integrated capital services ltd (onf2)...even(remotee-votingevent number) userid password/ pin way...
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INTEGRATEDCAPITALSERVICESLIMITED
22ND ANNUAL REPORT2014-2015
way orwardBTGGlobalAdvisoryMember of
C ON TEN T S Pag e
N otice
R epo rt on C orporate G overn an ce
Bo ard ’s R eport
M anagem en t Discussion a nd Analysis R epo rt
Ind epe nde nt Aud itors ’ R ep ort
Ba lance Sh eet
S tatem ent of P rofit & Loss
C ash Flow Statemen t
N otes fo rming p art o f Finan cia l S tatem en ts
C onso lida te d Indep endent Auditors ’ Re port
C onsolidated Balance She et
C onso lid ated S tatem en t of P rofit & Loss
C onsolidated Ca sh F low State m ent
N otes fo rming p art o f Con solidated F ina ncia l S ta te m ent
A ttendance S lip & Proxy Form
BOARD OFDIRECTORS
CHIEFFINANCIALOFFICER
COM PANYSECRETARY
BOARD COM M ITTEES:
AUDITCOM M ITTEE
STAKEHOLDERSRELATIONSHIPCOM M ITTEE
NOM INATION AND REM UNERATION COM M ITTEE
M r. Brijinder Bhushan Deora ChairmanM r. Sajeve Deora DirectorM r. Arun Deora DirectorM r. Suresh Chander Kapur DirectorM r. Sandeep Chandra DirectorM s. Alka Jain Addit ional Director
M r. Ravi M athur
M s. Shivani Arora
M r. Sandeep Chandra ChairmanM r. Sajeve Deora M emberM s. Alka Jain M ember
M r. Suresh Chander Kapur ChairmanM r. Brijinder Bhushan Deora M emberM r. Sandeep Chandra M ember
M r. Suresh Chander Kapur Chairman
M r. Brijinder Bhushan Deora M ember
M r. Sandeep Chandra M ember
INVESTM ENTCOM M ITTEE
RISKM ANAGEM ENTCOM M ITTEE
BANKERS
REGISTERED OFFICE
M r. Brijinder Bhushan Deora ChairmanM r. Sandeep Chandra M emberM s. Alka Jain M ember
M r. Brijinder Bhushan Deora ChairmanM r. Sandeep Chandra M ember
HDFCBankPunjab Nat ional BankState Bank of Bikaner and Jaipur
606, New Delhi HouseBarakhamba RoadNew Delhi 110 001
INTEGRATED CAPITAL SERVICES LIMITED
Company Informationway orward
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BTGGlobalAdvisoryMember of
Stateme nt conta in ing salien t fea tu re s o f f inancia l sta tem ent
o f subsidiaries/associa tes co m panies/ join t ven tu res
NOTICE
ORDINARYBUSINESS:
SPECIALBUSINESS:
Not ice is hereby given that the Twenty Second (22nd) Annual General M eeting of the M embers of Integrated Capital
Services Limited will be held on Saturday the 29 Day of August , 2015 at 11:00 a.m. at the Registered Office of the
Company at 606, New Delhi House, Barakhamba Road, New Delhi 110 001, to transact the followingbusinessesas:
To consider and adopt the audited Balance Sheet of the Company as at M arch 31, 2015, audited Profit and Loss
Account of the Company for the year ended on that date and the Reports of the Board of Directors and Auditors
thereon;
To appoint a Director in place of M r. Brijinder Bhushan Deora (DIN 00004942) who ret ires by rotat ion and being
eligible, offershimself for re-appointment ;
To appoint Auditors and to fix their remunerat ion and in this regard to consider and if thought fit , to pass, with or
without modificat ion(s), the following resolution asan Ordinary Resolution:
“ M / s KR & Co. Chartered Accountants (Regist ration No: 025217N), having its address at PU-53,
Vishaka Enclave, Pitam Pura, New Delhi 110034, be and are hereby appointed as Auditors of the Company to hold
such office from the conclusion of the Annual General M eeting t ill the conclusion of the next Annual General
M eet ing of the Company at such remunerat ion asshall be fixed by the Board of Directorsof the Company.
the Board be and is hereby authorized to do all acts and take all such steps as may be
necessary, proper or expedient to give effect to thisresolution.
To consider and if thought f it , to pass, with or without modificat ion(s), the following resolut ion as a
:
pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies
Act, 2013, a new set of Art iclesof Association be and ishereby approved and adopted asthe Art iclesof Association of
the Company in total exclusion, substitut ion and supersession of the exist ingArt iclesof Associat ion.
M r. Sajeve Deora (DIN: 00003305) and M r. Brijinder Bhushan Deora (DIN: 00004942),
Directors of the Company be and are hereby authorized to sign, verify, execute and file all necessary documentswith
any Governmental Authority including but not limited to, the Registrar of Companies, National Capital Terr itory of
Delhi and such other authorit ies as may be required from t ime to t ime and to do all such acts, deeds, matters and
thingsnecessary or expedient to give effect to the above resolut ion.
To appoint M s. Alka Jain (DIN: 03180218) as an Independent Director and in thisregard to consider and if thought f it ,
to pass, with or without modificat ion(s), the following resolution asan
pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable
provisions of the Companies Act , 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014
(including any statutory modif ication(s) or re-enactment thereof for the t ime being in force) and Clause 49 of the
List ing Agreement, M s. Alka Jain (DIN: 03180218), who was appointed as a Director liable to ret ire by rotation and
whose term expires at this Annual General M eet ing and in respect of whom the Company has received a notice in
writ ing under Sect ion 160 of the Companies Act , 2013 from a member proposing her candidature for the office of
Director, be and is hereby appointed as an Independent Director of the Company to hold office for two (2)
consecutive yearsfor a term up to the conclusion of 24 Annual General M eet ing of the Company.
By Order of the Board of Directors
Place: New Delhi
Date: 10/ 07/ 2015 Brijinder Bhushan Deora
(Chairman & Director)
DIN: 00004942
th
th
1.
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3.
RESOLVED THAT
”
“RESOLVED FURTHER THAT”
4. SpecialResolution
“RESOLVED THAT
“RESOLVED FURTHER THAT
”
5.Ordinary Resolution:
“RESOLVED THAT
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INTEGRATED CAPITAL SERVICES LIMITED
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The instructionsfor membersfor votingelectronically are asunder:
A M EM BER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL M EETING (THE M EETING) ISENTITLED TO
APPOINTA PROXYTOATTEND AND VOTEON A POLLINSTEAD OFHIM SELFAND THEPROXYNEED NOT BEA M EM BER
OFTHECOM PANY. THEPROXYFORM ISENCLOSED.
The inst rument appointing the proxy should, however, be deposited at the Registered Office of the Company not less
than forty-eight hoursbefore the commencement of the meet ing;
Corporate members intending to send their authorised representat ivesto attend the M eeting, are requested to send
a cert ified copy of the Board Resolut ion authorising their representatives to attend and vote on their behalf, at the
M eet ing;
Brief Resume of Directors including those proposed to be appointed / re-appointed, nature of their expert ise in
specific functional areas, number of companies in which they hold directorships and memberships / chairmanships
of Board Committees , shareholding and relat ionship between directors inter se as st ipulated under Clause 49 of the
List ing Agreement, with the Stock Exchanges, are provided in the Corporate Governance Report forming part of
Annual Report;
An Explanatory Statement pursuant to Section 102 (1) of the Companies Act , 2013, relat ing to the Special Businessto
be transacted at the M eeting isannexed hereto;
M embersare requested to bring copy of the Annual Report and their Attendance Slip to the M eet ing;
The Company has notified closure of Register of M embers and Share Transfer Books from Wednesday, August 26,
2015 to Saturday, August 29, 2015 (both daysinclusive) for the purpose of the Annual General M eeting;'’
In case of Joint Holders, if more than one holder intends to attend the meet ing, they must obtain addit ional
admission slip(s) on request from the Registered Office of the Company.
Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the
membersat the Registered office of the Company on all working days, except Saturdays, during business hours upto
the date of the M eet ing.
All queries relating to the accounts must be sent to the Company at its Registered Office at least ten days before the
holding of the Annual General M eeting;
M embers who have mult iple accounts in identical names or joint accounts in same order are requested to intimate
the Company/ RTA, the ledger folios of such accounts so as to enable the Company to consolidate all such
shareholdingsinto one account.
M embers holding shares in elect ronic form are requested to intimate immediately any change in their address to
their Depository Participants with whom they are maintaining their demat accounts. M embers holding shares in
physical form are requested to advise any change in their address immediately to the Company / Link Intime;
The Securit iesExchange Board of India (SEBI) hasmandated the submission of Permanent Account Number (PAN) by
every part icipant in securit ies market . M embers holding shares in demat form are, therefore, requested to submit
PAN with whom they are maintaining their demat accounts. M embers holding shares in physical form can submit
their PAN to the Company/ Link Intime;
M emberswho have not registered their e-mail idsso far are requested to register their e-mail id addressfor receiving
all communicat ion including Annual Report , Not ices, Circulars, etc. from the Company electronically.
In compliance with the provisions of Sect ion 108 of the Companies Act, 2013, and the rules framed there under and
Clause 35Bof List ing Agreement, the M embersare provided with the facilit y to cast their vote elect ronically, through
the e- Vot ing servicesprovided by NSDL, on all the resolut ionsset forth in the Not ice.
I. In compliance with provisions of Sect ion 108 of the Companies Act, 2013, Rule 20 of the Companies
(M anagement and Administrat ion) Rules, 2014 as amended by the Companies (M anagement and
Administ ration) Amendment Rules, 2015 and Clause 35B of the List ing Agreement , the Company is pleased to
provide members facility to exercise their right to vote on resolut ions proposed to be considered at the Annual
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INTEGRATED CAPITAL SERVICES LIMITED
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General M eeting (AGM ) by elect ronic means and the business may be t ransacted through e-Voting Services.
The facilit y of casting the votes by the membersusing an elect ronic vot ing system from a place other than venue
of the AGM ) (“ remote e-vot ing” ) will be provided by Nat ional Securit iesDepositor Limited (NSDL).
II. The facilit y for vot ing through ballot paper shall be made available at the AGM and the members attending the
meeting who have not cast their vote by remote e-vot ing shall be able to exercise their right at the meet ing
through ballot paper.
III. The members who have cast their vote by remote e-vot ing prior to the AGM may also attend the AGM but shall
not be ent it led to cast their vote again.
IV. The remote e-vot ing period commences on 26 August , 2015 (9:00 am) and ends on 28 August, 2015 (5:00
pm). During this period members' of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date of 22 August, 2015, may cast their vote by remote e-vot ing. The remote e-vot ing
module shall be disabled by NSDLfor voting thereafter. Once the vote on a resolut ion is cast by the member, the
member shall not be allowed to change it subsequent ly.
V. The processand manner for remote e-voting are asunder:
a) In case a M ember receives an email from NSDL [for members whose email IDs are registered with the
Company/ Depository Part icipants(s)] :
(i) Open email and open PDFfile viz; “ remote e-vot ing.pdf ” with your Client ID or Folio No. as password.
The said PDF file contains your user ID and password/ PIN for remote e-vot ing. Please note that the
password isan init ial password.
