integrated technologies ltd share price Directors report


To the Members of

Integrated Technologies Limited

The Directors of your Company with immense pleasure, presenting the 37thAnnual Report together with the Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended on 31st March, 2023. The summarized financial performance for the year ended 31stMarch, 2023 is as follows:

1. FINANCIAL SUMMARY

Amt in Lakh

Particulars Year Ended 31.03.2023 (Rs.) Year Ended 31.03.2022 (Rs.)
Net Sales / Income from operations - -
Other Income 513.64 12.01
Total Expenditure 14.74 16.19
Finance costs - -
Depreciation 0.03 -
Profit before taxation 498.88 (4.18)
Less: Tax Expenses 362.52 9.87
Net Profit/Loss 136.35 (14.05)

2. STATE OF THE COMPANYS AFFAIRS

During the Financial Year ended 31st March 2023, the Company has not done any business. However, due to writing off certain credit balances, during the year under review, there is a profit of Rs. 136.35Lakhs as compared to Loss of Rs. 14.05 Lakhs in the previous financial year. The management of the Company is putting their best efforts to start business in the company and to improve the performance of the Company.

Mr. Saurabh Goyal & Mr. Sanidhya Garg have acquired 66.72% equity shares of the company and complied with open offer requirement of SEBI (SAST) Regulations, 2011.

3. CAPITAL STRUCTURE

There has been no change in the capital structure of the company during the financial year. The authorised capital of the company is Rs. 180,000,000/- divided into 18,000,000 equity shares of Rs. 10/- each. The paid-up capital of the company is Rs. 48,265,550/- out of which Rs. 450,450/- represents the share forfeited amount and 4,781,510 equity shares of Rs. 10/- each are subscribed and fully paid .During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

4. DEPOSITS:

During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

5. DIVIDEND:

The Directors of the Company are not recommending any dividend looking to the accumulated losses in the company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no change in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

Open Offer:

During the Financial Year, the Acquirers – Mr. Saurabh Goyal and Mr. Sanidhya Garg have entered into a Share Purchase Agreement with the erstwhile promoters of the company for acquiring majority stake. The Acquirers gave open offer which was closed on March 14, 2023. The Settlement Date was March 22, 2023. Subsequently, both the Acquirers have acquired the shares as per Share Purchase Agreement dated November 23, 2022 and as well as shares which were accepted in the open offer.

Consequently, acquirers have become promoters of the company holding 66.72% shares of the company.

11. BOARD OF DIRECTORS

Composition

Pursuant to Share Purchase Agreement and Open offer under SEBI (SAST) Regulations, 2011, the composition of the Board and Key Managerial Personnel has changed as detailed below. Your Companys Board is duly constituted and is in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

Name of Director Designation Date of appointment Date of Resignation
Mr. Rajeev Bali Managing Director -- 24/03/2023
Ms. Madhu Mohan Independent Director -- 24/03/2023
Mr. Amit Seth Independent Director -- 24/03/2023
Mr. Paramjit Singh Non-Executive Director 08/03/2019 --
Mr. Saurabh Goyal Managing Director 24/03/2023 --
Mr. Sanidhya Garg Promoter Executive Director 24/03/2023 --
Mr. Suman Kumar Independent Director 24/03/2023 --
Mr.Saurabh Shashwat Independent Director 24/03/2023 --
Dr. Reena Sharma Independent Director 24/03/2023 --

Mr. Saurabh Goyal, Mr. Sanidhya Garg, Dr. Reena Sharma, Mr. Saurabh Shashwat, and Mr. Suman Kumar were appointed as additional Directors on 24th March, 2023. Their tenure of appointment is upto the forthcoming Annual General Meeting. They all have given their consent for regularisation of their appointments in the Annual General Meeting. Accordingly, the matter relating to their regularisation is placed for the approval of shareholders in the Annual General Meeting. Brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the Explanatory Statement to the Notice convening the AGM.

12. Directors retiring by rotation

In accordance with the provisions of Section 152 of the Act read with Rules made thereunder and the Articles of Association of the Company, Mr. Paramjit Singh (DIN: 05348473) is liable to retire by rotation at the 37thAGM and being eligible, has offered himself for re-appointment. Accordingly, the matter relating to re-appointment of Mr. Paramjit Singh is being placed for the approval of the shareholders at the 37thAGM.

13. Declaration by Independent Directors

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 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,and they have registered their names in the Independent Directors Data Bank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.

14. Key Managerial Personnel

During the period under review, Ms. Sneh Chauhan, Company Secretary and Compliance Officer of the Company has resigned w.e.f 01.12.2022 and the Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee, at its meeting held on 06.12.2022, has appointed Ms. Priyanka as Whole Time Company Secretary and Compliance Officer of the Company with effect from 06.12.2022.

Mr. Nikhil Dattatray Komale CFO of the Company has resigned w.e.f 06.12.2022 and Mr. Anil has been appointed as CFO of the Company w.e.f 06.12.2022.

15. Disqualifications of Directors, If Any:

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.

