BOARD'S REPORT TO THE MEMBERS OF INTEGRATED CAPITAL SERVICES LIMITED 1. The Directors takes pleasure in presenting the Twenty Third (23rd) Annual Report together with the audited financial statements of your Company for the year ended March 31, 2016. 2. RESULTS OF OPERATIONS: During the financial year under review, your Company rendered business advisory and consulting services in areas of, amongst others, for reconstruction of businesses. The Turnover for the year was Rs. 165.82 Lacs against Rs. 208.82 Lacs in the previous year. During the year, your Company was engaged by several new clients and it continues its efforts to widen the scope and extent of its operations. 3. DIVIDEND: The Board of Directors have decided not to declare dividend, with a view to maintain and increase the reserves of your Company. 4. SHARE CAPITAL: The paid up Equity Share Capital as at March 31, 2016 was Rs. 361.50 lacs. The paid up share capital of your Company is inclusive of 3,40,000 7% Cumulative, Non Convertible and Redeemable Preference Shares of Rs. 100.00 each. During the year under review, your Company did not issue any further capital. Equity Shares of your Company are listed on Stock Exchanges at Bombay and Ahmedabad. The equity shares of your Company were approved for trading at the Bombay Stock Exchange vide its communication dated 25 May, 2015, and were traded at the Exchange with effect from even date. During the year under review, your Company redeemed 30,00,000 7% Cumulative, Non Convertible and Redeemable Preference Shares of Rs. 100.00 each, at par, upon the holder of such shares exercising the Put option for redemption. Preference Shares of the Company are not listed on any Stock Exchange. 5. 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 no. 11 of the Standalone audited accounts. 6. MEMERSHIP OF THE COMPANY: During the year, your Company was admitted as member The Institute of Internal Auditors (IIA). The IIA is the internal audit profession's global voice, recognized authority, acknowledged leader, chief advocate, and principal educator. Generally, members of the Institute work in internal auditing, risk management, governance, internal control, information technology audit, education, and security. 7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: Management's 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. 8. SUBSIDIARY COMPANIES: a) 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS) RAAS Consulting Private Limited (formerly known as RAAS e Solutions Private Limited) provides services in areas of restructuring advisory and support, and remote accounting and support on an outsourced basis to clients within and outside India. RAAS has successfully developed processes for business and process restructuring and work f l ow for systematic and remote access accounting, which are customized to suit client requirements. RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS. b) 100% Subsidiary Company - Green Infra Profiles Private Limited Green Infra Profiles Pvt. Ltd. provides advisory services for management of assets. Note: Salient features of Financial Statements of Subsidiariesforms part of the Annual Report 9. JOINT VENTURES: a) KW Publishers Private Limited KW Publishers Private Limited is a joint venture wherein the Company has equity investment of 40%. KW Publishers Private Limited publish and distributes books on various subjects including International Politics. b) Greenway Advisors Private Limited Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%. Greenway Advisors Private Limited provides consulting services for commercial transactions. c) Sun Links Limited Sun Links Limited is a joint venture company set up in the U.K. through 50% equity participation. Sun Links provides consulting services for commercial transactions. d) BTG Global Advisory: BTG Global Advisory (BTGGA) is a multi-disciplinary organization, offering a broad range of professional services necessary to provide solutions to business problems. Its members include insolvency and restructuring advisors; turnaround, workout and profit improvement consultants; forensic investigators and other litigation support professionals; and investment banking/M&A transaction advisors amongst other specialists. The Company and certain other overseas professional organizations engaged in near like services promoted a non-practicing, International umbrella entity as a Private Company Limited by Guarantee, in England and Wales 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 BTGGA. The Company's guarantee is UK Pound 1. 10. FIXED DEPOSITS: Your Company has not accepted any fixed deposits during the year. 11. DIRECTORS: Mr. Arun Deora (DIN: 00003367), Director of the Company retires by rotation and being eligible, offers himself for reappointment. Subject to approval of shareholders of the Company, Mr. Ram Lubhaya Kaura (DIN: 01089893) is being appointed as Director-Finance of the Company for the period from April 08, 2016 to March 31, 2017. The requisite resolution is being included in the notice of Annual General Meeting for approval of the shareholders of the Company. The Company has received declarations from all the Independent Directors of the Company 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. 