(ii) Launch internet browser by typing the following URL: https:/ / www.evoting.nsdl.com/
(ii) Click on Shareholder -
(iii) Put user IDand password asinit ial password/ PIN noted in step (i) above. Click Login.
th t h
nd
Login
(iv) Password change menu appears. Change the password/ PIN with new password of your choice withminimum 8 digits/ characters or combination thereof. Note new password. It is st rongly
recommended not to share your password with any other person and take utmost care to keep your
password confident ial.
(v) Home page of remote e-votingopens. Click on remote e-voting: Active VotingCycles.
(vi) Select “ EVEN” of “ INTEGRATEDCAPITALSERVICESLIM ITED”.
(vii) Now you are ready for remote e-voting asCast vote page opens.
(viii) Cast your vote by selecting appropriate option and click on “ Submit ” and also “Confirm” when
prompted.
(ix) Upon confirmat ion, the message “ Vote cast successfully” will be displayed.
(x) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xi) Institut ional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scannedcopy (PDF/ JPG Format ) of the relevant Board Resolut ion/ Authority letter etc. together with attestedspecimen signature of the duly authorized signatory(ies) who are authorized to vote, to theScrut inizer through e-mail to [email protected] with a copy marked to evot [email protected].
b) In case a M ember receives physical copy of the Notice of AGM [for members whose email IDs are notregistered with the Company/ Depository Part icipants(s) or request ing physical copy]:
(i) Init ial password isprovided asbelow/ at the bottom of the Attendance Slip for the AGM
(ii) Please follow all stepsfrom Sl. No. (ii) to Sl. No. (xii) above, to cast vote.
EVEN (Remote e-votingEvent Number) USERID PASSWORD/ PIN
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INTEGRATED CAPITAL SERVICES LIMITED
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VI. In case of any queries, you may refer the Frequent ly Asked Questions (FAQs) for M embers and remote e-vot inguser manual for M embers available at the downloads section of www.evot ing.nsdl.com or call on toll free no.:1800-222-990.
VII. If you are already registered with NSDL for remote e-vot ing then you can use your exist ing user ID andpassword/ PIN for casting your vote.
VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be usedfor sending future communicat ion(s).
IX. The voting rights of members shall be in proport ion to their shares of the paid up equity share capital of the
Company ason the cut -off date of 22 August, 2015.
X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the
not ice and holding shares as of the cut -off date i.e. 22 August, 2015, may obtain the login ID and password bysendinga request at [email protected] or Issuer .
However, if you are already registered with NSDLfor remote e-voting then you can use your exist ing user ID andpassword for cast ing your vote. If you forgot your password, you can reset your password by using “Forgot UserDetails/ Password” opt ion available on www.evot ing.nsdl.com or contact NSDL at the following toll free no.:1800-222-990.
XI. A member may participate in the AGM even after exercising his right to vote through remote e-vot ing but shallnot be allowed to vote again at the AGM .
XII. A person, whose name isrecorded in the register of members or in the register of beneficial ownersmaintainedby the depositories as on the cut -off date only shall be ent it led to avail the facilit y of remote e-vot ing as well asvot ing at the AGM through ballot paper.
XIII. M r. Rajesh Lakhanpal, Company Secretary in Practice (M embership No. 5679) has been appointed as theScrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-vot ingprocessin a fair and transparent manner.
XIV. The Chairman shall, at the AGM at the end of discussion on the resolutions on which vot ing is to be held, allowvot ing with the assistance of scrut inizer, by use of “Ballot Paper ” for all those members who are present at theAGM but have not cast their votesby availing the remote e-vot ing facilit y.
XV. The Scrut inizer shall after the conclusion of voting at the general meeting, will first count the votes cast at themeeting and thereafter unblock the votes cast through remote e-vot ing in the presence of at least twowitnesses not in the employment of the Company and shall make, not later than three days of the conclusion ofthe AGM , a consolidated scrut inizer's report of the total votescast in favour or against , if any, to the Chairman ora person authorized by him in writ ing, who shall countersign the same and declare the result of the vot ingforthwith.
XVI. The Results declared alongwith the report of the Scrut inizer shall be placed on the website of the Companyand on the website of NSDL immediately after the declarat ion of result by the Chairman or a
person authorized by him in writ ing. The results shall also be immediately forwarded to the Stock Exchangeswhereat the securit iesof the Company are listed.
By Order of the Board of Directors
Place: New Delhi
Date: 10/ 07/ 2015 Brijinder Bhushan Deora
(Chairman & Director)
DIN: 00004942
nd
nd
/ RTA
www.raas.co.in
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INTEGRATED CAPITAL SERVICES LIMITED
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EXPLANATORY STATEM ENT PURSUANT TO SECTION 102(1) OF THE COM PANIES ACT, 2013 (“the Act”)
Item No. 4:
Item No. 5:
Brief resume of M s. Alka Jain:
The follow ing explanatory statement setsout all material facts relat ing to the Special Businessesmentioned in the accompanying
Notice.
In view of the notificat ion of the Companies Act , 2013 and rule made there under the Companies Act , 2013, it is necessary to
adopt new set of Articlesof Associat ion givingeffect to the provisionsand rules framed therein.
Various clauses in the exist ing Art icles of Associat ion necessitate amendment and/ or alteration in order to reflect inter-se,
var iousprovisionsand rules framed therein.
As per the provisions of Sect ion 14 of the Companies Act , 2013, alterat ion in Art icles of Associat ion of the Company require
approval of Shareholders of the Company by way of Special Resolut ion and hence placed for seeking approval of the
Shareholders.
Your Board recommendsthisresolut ion to seek your approval for amendment for adoption of new set of Art iclesof Associat ion.
None of the persons specif ied in Sect ion 102 of the Companies Act , 2013, namely the Promoters, Directors, Key M anagerial
Personnel, Relatives of Promoters, Directors and Key M anagerial Personnel or the ent it ies comprising the interest of Promoters,
Directorsor Key M anagerial Personnel, are concerned or interested in the above resolut ions.
M s. Alka Jain isan Independent Director of the Company.
M s. Alka Jain wasappointed asan addit ional director in the Board M eet ing held on M arch 17, 2015.
The Company has received not ice alogwith requisite deposit as per provisions of Sect ion 160 of the Companies Act , 2013 from a
shareholder proposing to appoint M s. Alka Jain as an Independent Director under sect ion 149 of the Act and Clause 49 of the
List ing Agreement to hold off ice for two (2) consecut ive years for a term upto the conclusion of 24 Annual General M eet ing of
the Company.
M s. Alka Jain is not disqualif ied from being appointed as Director in terms of Sect ion 164 of the Act and has given her consent to
act asDirector of the Company.
The Company has also received declarat ions from M s. Alka Jain that she meets the criteria of independence as prescribed both
under sub-sect ion (6) of Sect ion 149 of the Act and under Clause 49 of the List ingAgreement .
In the opinion of the Board, M s. AlkaJain fulf ills the condit ions for appointment as Independent Director asspecif ied in the Act .
M s. Alka Jain, aged 52, is a graduate with Economicsand English asmain subjects having experience of over 30 years in Sales and
M arket ingof real estate, toursand t reks, education, cut lery, fuel addit ivesand mineral water.
Currently founder of “ Prakrut i M editation and Cosmic Cure” and “ Dishaa Educat ional Society” she is involved in educat ing the
under pr ivileged and meditat ion for self realization.
No other Director of the Company is concerned or interested in the proposed resolut ion except M s. Alka Jain who may be
deemed to be interested in the resolut ion proposing her appointment.
The proposed appointment , if made, shall be in the interest of the Company and accordingly the Board of Directors recommends
the resolut ion for approval.
By Order of the Board of DirectorsPlace: New Delhi
Date: 10/ 07/ 2015 Brijinder Bhushan Deora
(Chairman & Director)
DIN: 00004942
t h
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INTEGRATED CAPITAL SERVICES LIMITED
5
Report on Corporate Governance
The Directorspresent the Company'sReport on Corporate Governance for the year ended M arch 31, 2015.
The Company'sphilosophy on Code of Corporate Governance isbased on the following principles:
(1) The members of the Board are persons in whom the shareholders have reposed their confidence and t rust.
Personsappointed to the Board are consciousof their corporate and social responsibilit iesand maintain highest
standardsof integrity.
(2) The Company st rivesand followsthe highest standardsof ethics, t ransparency and integrity as itsphilosophy on
Corporate Governance while conduct ing business.
(3) The Company is in compliance with the requirements of guidelines on Corporate Governance stipulated under
Clause 49 of the List ingAgreement with the Stock Exchanges.
M r. Brijinder Bhushan Deora, Director of the Company, ret ires at the ensuing Annual General M eeting and being
eligible, offershimself for re-appointment .
The composit ion of Board of Directorsof the Company isin line with Clause 49 (II) (A) of the List ing Agreement .
Brief resume of all the Directors, nature of their expert ise in specif ic funct ional areas and number of companies in
which they hold directorships, memberships/ chairmanships of Board Committees and their shareholding in the
Company are asfollows:
(i) , aged 85, is a qualified Chartered Accountant and Cost Accountant having more
than 55 yearsexperience with large corporate houseswherein he held functional responsibilit y for financial and
account ing matters, direct and indirect taxation matters, corporate laws and economic legislat ive matters and
Businessst ructuring and restructuring, amongst others.
He is the Chairman of the Investment Committee and also a member of Stakeholder's Relationship Committee
and Nominat ion and Remuneration Committee, of the Board.
M r. Brijinder Bhushan Deora doesnot hold any share of the Company ason M arch 31, 2015.
(ii) , aged 55, is the son of M r. Brijinder Bhushan Deora, the Chairman & Director of the Company.
M r. Sajeve Deora isa qualified Chartered Accountant, having more than 31 yearsof experience in Corporate and
related Economic legislations, rest ructuring of business and debts, st ructuring entry strategy for overseas
investments, mergers, acquisit ions and takeovers, capital issues and ident ifying vendors for new project
investments.
He isalso a member of the Audit Committee of the Company.
Sajeve Deora (HUF) holds6,00,000 equity sharesof the Company ason M arch 31, 2015.
(iii) , aged 51, is the son of M r. Brijinder Bhushan Deora, Chairman of the Board of Directors of the
Company. M r. Arun Deora is a qualified Chartered Accountant having more than 23 years of experience in the
field of capital marketsand capital leveraging. He hasexpert ise in analysisof capital markets.
M r. Arun Deora doesnot hold any share of the Company ason M arch 31, 2015.
(iv) , aged 74, is a graduate with physics and M athemat ics as main subjects and holds
diploma in Synthetics Fibers from SASM ERA, Bombay. He has more than 50 years of experience in the field of
General M anagement , Project M anagement , M arketing and Procurement in Edible oils, Pet rochemicals and
M an-made fiber indust ries, Internat ional t rading, issuesrelated to budget, WTOand Anti dumping.
He is the Chairman of the Stakeholders' Relationship Committee and the Nominat ion and Remunerat ion
1. Company'sPhilosophy
2. Board of Directors
Director’sProfile
M r. Brijinder Bhushan Deora
M r. Sajeve Deora
M r. Arun Deora
M r. Suresh Chander Kapur
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INTEGRATED CAPITAL SERVICES LIMITED
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Committee.
