To
The Members of
Integrated Financial Services Limited
Your Directors have pleasure in presenting the Twenty Ninth Annual Report together with
the Audited Statement of Accounts of the company for the Financial Year ended 31st
March, 2020.
FINANCIAL RESULTS
|
|
(Rs. In Lakhs) |
|
YEAR ENDED 31 MARCH, 2020 |
YEAR ENDED 31 MARCH, 2019 |
| Income from Operation |
416.61 |
453.53 |
| Profit before Depreciation and Tax |
(555.82) |
24.90 |
| Depreciation |
- |
- |
| Profit before Tax |
(555.82) |
24.90 |
| Profit after Tax |
(638.10) |
(65.48) |
| Dividend Paid |
54.00 |
72.00 |
| Tax on Dividend |
11.10 |
14.66 |
| Transfer to General Reserve/ Retained earnings |
(638.10) |
(65.48) |
OPERATIONS
The Income from Operations of the Company for the financial year 2019-20 stood at
Rs.416.61 Lakhs as against Rs. 453.53 Lakhs in the previous year. The profit after tax
stood at Rs (638.10) Lakhs during the year under review against Rs. (65.48) Lakhs during
the previous year.
SHARE CAPITAL
The Authorised Share Capital of the company stands at Rs.6,00,00,000/- (divided into
60,00,000 shares of Rs.10/- each] fully paid up. During the year under review, there has
been no change in the Authorised and Paid- up Share Capital of the company.
Your company has neither issued any shares with differential voting rights nor any
Sweat Equity shares during the year under review.
DEPOSITS
During the year under review, your company has neither accepted nor invited any deposit
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules 2014 and Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Rules and Regulations
made thereunder.
RESERVES
During the year under review, an amount of Rs. (638.10) Lakhs have been transferred to
the General Reserve.
DIVIDEND
During the year under review, your Companys operations hit by economic slowdown and
reported loss, therefore, no dividend has been recommended by the Board of the company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with 1EPF
Authority (Accounting, Audit, Transfer and Refund] Rules 2016 (the Rules), all unpaid or
unclaimed dividends are required to be transferred by the Company to the IEPF established
by the Government of India, after completion of seven years. Further, according to the
Rules, the shares on which dividend has not been paid or claimed for seven consecutive
years or more shall also be transferred to the Demat Account of the IEPF Authority.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
There is no change in the composition of Board of Directors of the Company during the
Financial Year ended 31.03.2020.
None of the Directors of the Company are disqualified from being appointed or
re-appointed as a Director as specified under section 164 of the Companies Act, 2013.
The Key Managerial Personnel of the Company are Mr. Subhash Chander Khaneja, Company
Secretary, Mr. Kunal Khaneja, CFO and Mrs. Rajni Khaneja, Whole time Director.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria
of independence as specified under Section 149(6] of the Act and that they qualify to be
Independent Directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the
requirements of Independent Director as mentioned under Regulation 16(l)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The confirmations were placed before and noted by the Board at the meeting of Board of
Directors held on 28.05.2019 during the Financial Year 2019-20.
BOARD MEETINGS
The Board meets at regular interval to discuss and decide on Companys policies and
strategy apart from other Board matters. The tentative annual calendar of the Board is
circulated in advance to facilitate the Directors to plan their schedule and to ensure
participation in the meetings. Minimum four pre-scheduled Board meetings are held
annually, the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Board of Directors met four times during the Financial Year 2019-2020 viz.,
28.05.2019; 13.08.2019; 14.11.2019 and 13.02.2020. The maximum time period between the two
board meetings did not exceed 120 days.
BOARD COMMITTEES
All the Committees of the Board of Directors are constituted in Line with the
provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015.
Details of all committees alongwith their composition, terms of reference and meetings
held during the year are provided in Corporate Governance Report forming part of the
Annual Report
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/Whistle Blower Policy to provide
appropriate avenues to the Directors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise concerns including fraud,
suspected fraud, unethical behavior, violation of any code of conduct or policy in force
and any other like matter by using the mechanism provided in the Whistle Blower Policy.
The details of the said Policy are included in the Report on Corporate Governance which
forms part of the Annual Report. During the Financial Year 2019-2020, no cases under this
mechanism were reported in the Company and any of its associates.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
The Company understands that risk evaluation and risk mitigation is a function of the
Board of the Company and the Board of Directors are fully committed to developing a sound
system for identification and mitigation of applicable risks. Your company has a well
defined Risk Management framework in place.
Further, your company has an adequate system of internal control procedures which is
commensurate with the size and nature of business. The internal control systems of the
company are monitored and periodically reviewed by the audit committee of the Board of
Directors.