11.1 Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Investment Committee. 11.2 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 Six (6) Board Meetings and five (5) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013. 11.3 Separate Meetings Of Independent Directors: Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting on March 21, 2016 for the financial year 2015-16. The said meeting was not attended by the Non-Independent Directors of your Company. 12. COMMITTEES: The various Committees were constituted amongst the members of the Board. 13. KEY MANAGERIAL PERSON (KMPS): Pursuant to section 203 of the Companies Act, 2013, appointment of Key Managerial Personnel (KMPs) is a mandatory requirement which is to be complied by every company belonging to such class or classes of the companies as may be prescribed in the section. Following are the whole - time key managerial personnel of your Company, who held such offices as are mentioned against their respective names: 1) Managing Director (MD) - *Mr. Rajiv Jaiswal (* Resignation from the office of Managing Director, with effect from 10 July, 2015.) 2) Director-Finance- *Mr. Ram Lubhaya Kaura ("Appointed as a Director-Finance with effect from 08 April, 2016) 3) Chief Financial Officer (CFO) - Mr. Ravi Mathur 4) Company Secretary (CS) - *Ms. Shivani Arora (*Resignation from the office of Company Secretary and Compliance Officer, with effect from 09 February, 2016.) **Ms. Monisha Meghna (""Appointed as a Company Secretary with effect from 08 April, 2016) 14. 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 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date; (iii) The Directors have 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 have 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 were operating effectively; and (vi) The Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such system were adequate and operating effectively. 15. RELATED PARTY TRANSACTIONS: During the year under review, Mr. Pulkit Deora, son of Mr. Sajeve Deora, Promoter Director of the Company, held office as a Senior Manager of your Company. Mr. Pulkit Deora drew remuneration during the year under report. All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no materially significant related party transactions which were transacted by the Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of your Company, at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company. 16. 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. 17. AUDITORS: 17.1 Statutory Auditors: The Company's Auditors, Messrs KR & Co., Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting of the Company and have confirmed that they are eligible for re-appointment to the said office. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of SEBI (Listing Obligations and Disclosures requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. 17.2 Internal Audit: Pursuant to provisions of Section 138 of the Companies Act, 2013, your Company appointed Mr. Sanjay Agrawal, MBA, as Internal Auditor of the Company. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors 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. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthen controls. Significant audit observations and corrective actions thereon are discussed to the Audit Committee of the Board. 17.3 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, the Company has appointed Mr. Ambarish Chatterjee (Certificate of Practice No: 1655), Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as "Annexure A". 18. CORPORATE GOVERNANCE: Your Company is committed to maintain highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on Corporate Governance, as stipulated under Regulation 17, 18, 19, 20, 21, 22, 23. 24, 25, 26, 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of the Annual Report. The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms part of this Annual Report. 19. CONSOLIDATED FINANCIAL STATEMENTS: The Consolidated Financial Statements of your Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. 20. QUALIFICATION IN REPORTS OF AUDITOR AND COMPANY SECRETARY: The Auditors of your Company and the Company Secretary who has conducted the secretarial audit of your Company have qualified their report by stating that the Managing Director of the Company had resigned on 10.06.2015 and the said office had remained vacant till the close of the financial year. The Board of Directors of the Company has since appointed a whole time director of the Company on 08.04.2016, subject to confirmation by the shareholders in the ensuing annual general meeting of your Company. 21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report. Foreign Exchange Earnings and Outgo: Rs., Lacs Foreign Exchange Earned - Foreign Exchange Used - 22. EXTRACT OF ANNUAL RETURN: The extract of the Annual Return in form MGT 9 is attached as "Annexure B". 23. PARTICULARS OF EMPLOYEES: There is no employee who was employed throughout the year or 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) Rules 1975. 24. 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 Brijinder Bhushan Deora (Chairman & Director) DIN: 00004942 Date: April 08, 2016 Place: New Delhi |