M r. Suresh Chander Kapur doesnot hold any share of the Company ason M arch 31, 2015.
(v) , aged 53, is a qualif ied Chartered Accountant having experience of about 29 years in
managing a family owned sugar manufacturing factory and supervising financial, banking, technical and
administrat ive funct ionsthereof.
He is the Chairman of the Audit Committee and also member of the Stakeholders' Relat ionship Committee, the
Nomination and Remunerat ion Committee and the Investment Committee of the Company.
M r. Sandeep Chandra doesnot hold any share of the Company ason M arch 31, 2015.
(vi) , aged 52, is B.ED, from Anna M alai University, Chennai, having experience of about 30 years, in
acting as Corporate Dealer, Dist ributor, M arketing Execut ive in areas of Leadership Skill & M icro Finance,
Coordinator and founder of “ Prakruti M editation and Cosmic Cure” and founded NGO “Dishaa Educational
Society”. She has worked at Lancers Internat ional School, Gurgaon as ESL Consultant and at pathways World
School asESLteacher.
She isa member of the Audit Committee and the Investment Committee of the Company.
M r. Sandeep Chandra
M s. Alka Jain
Details of the Directors seeking appointment in the Annual General M eeting (Pursuant to Clause 49 of the ListingAgreement)
Name of Director M r. Rajiv Jaiswal
Date of Birth 19-06-1955
Date of Re- Appointment April 10, 2015
Qualificat ion B. Tech, M BA
Experience in Specific M r. Rajiv Jaiswal has vast experience in debt syndication,
exportsmarketing and Distribut ion.
Directorship held in other companies 01
Chairman/ member of the Committee of the Board
of Directorsof the Company 00
Chairman/ member of the Committee of the Board
of Directorsof other Company 00
Number of Sharesheld in the Company 00
Relat ionship with other Directors Not related to any other Director
Details of designation of directors, attendance of Board M eetings/ AGM and other directorship and chairmanships/membershipsof Committees:
S. No. Name o f Director Category of
Directorship
Attendance of
M eet ings during
2014-15
No. of Directorsh ips and Committee
M embersh ip s / Chairmansh ips (includ ing th is
Company)
Board
M eet ings
Last
AGM
Directorsh ips Com mit tee
M embersh ips
Committee
Chairmansh ips
1. M r. Rajiv Jaiswal Execu tive 6 Yes 2 - -
2 M r. Brij ind er Bhu shan Deora Non Execut ive
– Promot er
7 Yes 8 2 -
3 M r. Sajeve Deora Non Execut ive
– Promoter
7 Yes 11 1 4
4. M r. Arun Deora Non Execut ive-
Promoter
1 No 2 - -
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INTEGRATED CAPITAL SERVICES LIMITED
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* The Directorships, held by Directorsabove, do not include directorships in foreign companies.
# In accordance with Clause 49 of the List ing Agreement , M emberships/ Chairmanships of only Audit Committees and
StakeholdersRelat ionship Committees in all public limited companieshave been considered.
* * Ceased to be a director and a member from Stakeholders Relat ionship Committee of the Board with effect from 17th
M arch, 2015 (after the closure of businesshours).
## Appointed asAddit ional Independent Director and a member of Audit Committee with effect from 17th M arch, 2015.
The Executive Directors on the Board serve in accordance with the terms of their cont ract of service with the
Company.
Asregardsthe appointment and tenure of Independent Directors, following is the policy adopted by the Board:
The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which
are consistent with the CompaniesAct, 2013 and ListingAgreement.
The Independent Directorswill serve a maximum of two termsof f ive yearseach.
The Company would not have any upper age limit of retirement of Independent Directors from the Board and their
appointment and tenure will be governed by provisionsof the CompaniesAct, 2013.
Definit ion of 'Independence' of Directors is derived from Clause 49 of the Equity List ing Agreement and Sect ion
149(6) of the Companies Act , 2013. Based on the confirmat ion / disclosures received from the Directors and on
evaluat ion of the relat ionships disclosed, all Non-Execut ive Directors other than the Chairman are Independent in
termsof Clause 49 of the List ing Agreement and Section 149(6) of the CompaniesAct , 2013.
The Independent Directors meet at least once in a year, without the presence of Execut ive Directors or M anagement
representat ives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and
concerns, if any.
The Independent Directors met one time during the Financial Year ended 31st M arch, 2015 on 17 M arch, 2015and
inter alia discussed:
the performance of non-Independent Directorsand the Board asa whole;
the performance of the Chairperson of the Company, taking into account the views of Executive Directors and
Non-Executive Directors; and
3. M eetingsof the Board of Directors
Appointment and Tenure
Board Independence
Separate Independent DirectorsM eetings
th
5 M r. Suresh Chander Kapur Non Execut ive
Indep endent
7 No 2 - 1
6. M r. Sandeep Chandra Non Execut ive-
Indep endent
7 Yes 2 3 1
7. M r. Ambarish Chat terjee* * Non Execut ive-
Indep endent
7 Yes 9 4 2
8. M s. Alka Jain## Addit ional
Ind ependent
Director
1 No 1 1 -
S. No. Name o f Director Category of
Directorship
Attendance of
M eet ings during
2014-15
No. of Directorsh ips and Committee
M embersh ip s / Chairmansh ips (includ ing th is
Company)
Board
M eet ings
Last
AGM
Directorsh ips Com mit tee
M embersh ips
Committee
Chairmansh ips
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INTEGRATED CAPITAL SERVICES LIMITED
8
the quality, quant ity and t imeliness of flow of informat ion between the Company management and the Board
that is necessary for the Board to effectively and reasonably perform their dut ies. In addit ion to these formal
meet ings, interactions outside the Board meet ings also take place between the Chairman and Independent
Directors.
The provision of an appropriate induction programme for new Directors and for exist ing Directors is a major
cont ributor to the maintenance of high Corporate Governance standards of the Company. The Chief Execut ive
Officer and the Company Secretary are joint ly responsible for ensuringthat such induct ion isprovided to Directors.
The Independent Directors, from time to t ime request management to provide detailed understanding of any
specific project, act ivity or process of the Company. The management provides such informat ion and t raining either
at the meeting of Board of Directorsor otherwise.
Upon appointment, Directorsreceive a Letter of Appointment sett ing out in detail, the termsof appointment , dut ies,
responsibilit iesand expected time commitments.
During the year ended M arch 31, 2015, Seven (07) meet ings of the Board of Directors were held on April 11, 2014,
July 09, 2014, August 13, 2014, October 10, 2014, November 08, 2014, January 09, 2015 and M arch 17, 2015.
The Board hascurrently established the following statutory and non-statutory committees:
The Audit Committee comprisesM r. Sandeep Chandra asChairman, M r. Sajeve Deora and M s. Alka Jain, asM embers.
During the year, M s. Alka Jain wasappointed asa M ember with effect from 17 M arch, 2015.
The Company Secretary isthe Secretary of the Committee.
The Audit Committee of the Company is ent rusted with the responsibility to supervise the Company's internal
cont rolsand financial report ing processand inter alia performsthe following functions:
a) overseeing the Company's financial report ing processand disclosure of f inancial information to ensure that the
financial statementsare correct , sufficient and credible;
b) reviewing and examinat ion with management the quarterly financial resultsbefore submission to the Board for
approval;
c) reviewing and examination with management the annual financial statements before submission to the Board
and the auditors' report thereon;
d) review management discussion and analysisof financial condit ion and resultsof operations;
e) scrut iny of inter-corporate loansand investmentsmade by the Company;
f) reviewing with management the annual f inancial statements as well as investments made by the unlisted
subsidiary companies;
g) reviewing, approving or subsequent ly modifying any Related Party Transactions in accordance with the Related
Party Transaction Policy of the Company;
h) approving the appointment of Chief Financial Off icer after assessing the qualif icat ions, experience and
background, etc. of the candidate;
i) recommending the appointment, remunerat ion and terms of appointment of Statutory Auditors of the
Company and approval for payment of any other services;
j) reviewing and monitoringthe auditor'sindependence and performance, and effectivenessof audit process;
k) reviewing management letters / lettersof internal control weaknessesissued by the Statutory Auditors;
Directors' Induction and Familiarization
Board M eetings
4. Committeesof the Board
Audit Committee
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INTEGRATED CAPITAL SERVICES LIMITED
9
l) discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well as having
post-audit discussion to ascertain area of concern, if any;
m) reviewing with management , Statutory Auditorsand Internal Auditor, the adequacy of internal control systems;
n) recommendingappointment , remunerat ion and termsof appointment of Internal Auditor of the Company;
o) reviewing the adequacy of internal audit funct ion and discussing with Internal Auditor any significant finding and
reviewing the progressof correct ive act ionson such issues;
p) evaluating internal f inancial controlsand risk management systems;
q) valuat ing undertaking or assetsof the Company, wherever it isnecessary;
r) reviewing the funct ioning of the Whist le Blowing mechanism;
The meet ings of Audit Committee are also attended by the Chief Financial Officer, Statutory Auditors and Internal
Auditor as special invitees. The Company Secretary acts as the Secretary to the Committee. The minutes of each
Audit Committee meet ing are placed and confirmed in the next meetingof the Board.
The Company Secretary functionsasthe Secretary of the Committee.
The Audit Committee met six (6) t imes during the financial year ended 31 M arch, 2015 on April 11, 2014, July 09,
2014, August 13, 2014, October 10, 2014, November 08, 2014 and January 09, 2015.
The Nominat ion and Remuneration Committee comprises M r. Suresh Chander Kapur as Chairman and M r. Brijinder
Bhushan Deora and M r. Sandeep Chandra, asM embers.
During the year, M r. Suresh Chander Kapur was appointed as a Chairman with effect from 17th M arch, 2015 to make
the composit ion of the Committee consistent with requirements of revised Clause 49 of List ing Agreement.
which provides that the
Nomination and Remuneration Committee should comprise of at least three Directors, all of whom should be Non-
Executive Directors. At least half of the Committee members should be Independent with an Independent Director
actingasthe Chairman of the Committee.
The Company Secretary isthe Secretary of the Committee.
The role of Nominat ion and Remuneration Committee isasfollows:
a) Guide the Board in relation to appointment and removal of directors, KM Pand senior management.
b) Formulate the criteria for determining qualif icat ions, posit ive att ributes, and independence of a director and
recommend the Board a Policy, relat ing to the remunerat ion for the directors, key managerial personnel and
other employees.
c) Formulat ion of criteria for evaluation of Independent Directorsand the Board.
d) Evaluate the performance of the membersof the Board and provide necessary report to the Board.
e) Recommend to the Board remunerat ion payable to the directors, key managerial personnel and senior
management.
f) Retain, motivate and promote talent of directors, managerial personnel required to run the Company
successfully.
g) Assist the Board in fulf illingresponsibilit ies.
h) Implement and monitor policiesand processesregardingprinciplesof corporate governance.
The Nominat ion and Remuneration Committee met three (3) during the financial year on July, 09, 2014,
November 08, 2014 and M arch 17, 2015.
st
Nomination and Remuneration Committee
In terms
of Sect ion 178 (1) of the Companies Act, 2013 and Clause 49 of the List ing Agreement
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INTEGRATED CAPITAL SERVICES LIMITED
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INTEGRATED CAPITAL SERVICES LIMITED
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Detailsof Remuneration of Non-Executive Directorsfor the Financial Year ended 31 M arch, 2015
Stakeholders' Relationship Committee
Risk M anagement Committee
st
(Rs.)