Your 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. In
this regard, your Board confirms the following:
i. Systems have been laid to ensure that all transactions are executed in accordance
with managements genera] and specific authorization.
ii. Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of financial statements in conformity with Generally
Accepted Accounting Principles or any other criteria applicable to such statements, and to
maintain accountability for aspects.
iii. Access to assets is permitted only in accordance with managements general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
iv. The existing assets of the Company are verified/ checked at reasonable intervals
and appropriate action is taken with respect to differences, if any.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, it is hereby confirmed that:-
i. that in the preparation of the annual accounts, the applicable accounting standards
prescribed by the Institute of Chartered Accountants of India have been followed along
with proper explanation relating to material departures;
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 at the end of the financial year and of
the profit and loss of the company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts 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 were operating
effectively; and
vi. the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with schedule V of the SEB1 (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance
practices followed by the Company, together with a certificate from the Companys Auditors
confirming compliance is included as Anncxurc-1 to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as required
under Regulation 34 (2) and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, is given as a separate statement in the Annual Report as
Anncxure-2.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and section 134(3) of the Act read
with Rule 12 of the Companies (Management and Administration) Rules 2014, an extract of
the Annual Return in prescribed Form MGT-9 forms part of this Annual report as Annexure-3.
LISTING OF SHARES
Presently, the shares of the company are listed on the Bombay Stock Exchange Limited
(Scrip Code: 500212), Mumbai. The company has paid the Annual Listing fee for the year
under review to BSE Limited.
AUDITORS AND AUDITORS REPORT
At the 26th Annual General Meeting held on Friday, SO^day of September,
2017, the members had appointed M/s. Anuj Goyal Associates, Chartered Accountants, as
Statutory Auditors for the financial year 2017-18, to hold office till the conclusion of
31s1 Annual Genera] Meeting of the Company.
The notes on financial statements referred to in the Auditors report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204(1) of the Act, and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has
appointed M/s. Charu Sandeep & Co., Company Secretary in Practice to conduct the
Secretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report as received
from M/s. Charu Sandeep & Co. is appended to this report as Annexurc-4.
The Secretarial Auditor has not made any adverse comments or given any qualification,
reservation or adverse remarks in the Audit Report.
ASSOCIATES AND SUBSIDIARIES
During the year under review, your company has two Associate companies viz.. Integrated
Master Securities (P] Ltd. a member of NSE, BSE, MSE1 and Depository Participant of
NSDLand CDSLand Integrated Commodity Trades (P) Ltd., a member of MCX and NCDEX. However,
your company has no subsidiaries.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies act, 2013, the provisions for Corporate Social
Responsibility are not applicable to the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments 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 this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2019-20, there were no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status and Companys
operation in future.
BUSINESS RESPONSIBILIY REPORT
Business Responsibility Report in terms of Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure] Requirements, 2015 is notapplicable onus.
PARTICULARS OF EMPLOYEES
None of the employees of the company are covered under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, regarding Conservation of Energy and Technology
Absorption, and Research and Development is not furnished as the same is not applicable on
your company. There were also no foreign exchange earnings or outgo during the year under
review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees or investments under Sectionl86 of the Companies
Act 2013 are not furnished since the provisions of the section are not applicable to your
company, being a core investment company registered with Reserve Bank of India as NBFC.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis and are reviewed by the Audit Committee of the Board.
The particulars of contracts or arrangements with related parties referred to in sub
section (1) of Section 188 of the Companies Act, 2013, is given in significant accounting
policies & notes to accounts as on 31.03.2020.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There were no significant/material orders passed by the regulators or courts or
Tribunals which would impact the going concern status of the company and its future
operations.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company is committed to provide a safe & conducive work environment to its
employees and has formulated Policy for Prevention of Sexual Harassment to prohibit,
prevent or deter any acts of sexual harassment at workplace and to provide the procedure
for the redressal of complaints pertaining to sexual harassment, thereby providing a safe
and healthy work environment. During the year under review, no case of sexual harassment
was reported.
CEO & CFO CERTIFICATION
Certificate from Mr. S.C. Khaneja, Chief Executive Officer and Mr. Kunal Khaneja, Chief
Financial Officer, pursuant to Regulation 17(8) of the Listing Regulations for the
Financial Year 2019-2020 was placed before the Board of Directors of the Company at its
meeting held on August 31, 2020 and also forms part of Report on Corporate Governance.
ACKNOWLEDGEMENTS
Your directors would like to take this opportunity to express sincere gratitude to the
11DFC Bank Ltd, BSE Ltd. and other Regulators for their continued cooperation and
patronage. Your directors also place on record appreciation of the excellent performance
and hard work put in by the employees at all levels. Tire Directors also convey their
grateful thanks to the esteemed shareholders for their continued cooperation, support and
the confidence reposed by them in the company.
|
By order of Board of Directors |
| Place: New Delhi |
Sd/- |
| Date: 31.08.2020 |
S.C. Khaneja |
|
(DIN: 00042758) |
|
Chairman |
+91-9892691696
