Company incurred loss of Rs. 7,75,094.04/- before tax as against loss of Rs. 7,70,965.50/- before tax in the preceding financial year.

Change in the nature of business

The Company is engaged in the business of Computer Hardware and Software.

Significant & Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

Details of Subsidiary/Joint Venture/ Associate Companies

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

The Company has no subsidiaries, associates and joint venture companies so this point is not applicable on the Company.

Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143 other than those which are Reportable to The Central Government

Auditors have not reported any frauds during the year under review.

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, 1975.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act 2013

The details of Loan or Guarantee or made Investment, if any, under Section 186 is annexed as Note- 5 in Financial Statement.

Particulars of Contracts or Arrangements with Related Parties

There were no transactions entered in between the related parties as per Section 188 of the Companies Act, 2013.

Share Capital

A. Increase in Authorised Share Capital and Preferential Allotment of Shares

During the year under review, there is no change in Authorised Capital of the Company. B. Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required as per rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014

C. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

D. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014

E. Provision of money by Company for purchase of its own share by employees or by trustee for the benefit of employees

Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014

Extract of the Annual Return

The extract of the Annual Return in Form No.MGT – 9 as per Section 92 of the Companies Act 2013 is annexed as Annexure ‘B.

Directors and Key Managerial Personnel

A: Declaration by an Independent Director(s) and re-appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

B: Resignation and Appointment of Company Secretary

Mr. Chimman Lal Agrawal has resigned from the post of Company Secretary and Compliance Officer w.e.f 19.06.2019.

Number of Meetings of the Board of Directors

The Board of Directors consisted of Four Directors including two Independent Directors during the period under review.

During the period ended 31st March, 2019, 6 (Six) Board Meetings were held on 15.05.2018, 14.06.2018, 07.08.2018, 31.08.2018, 3.11.2018, 30.01.2019.

Management Discussions and Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report in compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure ‘C. Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you-"the Shareholders". The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good Corporate Governance. Besides adhering to the prescribed Corporate Governance practices as per SEBI (LODR) Regulations 2015, the Company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest.

The Corporate Governance Report of the Company is annexed to this report as Annexure-‘D.

Audit Committee

The Company has an Audit Committee comprising Mr. Bishwanath Patnaik, Chairperson (Non Executive & Independent Director), Mr. Nikhil Agrawal (Non Executive & Non Independent Director) and Mrs. Rajrani Aggarwal (Non Executive Director & Independent Director). The terms of reference of the Audit Committee, interalia, include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors.

Due to Resignation of Mr. Nikhil Agarwal, Mrs. Rajrani Aggarwal and Mr. Bishwanath Patnaik Board has reconstituted Audit Committee w.e.f 15th July, 2019.

The Reconstituted Committee consist of Mr. Shardul Ranade, Chairperson (Additional Independent Director & Non Executive), Mr. Jitendra Balkrishna Bhoir (Additional Independent Director & Non Executive) and Mrs. Anagha Mahesh Bhoir (Additional Director, Non Executive)

Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. This policy is has been uploaded on the website of the Company- www.integratelesoftware.com

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee of Directors. The Committee comprises of Mr. Bishwanath Patnaik, Chairperson (Non Executive & Independent Director), Mr. Nikhil Agrawal (Non Executive & Non Independent Director) and Mrs. Rajrani Aggarwal (Non Executive Director & Independent Director).

Due to Resignation of Mr. Nikhil Agarwal, Mrs. Rajrani Aggarwal and Mr. Bishwanath Patnaik Board has reconstituted Nomination and Remuneration Committee w.e.f 15th July, 2019.

The Reconstituted Committee consist of Mr. Shardul Ranade, Chairperson (Additional Independent Director & Non Executive), Mr. Jitendra Balkrishna Bhoir (Additional Independent Director & Non Executive) and Mrs. Anagha Mahesh Bhoir (Additional Director, Non Executive).