S. No. Name Sitt ingFees*
1. M r. Suresh Chander Kapur 60,000
2. M r. Sandeep Chandra 85,000
3. M r. Ambarish Chatterjee 85,000
4. M s. Alka Jain 10,000
* Includessitt ing feespaid for Board and Board Committee meetings.
The Stakeholders' Relationship Committee comprises M r. Suresh Chander Kapur as Chairman and M r. Brijinder
Bhushan Deora and M r. Sandeep Chandra, asM embers.
The role of StakeholdersRelationship Committee isasfollows:
a) To addressthe casesof transfer/ t ransmission of sharesand issue of duplicate share cert if icates;
b) To ensure proper cont rolsare followed by Regist rar and Share Transfer Agent ;
c) To expedit iously redressthe shareholders' complaintsand queries;
d) To review movements in shareholdingsand ownership st ructure.
During the financial year ended 31 M arch, 2015, the Committee met six (6) t imes on, April 11, 2014, July 09, 2014,
October 10, 2014, November 28, 2014 January 09, 2015, January 28, 2015.
M s. Shivani Arora, Company Secretary, is the Compliance Officer for resolut ion of Shareholders' complaints. During
the Financial Year ended 31 M arch, 2015 no complaint of any shareholder received so far.
All the requests received during the year for issue of new share cert ificates after split of shares and request for
Transfer of Shareswere attended to and resolved sat isfactorily.
22 requestsfor t ransfer of shareshad been received along with share t ransfer deed and old Share Certif icates, from a
t ransferee requesting for transfer of shares in his favour. The said cert ificates of the Company have been split and
int imat ion to this effect had already been given to all the shareholders of the Company to surrender their old share
cert if icates to enable the Company to issue them new share cert ificates. Request received are bearing details of old
shares cert ificate and t ransfer deeds mention the share cert if icate no. and dist inct ive no. of the sharesas per the old
share cert ificate/ swhich have ceased to exist .
The Company had written to the Stock Exchange Board of India (SEBI) to seek the valued opinion with regard to act ion
to be taken in the above regard so that shareholders' interest are kept protected within the framework of the rules
and regulationsof the stock exchange. The Company isyet to receive a reply.
In accordance with the requirement of List ing Agreement , your Company const ituted a Risk M anagement
Committee during the year.
The Risk M anagement Committee comprises M r. Brijinder Bhushan Deora as Chairman and M r. Rajiv Jaiswal and M r.
Sandeep Chandra, asM embers.
The Company Secretary is the Secretary of the Committee.
The role of Risk M anagement Committee isasfollows:
a) Recommend to the Board and then formally announce, implement and maintain a sound system of r isk
oversight , management and internal control.
b) Develop and seek Board approval for a range of specific dut iesthat it is to be carried out.
c) Detail the functions and processes which are considered necessary to ensure that the Board can be sat isf ied
that the Company'sr isksare being effect ively managed.
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INTEGRATED CAPITAL SERVICES LIMITED
12
d) Examine and determine the sufficiency of the Company's internal processesfor report ing and managing key risk
areas.
During the financial year ended 31 M arch, 2015, the Committee met once on 17 M arch, 2015.
The Investment Committee comprises M r. Brijinder Bhushan Deora as Chairman and M r. Sandeep Chandra and M s.
Alka Jain, asM embers.
The Company Secretary is the Secretary of the Committee.
The role of Investment Committee isasfollows:
a) To review the investment policies, st rategiesand programsof the Company and itssubsidiaries;
b) To invest funds of the Company in fixed/ term deposits with banks, bodies corporate in shares/ debentures of
companies, Government Securit ies up to an amount within the limit prescribed under Sect ion186 of the
CompaniesAct , 2013 at any one time, or asmay be decided by the Board; and
c) To examine opportunit ies in the nature of st rategic investments/ alliance/ s, mergers, acquisit ions, etc and to
monitor implementation of the decisions.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operat ions. To maintain these standards, the Company encourages its employees who have concerns about
suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment.
A Vigil M echanism provides a channel to the employees and directors to report to the management concerns about
unethical behavior, actual or suspected, fraud or violation of the Code of Conduct or legal or regulatory
requirements, incorrect or misrepresentat ion of any financial statementsand reports, or the like.
The Whist le Blower Policy is available on the website of the Company
http:/ / www.raas.co.in/ images/ Whist le%20Blower%20Policy.pdf
All the members of the Board and the M anagement Committee have affirmed their compliance with the Code of
Conduct ason 31st M arch, 2015 and a declarat ion to that effect , signed by the M anaging Director and Chief Execut ive
Officer (CEO), is attached and forms part of this Report. There were no materially financial or commercial
t ransact ion, between the Company and members of the M anagement Committee that may have a potent ial conflict
with the interest of the Company at large. All details relat ing to financial and commercial transactions where
Directors may have a pecuniary interest are provided to the Board and the interested Directors neither part icipate in
the discussion nor vote on such matters.
Attent ion of M embers is drawn to the disclosure of t ransact ions with related part ies which are set out in Notes on
Accounts – Note No. 28 - forming part of the audited accounts of the Company. None of the t ransact ions with any of
the related part ieswere in conflict with the interestsof the Company.
The Locat ion, date and t ime of the Annual General M eet ings held during the preceding Three (3) years and the
Special Resolut ions, if any, passed thereat are asfollows:
st t h
Investment Committee
5. Vigil M echanism/ Whistle Blower Policy
6. Affirmation and Disclosures
7. Disclosureson materially significant related party transactions
8. Shareholder Information
1. General Body M eetings
2. Extra Ordinary General M eeting
3. Subsidiary Companies
100%Subsidiary Company – RAASe SolutionsPrivate Limited
100%Subsidiary Company - Green Infra ProfilesPrivate Limited
Joint Ventures
KW PublishersPrivate Limited
Sun LinksLimited
Greenway AdvisorsPrivate Limited
No Extra Ordinary General M eet ing washeld during the year ended M arch 31, 2015.
RAASe SolutionsPrivate Limited (RAAS) isengaged in the businessof providingfinancial account ing services, on
an outsourced basis, to clientswithin and outside India.
RAAShas successfully developed processes for systemat ic work flow to carry out remote access account ing and
the work flow iscustomized to suit client requirements.
RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in
compliance with IFRS.
Green Infra ProfilesPvt . Ltd. isengaged in the businessof providingadvisory servicesfor management of assets.
KW PublishersPrivate Limited isa joint venture wherein the Company hasequity investment of 40%.
KW Publishers Private Limited is engaged in publishing and distribut ion of books on various subjects including
Internat ional Polit ics.
Sun LinksLimited isa joint venture company set up in the U.K. through 50%equity part icipation.
Sun Linkshascommenced business in providingconsult ing services in commercial transactions.
Greenway AdvisorsPrivate Limited isa joint venture wherein the Company hasequity investment of 50%.
Year Location Date and Time Special Resolutions Passed
2011- 12 606, New Delhi House,
Barakhamba Road, New
Delhi 110 001
M ay 26, 2012 at 11.00
A.M .
• Appointment of M r. Rajiv Jaiswal as M anaging
Director of the company for a period of one year.
• Change in terms & condit ions for redempt ion of 7%
6,00,000 cumulat ive, non-×convert ible and
redeemable Preference Shares.
2012-813 606, New Delhi House,
Barakhamba Road, New
Delhi 110 001
June 01, 2013 at 11.00
A.M .
• Re-6appoint ment of M r. Rajiv Jaiswal as M anaging
Director of the Company for a period of one year.
2013-H14 606, New Delhi House,
Barakhamba Road, New
Delhi 110 001
August 13, 2014 at 9:30
A.M .• Appointment of M r. Rajiv Jaiswal as M anaging
Director of the Company.
• To change the terms and condit ions of Redempt ion
of 7% Cumulat ive, Non-oConvert ible and Redeemable
Preference shares.
• Appointment of M r. Ambarish Chat terjee, M r. Suresh
Chander Kapur and M r. Sandeep Chandra as
Independent Director of the Company.
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INTEGRATED CAPITAL SERVICES LIMITED
13
Greenway Advisors Private Limited is engaged in business of providing consult ing services in commercial
t ransact ions.
The Quarterly Resultsof your Company are published in 'The Financial Express' (English) and 'Jansatta' (Hindi).
The Annual Report containing, inter alia, Audited Annual Accounts, on standalone and consolidated basis, Directors'
Report, Auditors' Report and other important informat ion is circulated to members and others entit led thereto. The
Report on M anagement Discussion and Analysis(M D&A) formspart of the Annual Report .
Your Company'sstandalone resultsand other corporate information are published on itswebsite at
The Company is registered with Regist rar of Companies, Nat ional Capital Territory of Delhi and Haryana, India having
its registered off ice at 606, New Delhi House, Barakhamba Road, New Delhi - 110001. The Corporate Ident ity
Number (CIN) allotted to the Company by the M inistry of Corporate Affairs(M CA) isL74899DL1993PLC051981.
: August 29, 2015
: 606, New Delhi House, Barakhamba Road, New Delhi 110 001
: 11:00 A.M .
: April 1 to M arch 31
: Wednesday, 26 day of August , 2015 to Saturday, 29 day of August ,
2015 (both daysinclusive) for AGM
Thursday, 27 August, 2015
The meetings of Board of Directors for approval of quarterly f inancial results during the Financial Year ended 31st
M arch, 2015 washeld on the following dates:
First Quarter Results 09 July, 2014
Second Quarter and Half Yearly Results 10 October, 2014
Third Quarter Results 9 January, 2015
Fourth Quarter and Annual Results 10 April, 2015
The tentat ive dates of meeting of Board of Directors for considerat ion of quarterly f inancial results for the financial
year ending 31st M arch, 2016 are asfollows:
First Quarter Results 10 July, 2015
Second Quarter and Half Yearly Results 09 October, 2015
Third Quarter Results 08 January, 2016
Fourth Quarter and Annual Results 08 April, 2016
The Company's equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies
Exchange Board of India (SEBI) had withdrawn recognit ion of Delhi Stock Exchange Ltd. on November 19, 2014 and
allowed Jaipur Stock Exchange Ltd. to Exit as a Stock Exchange on M arch 23, 2015, in terms of Clause 8 of the Exit
Circular, 2012, and the equity sharesof the Company are not listed on these stock exchanges.
9. M eansof Communication
Quarterly Results
Annual Report
Website
10. General ShareholdersInformation
CompanyRegistration Details
Annual General M eetingfor the
Date
Venue
Time
Financial Year
Book Closure Period
Last date of receipt of Proxy Forms:
Calendar of Financial Year ended 31st M arch, 2015
Tentative Calendar for financial year ending31st M arch, 2016
Listingon Stock Exchanges, Payment of ListingFee, Stock Codesetc.
th th
t h
th
th
th
th
th
th
th
th
www.raas.co.in
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INTEGRATED CAPITAL SERVICES LIMITED
14
Stock Exchange No. of SharesListed
Trading ISIN
INE682B01023
Madras Stock Exchange Limited (MSE)
Exchange Building, 11, Second Line Beach,
Chennai 600 001
36,150,000
Ahmedabad Stock Exchange Limited (ASE)
Kamdhenu Complex, Opp: Sahjanand College,
Panjarapole, Ahmedabad 380 015
36,150,000
The Company is informed that 2 (two) stock exchanges whereat the equity shares of the Company are listed, i.e.,
M adras Stock Exchange Ltd. and Ahmedabad Stock Exchange Ltd., have applied to SEBI to Exit under the aforesaid
Exit scheme and the equity shares of the Company would no longer be listed on those exchanges after the Exit is
allowed to the said exchanges.
