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ઈંટીગ્રેટેડ ફાઇનાન્સિયલ સેર્વિસીસ ડિરેક્ટર્સ રિપોર્ટ, ઈંટીગ્રેટેડ ફાઇનાન્સિયલ સેર્વિસીસ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

ઈંટીગ્રેટેડ ફાઇનાન્સિયલ સેર્વિસીસ

બીએસઈ: 500212  |  ઍનઍસઈ : N.A  |  ISIN: INE898B01017  |  Finance - General

શોધો ઈંટીગ્રેટેડ ફાઇનાન્સિયલ સેર્વિસીસ કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
To
 
 The Members,
 
 The Directors have pleasure in presenting the Twenty Fourth Annual
 Report together with the Audited Statement of Accounts of the company
 for the year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
                                                         (Rs. In Lakhs)
 
                                             YEAR ENDED     YEAR ENDED
                                             31ST MARCH, 
                                             2015           31ST MARCH,
                                                            2014
 
 Income from Operation                          382.03        186.79
 
 Profit before Depreciation and Tax             330.51        158.51
 
 Depreciation                                     1.07          1.29
 
 Profit before Tax                              329.45        157.22
 
 Provision for Tax                               58.97         24.15
 
 Profit after Tax                               270.48        133.07
 
 Proposed Dividend                               54.00         30.00
 
 Tax on Dividend                                 10.79          5.10
 
 Transfer to General Reserve                    203.71         96.33
 
 OPERATIONS
 
 The Income from Operations of the Company for the financial year
 2014-2015 stood at Rs. 382.04 Lacs as against Rs. 186.79 Lacs in the
 previous year. The profit after tax stood at Rs. 270.48 Lacs during the
 year under review against Rs. 133.07 Lacs 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,
 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.
 
 RESERVES
 
 During the year under review, your company transferred a sum of Rs.
 268.79 lakhs to General Reserve.
 
 DIVIDEND
 
 The Directors are pleased to recommend the payment of dividend at the
 rate of 9% i.e. Paise Ninety per share for the year under review. The
 dividend, if declared, at the ensuing Annual General Meeting, will be
 paid to those members whose name appears in the Register of Members on
 23rd September 2015. In respect of the shares held in electronic form,
 the dividend will be paid to those persons whose names shall appear as
 beneficial owners at the close of the business hours on Wednesday, 23rd
 September 2015 as per details furnished by National Securities
 Depository Ltd. and Central Depository Services (India) Ltd. The
 Payment of dividend will entail an outlay of Rs. 54 Lacs. The Company
 will also have to bear the distribution tax of Rs. 10.79 Lacs.
 
 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the provisions of Section 205A (5) and 205C of Companies
 Act, 1956 and Section 124(5) of the Companies Act, 2013, the amounts
 pertaining to dividends that remained unclaimed and unpaid for the
 period of seven years from the date it became first due for payment,
 have been transferred from time to time to Investor Education and
 Protection Fund (IEPF) on due dates, by the company and no claims shall
 lie against the company.
 
 Despite constant and sincere efforts to pay unclaimed dividend to such
 members, certain amount still remains unclaimed. During the financial
 year 2014-15, your company has transferred unclaimed final dividend of
 Rs.  4,117/- pertaining to financial year ended 2006-07 to the Investor
 Education and Protection Fund established by the Central Government.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNELS
 
 At the Annual General Meeting of the company held on 30th September,
 2014, the members had appointed Mr.  Sunil Sobti, Mr. S.P Oberoi and
 Mrs. Rachna Batra as Independent Directors of the Company for a period
 of 5 consecutive years. The company has received declarations from the
 Independent Directors of the Company confirming that they meet the
 criteria of independence as per sub-section (6) of Section 149 of the
 Companies Act, 2013 and under Clause 49 of the Listing Agreement with
 the Stock Exchange. In the opinion of the Board they fulfill the
 criteria of independence as specified in the Act and the Rules made
 thereunder and they are independent of the management.
 
 Mr. Subhash Chander Khaneja and Mr. Virender Khaneja retire by rotation
 at the ensuing Annual General Meeting and being eligible, offer
 themselves for re-appointment.
 
 Mr. Kunal Khaneja was also appointed as Executive Director of the
 Company from 13th August, 2014.
 
 BOARD MEETINGS
 
 The Board meets at regular interval to discuss and decide on Company''s
 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 Listing Agreement
 
 BOARD COMMITTEES
 
 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 2014-15, 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 management''s general and specific authorisation.
 
 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
 management''s general and specific authorisation.
 
 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
 
 DIRECTOR''S 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 had 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; and
 
 v.  the directors, in the case of a listed company, had 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 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
 
 A detailed report on Corporate Governance as stipulated in Clause 49 of
 the Listing Agreement is separately attached with the Annual Report as
 Annexure-1.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report for the year under review
 as required under Clause 49 of the Listing Agreement, is given as a
 separate statement in the Annual Report as Annexure-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 at the Bombay Stock
 Exchange Limited, Mumbai. The company has paid the Annual Listing fee
 for the year under review to BSE Limited.
 
 AUDITORS AND AUDITORS REPORT
 
 At the 23rd Annual General Meeting held on Tuesday, 30th day of
 September, 2014, the members had appointed M/s. DUA & KUMAR, Chartered
 Accountants, as Statutory Auditors for the financial year 2014-15, from
 the conclusion of the forthcoming Annual General meeting till the
 conclusion of every sixth meeting subject to them ratifying the said
 appointment at every AGM.
 
 The notes on financial statements referred to in the Auditor''s report
 are self explanatory and do not call for any further comments. The
 Auditor''s 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 Parveen Rastogi and Co., Company
 Secretary in Practice to conduct the Secretarial Audit for the
 financial year 2014-15. The Secretarial Audit Report as received from
 M/s Parveen Rastogi and Co. is appended to this report as Annexure-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., M/s Integrated Master Securities (P) Ltd. a member of NSE, BSE,
 MCX-SX and Depository Participant of NSDL and CDSL and M/s. Integrated
 Commodity Trades (P) Ltd., a member of MCX, NCDEX and NSEL. 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.
 
 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 OUT GO.
 
 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 earning or outgo during the year under review.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
 
 The particulars of loans, guarantees or investments under Section186 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 arm''s 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 at 31.03.2015.
 
 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.
 
 ACKNOWLEDGEMENTS
 
 Your directors would like to take this opportunity to express sincere
 gratitude to the HDFC 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. The 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: 12.08.2015                                     S.C. Khaneja
 
                                                          Chairman 
 
                                                    (DIN: 00042758)
સ્તોત્ર: રેલીગેર ટેકનોવા


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