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Directors Report
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Integra Telecommunication And Software Ltd.
BSE CODE: 536868   |   NSE CODE: NA   |   ISIN CODE : INE256F01019   |   26-May-2022 Hrs IST
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March 2016

DIRECTORS' REPORT

Dear Members.

Your Directors are pleased to present the 31" Annual Report on the business and operations of the Company together with the

Financial .Statements for the year ended 31 * March 2016.

Working Results

During the year under review, total income of the Company was Ks. 227613.00 3S against Rs. 93794119.14 in previous year ended

1" March, 20 IS.Ts'et loss was Rs. 45219X7 -36 as against Rs. 6131 S44.38 in the preceding year. Your company suffering from loss due to low order received from clients. adverse market conditions and write-off to fixed assets as Schedule II of Companies Act. 2013 in the current year under review as their useful life: has been over

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

Future Outlook

I he business of the Company in the current year is not likely to improve due lo tough market conditions. low working capital and very low orders in hand.

Dividend

Your Director has not recommended any dividend for I his financial year due to losses.

Transfer to Reserves

No amount has been transferred in reserves during the current financial year.

Deposits

The company has not accepted any deposits from the public during the year under report

Directors and key managerial personnel 

During the financial year miss shiwani Sharma has been appointed as company secretary w.e.f 9 th april 2015.In accordance with the provisions of the  Companies Act. 2013, Mr. Nikhil Agarwal. Director. (DIN:02763328) retire by relation and being eligible offer himself fur re-appointment at the ensuing Annual General Meeting The Hoard recommends his reappointment. The Board places o:i record its. deep appreciation for the valuable contribution made by him during his tenure as Director of the Company.

The Company has received declarations from both the Independent Director* of the Company confirming Thai they meet the criteria of iridqicndcr.ec as prescribed both under the Companies Act. 201 1 and SF.B5 (Listing Obligations and Disclosure Requirements) Regulations. 2015 agreement with the Bombay Stock exchange.

Board Evaluation

The performance evaluation was carried out through a structured evaluation process to evaluate the PERFORMANCE  of Individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, independence of judgment, decision making ability for safeguarding the interest of the company, stakeholders and its shareholders. Their roles, rights & responsibilities are put up on the website under code of conduct and code of fair disclosure. The Board was satisfied with the evaluation process and the results there of.

Statutory Auditors

The term of your Company Auditors, M's. Sarika & Co_ Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company. The Board recommends ratification of their Appointment for one year in the ensuing AGM.

The  Auditors observations and the relevant notes on the Accounts arc self explanatory and therefore do no: call for further comments.

Secretarial Auditor

The  Board has appointed. M.'s Ritika Shaw & Associates. Practicing Company Secretary as per Section 204 of Companies Act. 2014 to conduct Secretarial Audit of financial year 2015-16. The Secretarial Audit Report for the year under review has been annexed as Annexure I .The Secretarial Audit report docs not contain any qualification adverse remark 

Human resources

Your Directors wish to place on record their deep appreciation for its human Resources. The Company continues to place tremendous importance on overall development of all its employees.

Energy conservation technology absorption and foreign exchange earnings and outgo

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.

Meetings of Board

During the period under review. Your company have  complied the requirement of hoard meeting as per section 173 of CompaniesAct. 2013. It had five Board Meetings dated 04.05.2015.19.06.2015,24.07.2015,03.11.2015.08.02.2016 and the gap between two is no; greater than 120 days. for Am her detail Is refer the Corporate Governance Report.

Audit Committee

The Audit Committee comprises 3 directors as Mr. Ashok Kumar Juncja (Independent Director). Mr. Biswanath Patnaik Independent Director) and Mr. Nikhil Agrawal l Non- F.xccutivc Director). There were 5 committee meetings held during reporting period and all the recommendations made by the Audit Committee were accepted by the Board. For more details consider the Corporate Governance Report-

Nomination and Remuneration Committee

As per section 178 of Companies Act 2013 Nomination and Remuneration Committee comprises three non-executive directors. Biswanath Pauiaik (Independent Director). Mr. Ashok Kumar Juneja (Independent I director)and Mr. Nikhii Agrawal (Non-executive Director). There was I committee meeting held during the reporting period The committee  works with entire Board to determine the appropriate skills, experir.ess. expenses  remuneration required for board as a whole and for Individual members and their remuneration based on their calibre For further details refer the Corporate Governance Report

Shares  Transfer-Cum-shareholders Grievance Committee

Share Transfer -Cum- shareholders Grievance Committee comprise of three directors. Mr. Biswanath Patnaik (Independent Director) as Chairman, Mr. Ashok Kumar Juneja (Independent Director) and Mrs. Rashmcc Agrawal ( Executive Director).There was 1 committee meeting held during the repotting period. For more details refer the Corporate Governance Report

Separate meeting of independent directors 

The company independent directors held their meeting on 8th February 2016 withourt the attendance of non independent directors and members of the management .all independent directors were present at the meeting they.

i)reviewed the performance all independent directors and the board as a whole

ii)reviewed the performance of the non independent directors and the board as a whole

iii)assessed  the quality and timeliness of flow of information between the company management and the board to effectively and reasonable  perform their  duties 

details of unclaimed share certificates 

In accordance with the requirements of the Regulation 39 ( Listing Obligations and Disclosure Requirements) Regulations. 2015, shares remaining unclaimed even after reminders have to he transferred and held in a separate demat account. As per the information provided by the Registrars and Transfer Agent, No share remained unclaimed at the end of the year.