Annual Custody/ Issuer Fee for the year 2015-16 will be paid by the Company to NSDLand CDSLon receipt of invoices.
During the year the sharesof your Company have not been traded on any of the stock exchanges where the shares of
your Company are listed duringthe year under report .
Link Int ime India Private Limited,
44, Community Centre 2 Floor,
Naraina Industrial Area Phase I,
New Delhi 110 028
E-M ail: [email protected]
Telephone Nos. : +91-11-41410592/ 93/ 94
Present ly, the share t ransfers which are received in physical form are processed and the share cert if icates are
returned within a period of 15 daysfrom the date of receipt , subject to the documentsbeing valid and complete in all
respects. The Board of your Company has delegated the authority for approving t ransfer, transmission etc. of the
Company's securit ies to the Share Transfer and Investors' Grievance Committee. Your Company obtains, from a
Company Secretary in Pract ice, half-yearly cert ificate, of compliance with the share transfer formalit ies as required
under Clause 47 (c) of the List ing Agreement with Stock Exchanges and files a copy of the cert ificate with the Stock
Exchanges
Payment of Depository Fees
Stock M arket Data
Registrar and Transfer Agent
Share Transfer System
Distribution of Equity Shareholdingason M arch 31, 2015
nd
S.
No.
Category Shares
Elect ronic Form Physical Form Total
No. of Shares %age of
Total
Capital
No. of Shares %age of
Total Capital
No. of Shares %age of Total
Capital
1 Promoters 25,641,000 70.93 0 0 2,56,41,000 70.93
2 Bodies Corporate 5,11,000 01.42 9,000 00.02 5,20,000 01.44
3 Individuals
(Including HUFs) 6,619,000 18.31 3370000 9.32 99,89,000 27.63
Total 3,27,71,000 90.66 33,79,000 09.34 3,61,50,000 100.00
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INTEGRATED CAPITAL SERVICES LIMITED
15
ShareholdingPattern by Size
Distribution of Preference Shareholdersason M arch 31, 2015
Addressfor Correspondence
11. Disclosure of AccountingTreatment
12. Adoption of Requirementsof Clause 49
Kalakar Exports Private Limited and Solar Copyer Limited were, holders of 7%, 295,000 Non convert ible and
Redeemable Preference Shares of Rs. 100/ - and 7%, 75000 Non convert ible and Redeemable Preference Shares of
Rs. 100/ - respectively. All these sharesare in Demat form.
All shareholders' correspondence should be forwarded to M / s. Link Intime India Private Limited, 44, Community
Centre 2nd Floor, Naraina Indust rial Area Phase I, New Delhi 110 028 or at the Registered Office of the Company 606,
New Delhi House, Barakhamba Road, New Delhi 110001.
The Company's dedicated e-mail address for Investors' Complaint s and ot her communicat ions is
Your Company has followed the principles of account ing as prescribed in the Indian Account ing Standards and
accordingly, there is no explanation required to be given by the management, as per Clause 49 (VIII) (B) of the List ing
Agreement .
Your Company hascomplied with all the mandatory requirementsof Clause 49 of the List ing Agreement .
By Order of the Board of Directors
Place: New Delhi
Date: 10/ 04/ 2015 Brijinder Bhushan Deora
(Chairman & Director)
DIN: 00004942
S. No. Category Share holders No. of Shares
No. % of Total
Shareholders
Physical Form Elect ronic Form* Total % of Total
Capital
1 Up to 2500 42 7.071 47000 9000 56000
2 -p2501 5000 257 43.266 931000 316600 1247600
3 -ñ5001 10000 238 40.067 1704000 396000 2100000
4 10001-r20000 21 3.535 238000 85000 323000
5 20001-ã30000 15 2.525 230000 166000 396000
6 30001-æ40000 1 0.168 37000 -æ 37000
7 40001-å50000 3 0.505 96000 50000 146000
8 50001–100000 5 0.842 96000 334000 430000
9 100001 and above 12 2.020 -ê 31414400 31414400
Total 594 100.00 3379000 32771000 36150000
0.155
3.451
5.809
0.893
1.095
0.102
0.404
1.189
86.900
100.00
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INTEGRATED CAPITAL SERVICES LIMITED
16
CHIEF EXECUTIVE OFFICER (CEO)/ M ANAGING DIRECTOR & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
We, the undersigned, in our respective capacit ies as Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of
Integrated Capital ServicesLimited (“ the Company” ), to the best of our knowledge and belief cert ify that :
a) We have reviewed the financial statements and the cash flow statement for the Financial Year ended 31st M arch,
2015 and based on our knowledge and belief, we state that :
(i) these statements do not contain any materially unt rue statement or omit any material fact or contain any
statementsthat might be misleading.
(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with the
exist ing accountingstandards, applicable lawsand regulat ions.
b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company
duringthe year, which are fraudulent , illegal or violative of the Company'scode of conduct .
c) We hereby declare that all the members of the Board of Directors and M anagement Committee have confirmed
compliance with the Code of Conduct asadopted by the Company.
d) We are responsible for establishing and maintaining internal cont rols and for evaluating the effectiveness of the
same over the financial report ing of the Company and have disclosed to the Auditors and the Audit Committee,
deficiencies in the design or operat ion of internal controls, if any, of which we are aware and the stepswe have taken
or propose to take to rect ify these deficiencies.
e) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditorsand Audit Committee:
(i) signif icant changes, if any, in the internal cont rol over financial report ing during the year;
(ii) signif icant changes, if any, in the accounting policiesmade during the year and that the same hasbeen disclosed
in the notesto the financial statements; and
(iii) instances of signif icant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having signif icant role in the Company's internal control system over financial
report ing.
Place: New Delhi Rajiv Jaiswal Ravi M athur
Date: 10/ 04/ 2015 (M anaging Director/ CEO) (Chief Financial Officer)
(DIN: 02608317)
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INTEGRATED CAPITAL SERVICES LIMITED
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AUDITORS' CERTIFICATE REGARDING COM PLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To the M embersof
Integrated Capital ServicesLimited
We have examined the compliance of condit ions of Corporate Governance by Integrated Capital Services Limited, for the
year ended on M arch 31 2015, as stipulated in Clause 49 of the List ing Agreement of the said Company with Stock
Exchanges.
The compliance of condit ions of Corporate Governance is the responsibility of the M anagement. Our examination has
been limited to a review of the proceduresand implementat ion thereof adopted by the Company for ensuring compliance
with the condit ions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of
opinion on the financial statementsof the Company.
In our opinion and to the best of our informat ion and according to the explanations given to us, and based on the
representations made by the Directors and the M anagement, we cert ify that the Company has complied with the
condit ionsof Corporate Governance asstipulated in Clause 49 of the above-ment ioned List ing Agreement .
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effect ivenesswith which the management hasconducted the affairsof the Company.
For KR& Co.
Chartered Accountants
Firm'sRegist ration No: 025217N
Place: New Delhi Rakesh Jain
Date: 10/ 04/ 2015 (Partner)
M embership No. 086501
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INTEGRATED CAPITAL SERVICES LIMITED
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BOARD'S REPORT
TOTHEM EM BERSOFINTEGRATEDCAPITALSERVICESLIM ITED
The Directors takes pleasure in presenting the Twenty Second (22nd) Annual Report together with the audited financial
statementsof your Company for the year ended M arch 31, 2015.
The financial performance of your Company for the year ended M arch 31, 2015 issummarized below:
1. FINANCIALRESULTS:
2. RESULTSOFOPERATIONS:
3. DIVIDEND:
4. SHARECAPITAL:
During the financial year under review, your Company rendered advisory and consult ing services in areas of,
amongst others, mergers, acquisit ionsand reconst ruct ion of businesses.
The Turnover for the year was Rs. 208.83Lacs against Rs. 142.50 Lacs in the previous year. During the year, your
Company set out to consolidate its act ivit ies and cont inues its efforts to increase its presence in its areas of
operations.
The Board of Directors hasdecided not to declare dividend, with a view to maintain and increase the reservesof your
Company.
The paid up Equity Share Capital as at M arch 31, 2015 was Rs. 361.50 lacs. During the year under review, your
Company did not issued any further.
Equity Sharesof the Company are listed on Stock Exchange.
The paid up capital of your company also comprises 3,70,000 7% Cumulat ive, Non Convert ible and Redeemable
Preference Sharesof Rs. 100.00 each at par.
During the year under review, your Company redeemed 1,05,000 7% Cumulat ive, Non Convert ible and Redeemable
Preference Shares of Rs. 100.00 each, at par, upon the holder of such shares exercising opt ions to put the same for
redemption.
Preference Sharesof the Company are not listed on any Stock Exchange.
Rs. Lacs
Standalone Consolidated
2014- 15 2013- 14 2014- 15 2013- 14
Income from Operat ion 208.82 142.50 229.64 184.50
Other Income 3.69 11.56 4.23 20.77
Expenditure before depreciat ion 119.63 98.9 130.02 119.67
Depreciat ion 5.72 3.24 13.17 7.51
Prior year adjustment 0.18 (0.58) 0.18 (0.58)
Profit before tax 85.77 51.27 88.82 77.45
Current Tax (30.72) (14.87) (32.18) (19.32)
Deferred Tax 1.47 30.88 2.60 29.98
Profit after tax 56.52 67.28 59.24 88.11
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INTEGRATED CAPITAL SERVICES LIMITED
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5. PARTICULARSOFLOANS, GUARANTEESAND INVESTM ENTS:
6. LISTING OF EQUITY SHARES ON THE BOM BAY STOCK EXCHANGE:
7. M EM ERSHIPSOFTHECOM PANY:
(i) The Institute of Internal Auditors(IIA):
(ii) BTGGlobal Advisory:
8. M ANAGEM ENT'SDISCUSSION AND ANALYSISREPORT:
9. SUBSIDIARYCOM PANIES:
a) 100%Subsidiary Company – RAASe SolutionsPrivate Limited
b) 100%Subsidiary Company - Green Infra ProfilesPrivate Limited
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.
Your Company has applied to the Bombay Stock
Exchange (BSE) for list ing of equity shares for t rading thereat . BSE has granted “ In Principle” approval for list ing of
your Company'sequity shareson BSEvide itsletter dated M arch 20, 2015.
Your Company is in process of compiling all information required to be furnished, as per the letter informing about
“ In Principle” approval, for list ing of itsequity sharesfor t rading.
During the year, your Company availed the membership of (i) The Institute of Internal Auditors (IIA) and (ii) BTG
Global Advisory Limited (a Company incorporated in England and Wales).