16. Meetings of the Board

During the year under review 2022-23, the details of meetings held are as follows:

30.05.2022, 27.07.2022, 02.08.2022, 13.08.2022, 30.08.2022, 06.12.202, 08.12.2022, 06.01.2023, 09.02.2023 and 24.03. 2023

A) SEPARATE MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on August 30, 2022, as required under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations.

All the Independent Directors were present at the Meeting.

B) COMMITTEE MEETINGS:

AUDIT COMMITTEE

The Audit committee (AC) has been re-constituted by the Board on 24 March, 2023. Now, Audit Committee of the Board comprises w.e.f 24 March, 2023 is as below:

Sr. No. Committee Members Status in Committee Category
1. Mr. Suman Kumar Chairperson Non- Executive & Independent
2. Mr. Paramjit Singh Member Non- Executive & Non- Independent
3. Mr. Saurabh Shashwat Member Non- Executive & Independent

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on 24 March, 2023. Now, Nomination and Remuneration Committee of the Board comprises w.e.f 24 March, 2023 is as below:

Sr. No. Committee Members Status in Committee Category
1. Mr. Suman Kumar Chairperson Non- Executive & Independent
2. Mr. Paramjit Singh Member Non- Executive & Non- Independent
3. Mr. Saurabh Shashwat Member Non- Executive & Independent

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee review and ensures redressal of investor grievances. The Stakeholders Relationship committee was) has been re-constituted by the Board on 24 March, 2023. Now, Stakeholders Relationship Committee of the Board comprises w.e.f 24 March 2023 is as below:

Sr. No. Committee Members Status in Committee Category
1. Mr. Suman Kumar Chairperson Non- Executive & Independent
2. Mr. Paramjit Singh Member Non- Executive & Non- Independent
3. Mr. Saurabh Shashwat Member Non- Executive & Independent

C) General Meetings held during the financial year

1. Annual General Meeting on 30th September 2022

2. Extra Ordinary General Meeting on 6th January 2023

D) Particulars of last three Annual General Meetings:

AGM Year ended 31st March Venue Date/ Time Special Resolutions Passed
36TH 2022 C-24, Defence 30TH September 2022 Nil
Colony, New
Delhi-110024
35TH 2021 C-24, Defence 30TH September 2021 Nil
Colony, New
Delhi-110024
34TH 2020 C-24, Defence 30TH September 2020 Nil
Colony, New
Delhi-110024

During the year under review, noresolutions were passed by way of circulation. The intervening gap between the meetings was within the period prescribed under the SEBI(LODR) Regulations, 2015 and Companies Act, 2013.

S. NO . Name of Director Designation No. of Board Meetings eligible to attend No. of meetings attended No. Meeting in which absent
1 Mr. Rajeev Bali Managing Director 10 10 0
2 Mr. Paramjit Singh Non-Executive Director 10 10 0
3 Ms. Madhu Mohan Independent Director 6 6 0
4 Mr. Amit Seth Independent Director 10 10 0
5 Mr. Saurabh Goyal Additional and Managing Director 1 1 0
6 Mr. Sanidhya Garg Additional and Executive Director 1 1 0
7 Mr. Suman Kumar Additional Independent Director 1 1 0
8 Dr. Reena Sharma Additional Independent Director 1 1 0
9 Mr. Saurabh Shashwat Additional Independent Director 1 1 0

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION POLICY

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement (as may be amended from time to time).

18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The policy is available on the website of the Company at www.integratedindustries.in

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company www.integratedindustries.in. All new Independent Directors (IDs) included in the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORSBOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship, and Corporate Social Responsibility Committees and that of the individual Director.

The evaluation process covered the aspects which included Board structure and composition, frequency of Board meetings, participation in the long-term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and committee meetings. The result of the evaluation is satisfactory and meets the requirement of the Company.

21. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee or security or made any investment during the financial year in terms of Section 186 of the Companies Act, 2013.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has in place adequate internal financial controls, with reference to financial statements. It has established the management system and policy and integrated framework for managing risk and internal controls. The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under view and were operating effectively.

23. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, the Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

24. CORPORATE GOVERNANCE:

Your Company is not required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year as per Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within six months from the date on which the provisions become applicable to the Company.

25. AUDITOR AND AUDITORS REPORT

Statutory Auditor

The Members at the Extra Ordinary General Meeting held on 06.01.2023 had appointed M/s D.V Mittal & Co., Chartered Accountants as the Statutory Auditor of the Company to hold office until the conclusion of the 37thAGM. Accordingly, the Board at its meeting held on April 28, 2023 based on the recommendation of the Audit Committee, approved the appointment of Prem Gupta & Co., Chartered Accountants as the Statutory Auditor of the Company in place of the retiring Auditor for a term of five years to hold office from the conclusion of the 37thAGM till the conclusion of the 42nd Annual General Meeting of the Company.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules made thereunder from Prem Gupta & Co. Further, the Company has also received a written confirmation stating that it holds a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India. The Auditors Report for the year ended March 31, 2023 on the financial statement of the Company forms part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in the said Auditors Report.

During the year under review, the Auditor had not reported any fraud under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. The Board places its sincere appreciation for services rendered by M/s. D.V Mittal & Co., as Statutory Auditor of the Company.