The Committees scope of work includes identifying the persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and carry out evaluation of every directors performance, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees. The nomination and remuneration policy is annexed marked Annexure ‘D.

Stakeholder Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors. The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressal of shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, non receipt of declared dividends, etc. During the year, nil complaints were received from investors in respect of share transfers.

The Committee comprises of Mr. Bishwanath Patnaik, Chairperson (Non Executive & Independent Director), Mr. Nikhil Agrawal (Non Executive & Non Independent Director) and Mrs. Rajrani Aggarwal (Non Executive Director & Independent Director).

Due to Resignation of Mr. Nikhil Agarwal, Mrs. Rajrani Aggarwal and Mr. Bishwanath Patnaik Board has reconstituted Nomination and Remuneration Committee w.e.f 15th July, 2019.

The Reconstituted Committee consist of Mr. Shardul Ranade, Chairperson (Additional Independent Director & Non Executive), Mr. Jitendra Balkrishna Bhoir (Additional Independent Director & Non Executive) and Mrs. Anagha Mahesh Bhoir (Additional Director, Non Executive).

Auditors

(i) Statutory Auditors

M/s.S. Agarwal & co., Chartered Accountants, who was appointed in casual vacancy as Statutory Auditors shall hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit

Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 139 (1) of the said Act

(ii) Secretarial Auditors

M/s. V Kumar and Associates, Company Secretaries (COP No.:10438, FCS: 8976), are the Secretarial Auditors of the Company to undertake the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013.

Auditors Report

All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self explanatory and no qualifications, reservations or adverse remarks have been made by the Statutory Auditors in the said Report.

Secretarial Audit Report

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Report as Annexure- E. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Shifting of Registered Office

During the year under review, the Company has not shifted its registered office.

But on 16th July, 2019 Company has shifted its Registered Office from 108/9, Kishan Garh Village, Vasant Kunj, Delhi-110070 to 123, Vinobapuri, Lajpat Nagar-II, New Delhi-110024.

The Board has also approved Opening of Corporate Office of the Company at 610/611, Nirmal Galaxy Avior, L.B.S Road, Near Johnson & Johnson, Mulund (West), Mumbai-400080 w.e.f 16th July, 2019.

Corporate Social Responsibility

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the company itself in an environment partnership for inclusive development.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:

A Conservation of energy

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 are not applicable.

B Technology absorption

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 Technology absorption are not applicable.

C Foreign exchange earnings and outgo

There has been no expenditure and/or earning in foreign exchange.

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. However during the year under review or any part thereof, the company did not employ any person with remuneration falling within the purview as prescribed under the rule.

Details in Respect of Adequacy of Internal Financial Controls with reference to the Financial Statement

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(a) Familiarity with Policies and Procedures – the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly. (b) Accountability of Transactions – There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction. (c) Accuracy & Completeness of Financial Statements/ Reports – For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively used. (d) Retention and Filing of Base Documents – All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized. (e) Segregation of Duties – It is ensured that no person handles all the aspects of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels. (f) Timeliness – It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend declared and paid in past years, the provisions of Section 125 of the Companies Act, 2013, do not apply.

Information Required under Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013

Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensure complete anonymity and confidentiality of information.

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 Board of Directors and Audit Committee review these procedures periodically.

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 :- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. ii. 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. iii. 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. iv. The Directors have prepared the annual accounts on a going concern basis. v. 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. vi. 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.

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

By order of the Board
For Integra Telecommunication and Software
Limited
Place: Delhi
Date:29/08/2019 SD/- SD/-
Jeet Shah Rajen Ramaswamy Narayan Iyer
Director and CFO Managing Director
DIN: 03498884 DIN: 03045662
Address: 501/502, Address: 1304, Spring Hill,
Carlye Bldg Hiranandani, Estate Patlipada
Raheja Gardens, L.B.S G.B Road, Thane West-400607
Marg,
Thane-400604