The IIA is the internal audit profession's global voice, recognized authority, acknowledged leader, chief
advocate, and principal educator. Generally, members of the Inst itute work in internal audit ing, r isk
management , governance, internal cont rol, informat ion technology audit , educat ion, and security.
BTG Global Advisory is a mult i-disciplinary organizat ion, offering a broad range of professional services
necessary to provide solutions to business problems. Its members include insolvency and rest ructuring
advisors; turnaround, workout and profit improvement consultants; forensic investigators and other lit igat ion
support professionals; and investment banking/ M &A transact ion advisorsamongst other specialists.
The Company and certain other overseasprofessional organizationsengaged in near like servicesare promot ing
a non-pract icing, International umbrella ent ity 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 opportunit ies. The Company has nominated one of
its Directors to be a director on the Board of Directors of the proposed company. The Company's guarantee will
be UKPound 1.
M anagement 'sDiscussion and Analysis Report for the year under review, as st ipulated under Clause 49 of the List ing
Agreement with the Stock Exchanges in India, is presented in a separate sect ion which forms part of the Annual
Report.
RAASe SolutionsPrivate Limited (RAAS) isengaged in the businessof providing financial account ing services, on
an out sourced basis, to clients within and outside India. RAAS has successfully developed processes for
systematic work flow to carry out remote access accounting and the work flow is customized to suit client
requirements.
RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in
compliance with IFRS.
Green Infra ProfilesPvt . Ltd. isengaged in the businessof providingadvisory servicesfor management of assets.
Note: Salient featuresof Financial Statementsof Subsidiariesformspart of the Annual Report
(Financial information isbased on Unaudited Results).
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INTEGRATED CAPITAL SERVICES LIMITED
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10. JOINTVENTURES:
a) KW PublishersPrivate Limited
b) Greenway AdvisorsPrivate Limited
c) Sun LinksLimited
11. FIXED DEPOSITS:
12. DIRECTORS:
12.1 Board Evaluation:
12.2 M eetings:
KW PublishersPrivate Limited isa joint venture wherein the Company hasequity investment of 40%.
KW Publishers Private Limited is engaged in publishing and dist ribution of books on various subjects including
International Polit ics.
Greenway AdvisorsPrivate Limited isa joint venture wherein the Company hasequity investment of 50%.
Greenway Advisors Private Limited is engaged in business of providing consult ing services in commercial
transactions.
Sun LinksLimited isa joint venture company set up in the U.K. through 50%equity part icipation.
Sun Links iscarryingon businessin providing consult ingservices in commercial t ransact ions.
Note: Salient features of Financial Statements of Joint Ventures forms part of the Annual Report (Financial
informat ion isbased on Unaudited Results).
Your Company hasnot accepted any fixed depositsduring the year.
M r. Brijinder Bhushan Deora (DIN: 00004942), Chairman & Director of the Company retires by rotat ion and being
eligible, offershimself for reappointment.
M r. Brijinder Bhushan Deora is also a member of the Stakeholders Relationship Committee and Remunerat ion
Committee and Chairman of Investment Committee.
Subject to approval of shareholders of the Company, M r. Rajiv Jaiswal (DIN: 02608317) is being re-appointed as
M anaging Director of the Company for a further period from M ay 01, 2015 to April 30, 2016. The requisite resolut ion
isbeing included in the notice of Annual General M eet ing for approval of the shareholdersof the Company.
M r. Rajiv Jaiswal isalso a member of the Risk M anagement Committee.
Pursuant to Clause 49 of the List ing Agreement and subject to approval of shareholders of the Company, M s. Alka
Jain (DIN: 03180218) was appointed as an Addit ional Independent Director in the Board M eet ing of the Company
held on M arch 17, 2015 to hold such off ice upto the ensuing Annual General M eet ing of the Company. The requisite
resolution is being included in the not ice of Annual General M eet ing for approval of the shareholders of the
Company.
M s. Alka Jain isalso appointed asa member of the Audit Committee and Investment Committee.
M r. Ambarish Chatterjee (DIN: 00653680), an Independent Director of the Company resigned from the Board of the
Company with effect from M arch 17, 2015 due to other professional commitments.
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 Act and Clause 49 of the List ing Agreement with the
Stock Exchanges.
Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the List ing Agreement , the Board of
Directors has carried out an annual performance evaluat ion of its own performance, the individual directors as
well as evaluation of working of its Audit Committee, Nominat ion & Remuneration Committee, Stakeholders
Relationship Commit tee, Risk M anagement Committee and Investment Committee.
A calendar of M eetings isprepared and circulated in advance to the Directors.
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INTEGRATED CAPITAL SERVICES LIMITED
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During the year six (6) Board M eet ings and six (6) Audit Committee M eet ings were convened and held, the
details of which are given in the Corporate Governance Report which forms part of this Annual Report . The
interveninggap between the Board M eet ingswaswithin the period prescribed under the CompaniesAct , 2013.
Pursuant to Schedule IV of the CompaniesAct, 2013, the Independent Directorsof the Company held a meet ing
on M arch 17, 2015 for the financial year 2014-15. The said meet ing was not attended by the Non-Independent
Directorsof your Company.
The various Committees constituted amongst the members of the Board were re-constituted on M arch 17,
2015. The present composit ion of the variouscommittees isasunder:
The policy of Nomination and Remunerat ion Committee formsa part of the Board'sReport
Pursuant to the requirement of Clause 49 of the List ing Agreement , the Board of Directorshasconst ituted a Risk
M anagement Committee. The details of the Committee in terms of reference are set out in the Corporate
Governance Report . This framework seeksto create t ransparency and minimize adverse impact on the business
object ivesof your Company. The Risk M anagement Committee comprisesthe following persons:
M r. Brijinder Bhushan Deora Chairman
M r. Rajiv Jaiswal M ember
M r. Sandeep Chandra M ember
Pursuant to section 203 of the Companies Act , 2013, appointment of Key M anagerial Personnel (KM Ps) 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 sect ion along with every listed companies as per the Companies Act , 2013.
Following are the whole – time key managerial personnel of your Company, who hold such offices as are mentioned
against their respective names:
M r. Rajiv Jaiswal
M r. Ravi M athur
M s. Shivani Arora
12.3 Separate M eetingsOf Independent Directors:
13. COM M ITTEES:
13.1 Re-constitution of Committees:
“Annexure A”
13.2 Constitution of Risk M anagement Committee:
Name of M ember Designation
14. KEYM ANAGERIALPERSON (KM PS):
1) M anagingDirector (M D) -
2) Chief Financial Officer (CFO) –
3) CompanySecretary (CS) –
S. No. Name of the Committee Chairman M embers
1. Audit Committee M r. Sandeep ChandraM r. Sajeve Deora
M s. Alka Jain
2.Stakeholders Relat ionship
Committee
M r. Suresh Chander Kapur M r. Brijinder Bhushan Deora
M r. Sandeep Chandra
3.Nomination and
Remuneration Committee
M r. Suresh Chander Kapur M r. Brijinder Bhushan Deora
M r. Sandeep Chandra
4. Investment Committee M r. Brijinder Bhushan DeoraM r. Sandeep Chandra
M s. Alka Jain
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INTEGRATED CAPITAL SERVICES LIMITED
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15. DIRECTORS' RESPONSIBILITYSTATEM ENT:
16. RELATED PARTYTRANSACTIONS:
17. VIGILM ECHANISM / WHISTLEBLOWERPOLICY:
18. AUDITORS:
18.1 Statutory Auditors:
18.2 Internal Audit:
Pursuant to the requirement under sect ion 134 (3) (c) of the CompaniesAct, 2013, it ishereby confirmed that :
(i) In the preparation of annual accounts, the applicable accountingstandardshave been followed and there are no
material departuresfrom the same;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimatesthat are reasonable and prudent so asto give a t rue and fair view of the state of affairsof the Company
asat M arch 31, 2015 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
prevent ing and detect ing fraud and other irregularit ies; and
(iv) The Directorshave prepared the annual accountsof the Company on a 'going concern' basis.
During the year under review, M r. Pulkit Deora son of M r. Sajeve Deora, Promoter Director of the Company, had been
appointed asa Senior M anager. M r. Pulkit Deora did not draw any remunerat ion duringthe year under report .
All related party t ransact ions that were entered into during the financial year were in the ordinary course of
business. There are no materially signif icant related party t ransact ions which were t ransacted by the Company with
any of Promoters, Key M anagerial Personnel or other designated persons which may have potential conflict with the
interest of the Company at large.
All Related Party Transact ionsare placed before the Audit Committee asalso the Board for approval.
The Policy on Related party Transact ions, as approved by the Board, has been uploaded on the website of the
Company.
The Company has a Vigil M echanism/ Whist le Blower Policy to deal with fraud and mismanagement, if any. The
details of Vigil M echanism/ Whistle Blower Policy are explained in the Corporate Governance Report and have also
been posted on the website of the Company.
The Company's Auditors, M essrs KR & Co., Chartered Accountants, New Delhi ret ire at the ensuing Annual
General M eeting of the Company and have confirmed that they are eligible for re-appointment to the said
office. They have confirmed their eligibilit y under Section 141 of the Companies Act , 2013 and the Rulesframed
thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the List ing
Agreement , the auditors have also confirmed that they hold a valid cert ificate issued by the Peer Review Board
of the Institute of Chartered Accountantsof India.
Pursuant to provisions of Sect ion 138 of the Companies Act, 2013, the Company has appointed M r. Sukhbir
Singh Bhatia, Cost Accountant, as Internal Auditor of the Company. To maintain his object ivity 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 the
Company, its compliance with accounting procedures and policies of the Company and its subsidiaries. Based
on the report of Internal Audit, the management undertakescorrect ive act ion and thereby strengthen cont rols.
Significant audit observations and correct ive actions thereon are discussed to the Audit Commit tee of the
Board.
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INTEGRATED CAPITAL SERVICES LIMITED
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Pursuant to the provisions of Sect ion 204 of the Companies Act, 2013 and the Companies Appointment and
Remunerat ion of M anagerial Personnel) Rules, 2014, the Company hasappointed M s. Gunjan Singh (Certificate
of Pract ice No: 13960), Company Secretary in Pract ice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report isattached as .
Your Company iscommitted to maintain the highest standardsof Corporate Governance. The Directorsadhere to the
requirements set out by the Securit ies and Exchange Board of India's Corporate Governance pract ices and have
implemented all the prescribed st ipulations. The Report on the Corporate Governance asstipulated under Clause 49
of the List ing Agreement formspart of the Annual Report.
The requisite Cert if icate from the Auditors of the Company, confirming compliance with the condit ions of Corporate
Governance asst ipulated under the aforesaid Clause 49 of the List ing Agreement, formspart of thisAnnual Report.
The Consolidated Financial Statementsof the Company prepared in accordance with relevant Accounting Standards
(AS) issued by the Institute of Chartered Accountantsof India form part of thisAnnual Report.
Due to non-applicability of the provisionsrelating to conservation of energy and technical absorpt ion, no part iculars
are required to be disclosed in thisReport .
Foreign Exchange Earned 16.41
Foreign Exchange Used 1.23
The extract of the Annual Return in form M GT9 isattached as .
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 sect ion 134 of the Companies Act , 2013 read together with the Companies
(Part icular of Employees) Rules1975.