Related party transaction  

during the year, the Company has not entered into any contract/arrangement / transactions with any related parties referred to in sub-section (1) of section 188 of the Companies Act. 2013.

Directors Responsibility Statement

In terms of the provisions of Section I34(3Xc) of the Companies Act, 2013 and to the best of their knowledge and belief, your Directors confirm that:

In the preparation of the annual accounts for the year ended March 31. 2016. the applicable accounting standards tead with requirements set out under Schedule 111 to the Act. have been followed and there arc no material departures from the same;

(ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31/03/2016:

iii) Proper and sufficient  care has been taken to maintain adequate accounting records  safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) The Accounts have been prepared on a going concern basis.

(v) The Directors have laid down internal financial controls to he followed by the Management and that such internal financial controls are adequate and  are operating effectively; and

vi) The I directors have devised proper  systems to ensure compliance with the provisions of all applicable laws and the  such systems are adequate and operating effectively.

Material changes commitment affecting the financial position occurred after end of the financial year till date of repart

No material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report of Board like settlement of any tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of corporate governance as prescribed sebi listing obligations and disclosure requirement  regulation 2015 .we are practicing good corporate governance over a period of time and lays emphasis on transparency, accountability and integrity.

A reort on  Governance along with a Certificate of Auditors, Ms Sarika & Co., Chartered Accountants, confirming, compliance of conditions of Corporate Governance as stipulated uncut Schedule V (E) of the SRBI (lasting Obligations and Disclosures Requirements) Regulations. 2015. form part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis report, as requited by Regulation 34 of Si •HI ( Listing Obligations and Disclosures Requirements) Regulations, 2015, from part of the Annual Report.

Corporate Social Responsibility

We view responsible conduct as a necessary input for long term. business success We accept responsibility for our business. OUT employees and society. Thai is how we define our corporate responsibility <CR>. But as per section 135 of the Companies Act 2013 Y O U T company is out of the previews of this responsibility.

Internal Financial Controls

Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures as per requirement of section 138 of companies act 2013 m/s nidhi Sharma &company. Chartered Accountant being Internal Auditor of the Company placed their report for the financial year 2015-16, which docs notcontain any qualification/adverse remark.

Vigil Mechanism/Whistle Blower Policy

Die Vigil Mccliautstn of the Company includes an l:ilucs & Compliance Task Force Protected disclosures can be made by awhistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of Audit Committee as the case may be according to vigil mechanism whistle blower policy of the company.

Subsidiary joint ventures associate companies

Your company does not have any subsidiary joint ventures associate companies .

Risk management 

During the year your directors have an adequate risk management infrastructure in place capable of addressing those risks . the company manage monitors and reports on the principal risks and uncertainties that impact its ability to achieve its strategic objectives the board of directors review these procedures periodically the company management systems organizational structures processes standards code of conduct and behaviors together from a complete and effective risk management system   

Extract of the annual return 

The extract of the annual return as prescribed under companies act 2013  form no mgt 9 shall part of the board report is separately annexed herewith as  annexure  

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following iterm as there were no transaction on therse items during the year  under review

i)there are no deposits details relating to deposits covered under chapter v of the companies act 2013.

ii)there was no issue  of equity of shares with differential right as to dividend  voting or otherwise

iii .there was no issue of shares including sweat equity shares to employee  of the company under any scheme.

iv. no change in the nature of the business of the company tool place during the year   

v)neither the managing directors non the whole time  directors of the company revived any remuneration or commission during the year under review hence no ratio of remuneration is applicable as required in clause 12 of section 197 of companies act 2013.

During the financial year under review none of the company employee was in receipt of remuneration as prescribed under section 197 (12)read with rules 5(2)&5(3) of the companies appointment and remuneration of managerial personnel rules 2014.

vii)there has need no long guarantee investment made during the current financial year under section 186

viii)no significant or material orders were passed by the regulatory  or courts or tribunals which impact the going concern status and company operations in futures   

ix your directors state that during the year under review no cases were filed pursuant to the sexual harassment of women at workplace  prevention prohibition and redressed act 2013.

Acknowledgement  

Your directors take this opportunity to place their sincere appreciation for the assistance  and co operation revived form company banker investors vendors customer government authorities and business association during the year the board would also like to once again place on record their appreciation to the employee at all the levels who through their dedication co operation and support have enabled the company to move closer towards achieving its corporate objective

By order of the board 

For intergra telecommnicaton &software ltd

SD/- NIKHIL AGRAWAL

DIN 02763328

SD/- RASHMEE AGRAWAL

DIN: 01663761

PLACE : NEW DELHI

DATE : 1ST JUNE  2016.