26. S ECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed CS Loveleen Gupta (M.No. 5287), Company Secretary in practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-2023. During the year under the review the company received the following observations from the Secretarial Auditor of the company in Secretarial Audit Report for the financial year 2022-23: Secretarial auditors observation(s) in secretarial audit report and directors explanation thereto–

1. There was no women director on the Board of the company till 30.08.2022. on 30.08.2022, she was appointed on the Board and regularized in AGM held on 30.09.2022.

However, form for her regularization was not filed in Registrar of companies

2. The Composition of the Audit Committee was not in pursuance to the Regulations and the same has been rectified on 24.03.2023 when the new Committee was formed

3. MD was also appointed as CFO till 27.07.2022 which was not as per the provisions of law and on 27.07.2022, he resigned from the post of CFO and Mr. Nikhil Dattatray was appointed as CFO on 02.08.2022

4. There is Foreign Direct Investment in the company. But the company could not confirm the filing of FLA Returns in RBI

Not less than two- third of the directors should be persons liable to retire by rotation which was not so, till 24th March 2023, when the new Board was constituted.

Since the Board of directors of the company has been reconstituted, new management could not give any explanation for the observations raised by the auditor and most of the non compliances have been rectified.

Secretarial Audit report for the Financial Year ended 31st March 2023 is annexed herewith as: "Annexure1" to this report.

27. C OST AUDIT

The provisions related to maintaining cost record and cost audit are not applicable on the Company.

28. INTERNAL AUDITORS

The Board has appointed M/s D Somani & Associates, Chartered Accountants (F.R.N. 157229W) as Internal Auditors of your company for the financial year 2023-24. The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

29. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures;

b. appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2023and of the profit for the year 1st April, 2022 to 31st March, 2023;

c. proper and sufficient care has been taken 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 preventing and detecting fraud and other irregularities; and

d. the annual accounts for the financial year ended 31st March, 2023 have been prepared on a going concern basis.

e. internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. proper systems have been devised by directors to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes affecting the financial position of the company have occurred between the end of the financial year and the date of report.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable secretarial standards.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: (a) Conservation of energy:

(i) the steps taken or impact on conservation of energy NIL NIL
(ii)the steps taken by the company for utilizing alternate sources of energy NIL
(iii)the capital investment on energy conservation NIL

(b) Technology absorption:

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement, cost reduction, product import development or substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the NIL
financial year)
(a) the details of technology imported NIL
(b) the year of import NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

(c) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

33. RELATED PARTY TRANSACTIONS

During the financial year 2022-23, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under. Further, there were no transactions with related parties which qualify as material transactions and are required to be reported in Form AOC-2

34. RISK MANAGEMENT

The Management has implemented business risk management policy. At present the company has not identified any element of risk which may threaten the existence of the company. The Company has Risk Management Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any.

35. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year, the company has no Subsidiaries, Joint Ventures or Associate Companies.

36. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of employees of the Company. – None of the employees are in receipt of remuneration in excess of prescribed limit

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

38. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. Audit committee shall oversee the vigil mechanism. The vigil mechanism ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

40. DETAILS OF SHAREHOLDERS COMPLAINTS:

Shareholders / Investors Complaints No. of Complaints
Complaints as on April 01, 2022 0
Complaints received during 2022-2023 2
Complaints not solved to the satisfaction of shareholders 0
Complaints pending as on March 31, 2023 0

During the year, 2 complaints were received from shareholders which were resolved satisfactorily. As on March 31, 2023, no investor grievance has remained unattended/ pending for more than thirty days.

41. ANTI-SEXUAL HARASSMENT POLICY

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. M ANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and Analysis together with a certificate from the Companys Statutory Auditors, confirming compliance with listing regulations, is set out and forms part of this Annual report and attached as Annexure-2.

43. BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Report for the year ended 31st March, 2023 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

44. CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code).

The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence. A copy of the Code has been uploaded on the Companys website at www.integratedindustries.in The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Companys Managing Director for the compliance of this requirement is published in this Report.

45. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

46. OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016. During the year under review, there was no one time settlement of loan taken from Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan form the Banks or Financial Institutions along with the reasons thereof is not applicable.

47. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH

31, 2023 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

i. Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies (Share Capital and Debentures), Rules, 2014. ii. Evaluation of performance of board, committees and individual directors. iii. Details of Voting Rights exercised by the employees under Section 67(3)(c) of Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures), Rules, 2014.

48. D ETAILS 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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

49. STOCK EXCHANGE & LISTING FEES

The Companys Equity Shares at present are listed at BSE Ltd., Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

50. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and cooperation from the banks, Government authorities, consultants, vendors and members during the period under review and the confidence reposed by them. The Board further takes this opportunity to express its sincere appreciation for all the efforts put in by the employees of the Company at all levels in achieving the results and hope that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

For Integrated Technologies Limited

SAURABH GOYAL PARAMJIT SINGH
Managing Director Director
DIN: 01094455 DIN: 05348473
C-15, Preet Vihar, Delhi – 110092 G-1363, 3rd Floor, Chitranjan Park,
Kalkaji, Delhi-110019
Date: 28.04.2023
Place: New Delhi