The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the
shareholdersand clientsof the Company and look forward to their cont inued support .
18.3 Secretarial Audit:
“Annexure B”
19. CORPORATEGOVERNANCE:
20. CONSOLIDATED FINANCIALSTATEM ENTS:
21. ENERGYCONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO:
Foreign Exchange Earningsand Outgo: Rs., Lacs
22. EXTRACTOFANNUALRETURN:
“Annexure C”
23. PARTICULARSOFEM PLOYEES:
24. ACKNOWLEDGEM ENT:
For and on behalf of the Board of Directors
Place: New Delhi
Date: 10/ 04/ 2015 Brijinder Bhushan Deora
(Chairman & Director)
DIN: 00004942
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INTEGRATED CAPITAL SERVICES LIMITED
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ADDENDUM OF BOARD'S REPORT
NOM INATION AND REM UNERATION POLICY (ANNEXURE A)
ThisAddendum to the Report of the Board of Directorsof the company hasbeen made to notice certain material factswhich have occurred since the day of signingof the Board'sReport, i.e., April 10, 2015.1. DIRECTORS:
2. LISTINGOFEQUITYSHARESOFTHECOM PANYON BOM BAYSTOCKEXCHANGE:
3. DE-RECOGNITION AND EXIT OF STOCK EXCHANGES WHEREAT THE EQUITY SHARES OF THE COM PANY WERELISTED:
1. INTRODUCTION:“Board” “Company” “ICSL”
CONSTITUTION OFCOM M ITTEE:
3. OBJECTIVE:
Resignat ion of M anagingDirector:M r. Rajiv Jaiswal (DIN: 02608317),M anaging Director of the Company resigned from the Board of the Company witheffect from July 10, 2015 ashe desiresto pursue other professional opportunit ies.
Your Company has applied to the Bombay Stock Exchange (BSE) for list ing of equity shares for t rading thereat. BSEhasgranted “ In Principle” approval for list ingof itsequity shareson BSEvide its letter dated M arch 20, 2015.The Equity Shares of the Company are being listed and admitted to dealings on the Bombay Stock Exchange (BSE)with effect from M ay 25, 2015.
The Company's equity shares were listed on Delhi Exchange Ltd. Jaipur Stock Exchange Ltd. and M adras StockExchange. The Securit ies Exchange Board of India (SEBI) had withdrawn recognit ion of Delhi Stock Exchange Ltd. onNovember 19, 2014 and allowed Jaipur Stock Exchange Limited and M adras Stock Exchange Limited to exit asa StockExchange on M arch 23, 2015 and M ay 14, 2015 in termsof Clause 8 of the Exit Circular, 2012.The equity sharesof the Company are now listed for trading only on the Bombay Stock Exchange.
The Board of Directors (the ) of Integrated Capital Services Limited (the or ) has adoptedthe following policy and procedureswith regard to Nominat ion and Remuneration.In terms of the provisions of the Companies Act , 2013 and the List ing Agreement with the Stock Exchanges (asamended from time to time), this policy on nominat ion and remunerat ion of Directors, Key M anagerial Personnel(KM P) and Senior M anagement has been formulated by the Nomination and Remunerat ion Committee (“ NRC” ) andapproved by the Board of Directorsof the Company.
2.The Board of Directors of the Company (the Board) const ituted the Committee known as Nominat ion andRemunerat ion Committee consist ing of three or more non-executive directorsout of which not lessthan one half areindependent directors. The chairman of the Committee is an Independent Director. However, Chairperson of theBoard (executive or non executive) may be appointed asa member of the Nominat ion and Remunerat ion Committeebut shall not chair such Committee.
The Nomination and Remunerat ion Committee and this policy shall be compliance in with Section 178 of theCompaniesAct, 2013 read alongwith the applicable rulesthereto and Clause 49 of the List ing Agreement .The objective of this policy is to lay down a framework in relat ion to remuneration of directors, KM P, seniormanagement personnel and other employees. The key object ivesof the Committee would be:a) To guide the Board in relat ion to appointment and removal of directors, KM Pand senior management .b) Formulate the criter ia for determining qualifications, posit ive attributes, and independence of a director and
recommend the Board a Policy, relat ing to the remunerat ion for the directors, key managerial personnel andother employees.
c) Formulat ion of criteria for evaluat ion of Independent Directorsand the Board.
d) To evaluate the performance of the membersof the Board and provide necessary report to the Board.
e) To recommend to the Board remuneration payable to the directors, key managerial personnel and senior
management.
For and on behalf of the Board of DirectorsPlace: New DelhiDate: 10/ 07/ 2015 Brijinder Bhushan Deora
(Chairman & Director)DIN: 00004942
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INTEGRATED CAPITAL SERVICES LIMITED
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f) To retain, motivate and promote talent of directors, managerial personnel required to run the Companysuccessfully.
g) To assist the Board in fulfilling responsibilit ies.h) To implement and monitor policiesand processesregarding principlesof corporate governance.
a) Directors(Executive and Non-Execut ive)b) Key M anagerial Personnel (KM P)c) Senior M anagement
“ ” meansthe CompaniesAct, 2013 and Rulesframed there under, asamended from time to time.“ ” meansBoard of Directorsof the Company.“ ” meansDirectorsof the Company.“ ” meansa) M anaging Director, or Chief Executive Officer or M anager and in their absence, a Whole Time Director;b) Chief Financial Officer;c) Company Secretary; andd) such other off icer asmay be prescribed.
“ ” means the personnel of the Company who are members of its core management teamexcludingBoard of Directorscomprisingall membersof management one level below the executive directors.Unless the context otherwise requires, words and expressions used in this policy and not defined herein butdefined under the CompaniesAct, 2013 asmay be amended from time to t ime.
I. APPOINTM ENTCRITERIAAND QUALIFICATION:a) The Committee shall ident ify and ascertain the integrity, qualificat ion, expert ise and experience of the person
for appointment as Director or Key M anagerial Personnel or Senior M anagement and recommend to the Boardfor his/ her appointment .
b) A person should possessadequate qualif icat ion, expert ise and experience for the posit ion he/ she isconsideredfor appointment. The Committee has discretion to decide whether qualif icat ion, expert ise and experiencepossessed by a person issuff icient / sat isfactory for the concerned posit ion.
c) The Company shall not appoint or cont inue the employment of any director as Whole Time Director who hasattained the age of seventy years. Provided that the term of a person holding such office may be extendedbeyond the age of 70 years with the approval of the shareholders by passing a special resolut ion. Theexplanatory statement to be annexed to the not ice for passing of such special resolution should indicate thejustificat ion for extension of appointment of such person beyond seventy years.
II. TERM / TENURE:a) M anaging Director / Whole Time Director:
The Company shall appoint or re-appoint any person as its M anaging Director / Whole Time Director for a termnot exceedingfive yearsat a t ime.
b) Independent Director:An Independent Director may hold office upto maximum period of five consecut ive years on the Board of theCompany and will be eligible for re-appointment on passing of a special resolution by the Company anddisclosure of such appointment in the Board'sReport .No Independent Director shall hold off ice for more than two consecutive terms of upto maximum 5 years each,but such Independent Director shall be eligible for appointment after expiry of three yearsof ceasing to becomean Independent Director. Provided that an Independent Director shall not , during the said period of three years,be appointed in or be associated with the Company in any other capacity, either directly or indirect ly.At the t ime of appointment of Independent Director it should be ensured that number of Boards on which suchIndependent Director servesisrestricted to seven listed companies asan Independent Director and three listedcompanies as an Independent Director in case such person is serving as a Whole-Time Director of a listedcompany or such other number asmay be prescribed in the Act .
III. EVALUATION
The Committee shall carry out evaluation of performance of every director, key managerial personnel and senior
management at annual intervals.
4. APPLICABILITY:
5. DEFINITIONS:ActBoardDirectorsKey M anagerial Personnel
Senior M anagement
6. POLICY FOR APPOINTM ENT AND REM OVAL OF DIRECTOR, KEY M ANAGEM ENT PERSONNEL AND SENIORM ANAGEM ENT:
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INTEGRATED CAPITAL SERVICES LIMITED
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IV. REM OVAL:
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act , rules or regulations
there under, the Committee may recommend, to the Board with reasons recorded in writ ing , removal of a Director,
Key M anagerial Personnel and/ or Senior M anagement Personnel subject to the provisions of the Act, rules and
regulationsof the said Act .
V. RETIREM ENT:
The Director, Key M anagerial Personnel and Senior M anagement Personnel shall ret ire as per the applicable
provisionsof the Act. The Board may have the discretion to retain a Director, Key M anagerial Personnel and/ or Senior
M anagement Personnel in the same posit ion / remuneration or otherwise, even after attaining the ret irement age,
for the benefit of the Company.
The Remuneration/ Compensat ion/ Commission etc. to be paid to Director / M anaging Director etc. shall be
governed as per the provisions of the Companies Act , 2013 and the rules made there under or any other
enactment for the time being in force.
The Non-Executive Independent Director may receive sitt ing fees subject to ceiling / limits as provided under
the CompaniesAct , 2013 and rulesmade there under of any other enactment for the t ime being in force.
a) Ensure that there is appropriate induction/ policy in place for new Directors and members for senior
management and reviewing itseffectiveness;
b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of
appointment in accordance with the guidelinesprovided under the Act;
c) Ident ifying and determining the Directorswho are to ret ire by rotation.
d) Determining the appropriate size, diversity and composit ion of the Board;
e) Evaluating the performance of the Board M embers and Senior M anagement in the context of the
Company'sperformance from compliance and businessperspect ive;
f) M aking recommendat ionsto the Board concerning any mattersrelat ing to the cont inuat ion in office of any
Director at any t ime including the termination or suspension of service of an Execut ive Director as
employee of the Company subject to the provision of the law.
g) Recommend any necessary changesto the Board.
h) Consideringany other matters, asmay be requested by the Board.
The dutiesof the Committee in relat ion to remunerat ion matters include:-
a) Considering and determining the Remunerat ion Policy, based on the performance and also bearing in
mind that the remunerat ion is reasonable and sufficient to att ract , retain and mot ivate members of the
Board and such other factorsasthe Commit tee shall deem appropriate.
b) Approving the remunerat ion of the Senior M anagement including key managerial personnel of the
Company, and maintain a balance between objectivesappropriate to the working of the Company.
c) Delegating any of itspowersto one or more of itsmembersor the Secretary of the Committee.
d) Consideringany other mattersasmay be requested by the Board.
a) The Committee or the Board may review the Policy asand when it deemsnecessary.
b) The Committee may issue the guidelines, procedures, formats, report ing mechanism and manual in
supplement and better implementat ionsto thisPolicy, if it thinksnecessary.
c) This Policy may be amended or substituted by the Committee or by the Board as and when required where
there isany statutory change necessitat ingchange in the policy.
7. POLICY FOR REM UNERATION TO DIRECTORS, KEY M ANAGERIAL PERSONNEL AND SENIOR M ANAGEM ENTPERSONNEL:
C. ROLESAND RESPONSIBILITIESIN RELATION TO NOM INATION M ATTERS:
D. IN RELATION TO REM UNERATION M ATTERS:
8. REVIEW AND AM ENDEM ENT
A. REM UNERATION TO M ANAGING/ WHOLE-TIM E/ EXECUTIVE/ M ANAGINGDIRECTOR, KEYM ANAGERIALPERSONNELAND SENIORM ANAGEM ENTPERSONNEL:
B. REM UNERATION TO INDEPENDENTDIRECTORS:
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SECRETARIAL AUDIT REPORT (ANNEXURE B)FORTHE FINANCIAL YEAR ENDED 31ST M ARCH, 2015
[Pursuant to sect ion 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remunerat ion Personnel) Rules, 2014]
To,
The M embers,
606, New Delhi House
Barakhamba Road
New Delhi- 110001
We were appointed by the Board of Directors of (hereinafter called the Company) to
conduct the Secretarial Audit on a voluntary basis for the financial year of the Company ended 31st M arch, 2015.
We have conducted the Secretarial Audit in respect of compliance with applicable statutory provisionsand the adherence
to good corporate pract ices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluat ing the corporate conducts/ statutory compliancesand expressingour opinion thereon.
The Company's M anagement is responsible for preparat ion and maintenance of secretarial records and for devising
proper systemsto ensure compliance with the provisionsof applicable lawsand regulat ions.
Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company
with respect to secretarial compliances.
We believe that audit evidence and information obtained from the Company's management is adequate and appropriate
for usto provide a basis for our opinion.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st M arch, 2015 according to the provisionsof:
(I) The CompaniesAct, 2013 (the Act) and the rulesmade thereunder;
(ii) The Securit iesContracts(Regulat ion) Act, 1956 ('SCRA') and the rulesmade thereunder;
(iii) The DepositoriesAct , 1996 and the Regulationsand Bye-lawsframed thereunder;
(iv) Foreign Exchange M anagement Act , 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment , OverseasDirect Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securit ies and Exchange Board of India Act , 1992
('SEBI Act'):-
(a) The Securit iesand Exchange Board of India (Substant ial Acquisit ion of Sharesand Takeovers) Regulat ions, 2011;
(b) The Securit iesand Exchange Board of India (Prohibit ion of Insider Trading) Regulations, 1992;
(c) The Securit iesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securit ies and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulat ions, 1993
regarding the CompaniesAct and dealing with client ;
(e) The Securit ies and Exchange Board of India (Issue and Listing of Debt Securit ies) Regulat ions, 2008-
(f) The Securit iesand Exchange Board of India (Registrars to an Issue and Share Transfer Agents), Regulations, 1993
regarding the CompaniesAct and dealing with client -
(g) Securit iesand Exchange Board of India (Delist ing of Equity Shares) Regulat ions, 2009-
(h) Securit iesand Exchange Board of India (Buy Back of Securit ies) Regulat ions, 1998-
We have also examined compliance with the applicable clausesof the following:
(i) Secretarial Standards issued by The Institute of Company Secretariesof India.
(ii) The List ing Agreements entered into by the Company with Jaipur Stock Exchange Limited, M adras Stock
Exchange Limited, Ahmedabad Stock Exchange Limited and Delhi Stock Exchange Limited.
Integrated Capital ServicesLimited
Integrated Capital ServicesLimited
M anagement'sResponsibility for Secretarial Compliances
Auditor'sResponsibility
Opinion
NotApplicable
Not ApplicableNot Applicable
Not Applicable
28
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INTEGRATED CAPITAL SERVICES LIMITED
Note:
Integrated Capital ServicesLimited
Based on information received and recordsmaintained, we further report that:
We further report that
We further report that
We further report that
For GS& Associates
The Company's equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies
Exchange Board of India (SEBI) had withdrawn recognit ion of Delhi Stock Exchange Ltd. on November 19, 2014 and
allowed Jaipur Stock Exchange Limited to exit as a Stock Exchange on M arch 23, 2015 in terms of Clause 8 of the Exit
Circular, 2012.
The other two exchanges whereat the equity shares are listed, M adras Stock Exchange Ltd. and Ahmadabad Stock
Exchange Ltd. are in the processof gett ing exit order.
Based on our verif icat ion of the books, papers, minute books, forms and returns filed
and other records maintained by the company and also the informat ion provided by the Company, its officers, agents and
authorized representat ivesduring the conduct of secretarial audit.
We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st
M arch 2015, complied with the statutory provisions listed hereunder and also that the Company has proper board-
processes and compliance-mechanism in place to the extent , in the manner and subject to the report ing made
hereinafter:
During the period under review the Company has complied with the provisions of the Act, Rules, Regulat ions, Guidelines,
Standards, etc. ment ioned above subject to the following observat ions:
1. The Board of Directorsof the Company isduly const ituted with proper balance of Execut ive Directors, Non-Execut ive
Directors and Independent Directors. The changes in the composit ion of the Board of Directors that took place
during the period under review were carried out in compliance with the provisionsof the Act.
2. Adequate notice is given to all directors to schedule the Board M eetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further informat ion and
clar if icat ionson the agenda itemsbefore the meetingand for meaningful part icipat ion at the meet ing.
3. The Company hasproper Board processes.
there are adequate systems and processes in the company commensurate with the size and
operat ions of the company to monitor and ensure compliance with applicable laws, rules, regulat ions and
guidelines.
during the audit period there was Redemption of Preference Shares (not listed on Stock
Exchanges).
during the audit period there were no instancesof
(i) Public / Right/ Preferent ial issue of shares/ Debentures/ Sweat Equity, etc.
(ii) M ajor decisionstaken by the members in pursuance to section 180 of the CompaniesAct, 2013.
(iii) M erger/Amalgamation/ reconst ruction, etc.
(iv) Foreign technical collaborat ions
Gunjan Singh
Place: Noida
Date: 07/ 04/ 2015
ACSNo: A 23688
CPNo: 13960
29
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INTEGRATED CAPITAL SERVICES LIMITED
Sl. No. Name and Descript ion of
main products/ Services
NIC Code of t he
Product / Services*
% to total
turnover of t he
Company#
1 Consultancy Services 702 – Management
Consultancy Services
98.26
EXTRACT OF ANNUAL RETURN (“ANNEXURE C”)
I. REGISTRATION AND OTHERDETAILS
II. PRINCIPALBUSSINESSACTIVITIESOFTHECOM PANY
As on the financial year ended on 31st M arch 2015
[Pursuant to Sect ion 92 (3) of the Companies Act , 2013 and rule 12(1) of the Companies (M anagement and
Administ ration) Rules, 2014]
1 CIN L74899DL1993PLC051981
2 Regist ration Date 03/ 02/ 1993
3 Name of the Company INTEGRATEDCAPITALSERVICESLIM ITED
4 Category of the Company / Indian/ Limited By shares/
Sub Category of the Company Non-Government company
5 Addressof the Registered off ice 606, New Delhi House,
and contact details Barakhamba Road, New Delhi 110001
Contact : 011-43572784
6 Whether listed company Yes
7 Name, Addressand contact detailsof Link Int ime India Pvt. Ltd.
Regist rar and Transfer Agent , if any 44 Community Center, 2nd Floor,
Naraina Industrial Area
Phase 1 PVRNaraina
New Delhi 110028
Ph. No. 41410592 to 94
Fax- 41410951
Email- [email protected]
All the businessactivit iescontribut ing 10%or more of the total turnover of the Company shall be stated:-
* Asper Nat ional Indust rial Classificat ion – M inistry of Stat ist icsand Programme Implementation
# On the basisof GrossTurnover.
III. PARTICULARSOFHOLDING, SUBSIDIARYAND ASSOCIATE/ JOINTVENTURECOM PANIES
S. no. Name and Address of the Company Corporate Identi ficat ion
Number (CIN)/GLN
Holding/ Subsidiary/ Associates % of shares held Applicable Section
1. Deora Associates Private Limited U74899DL1989PTC038545 Holding 69.27 2(46) of the companies act 2013
2. Raas E Solutions Private Limited U74899DL1990PTC042243 Subsidiary 100.00 2(87) of t he companies act 2013
3. Green Infra Prof iles Private Limit ed U74999DL2009PTC191762 Subsidiary 100.00 2(87) of t he companies act 2013
4. KW Publishers Private Limited U22222DL2007PTC162185 Joint Venture 40.00 2(6) of t he companies act 2013
5. Greenway Advisors Private Limited U74140DL2010PTC208955 Joint Venture 50.00 2(6) of the companies act 2013
6. Sun Links Limited (a company
incorporated in England and Wales)
N.A. Joint Venture 50.00 N.A.
30
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INTEGRATED CAPITAL SERVICES LIMITED
I. SHAREHOLDINGPATTERN (Equity Share capital Breakup aspercentage of Total Equity)i) Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the beginn ing of the year No. of Shares held at the end of t he year %
Change
dur ing
the
year
Dem at Physical Total % of
Total
Shares
Dem at Physical Total % of
Total
Shares
A. Promoters(1) Indiana) Individual/ HUF
b) Cent ral Govt
c) Stat e Govt (s)
d) Bodies
Corporate
e) Banks/ FI
f) Any Ot hers…
Sub-¢total
(A) (1):-
(2) `Foreigna) NRIs-
Individuals
b) Other-
Individuals
c) Bodies
Corporate
d) Banks/ FIs
e) Any Ot her…
Sub-%total(A) (2):-ª
Total Shareholding ofPromoter(A) =(A)(1) + (A)(2)
6,00,000
0
0
25,041,000
0
0
25,641,000
0
0
0
0
0
0
25,641,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6,00,000
0
0
2,5041,000
0
0
25,641,000
0
0
0
0
0
0
25,641,000
1.66
0
0
69.27
0.00
0.00
70.93
0
0
0
0
0
0
70.93
6,00,000
0
0
25,041,000
0
0
25,641 ,000
0
0
0
0
0
0
25,641 ,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6,00,000
0
0
25,041,000
0
0
25,641,000
0
0
0
0
0
0
25,641,000
1.66
0.00
0.00
69.27
0.00
0.00
70.93
0.00
0.00
0.00
0.00
0.00
0.00
70.93
0
0
0
0
0
0
0.00
0
0
0
0
0
0.00
0.00
B. Public Shareholding1. Institut ionsa) M ut ual Funds
b) Banks/ FIs
c) Cent ral Govt .
d) Stat e Govt (s)
e) Venture Capital
Funds
f) Insurance
Companies
g) FIIs
h) Foreign
Venture Capital
Funds
i) Others (Specify)
Sub-°total(B)(1):-º
2. Non-ÅInstitut ions
a) Bodies Corp.
(i) Ind ian
(ii) Overseas
b) Individuals
i) Individual
Shareholding
nom inal share
0
0
0
0
0
0
0
0
0
0
511,000
0
12,22,600
0
0
0
0
0
0
0
0
0
0
9,000
0
3,370,000
0
0
0
0
0
0
0
0
0
0
520,000
0
4,592,600
0
0
0
0
0
0
0
0
0
0
1.44
0
12.70
0
0
0
0
0
0
0
0
0
0
511,000
0
1,222,600
0
0
0
0
0
0
0
0
0
0
9,000
0
3,370,000
0
0
0
0
0
0
0
0
0
0
520,000
0
4,592,60
0
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
1.44
0.00
12.70
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
31
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INTEGRATED CAPITAL SERVICES LIMITED
capital upto Rs.
1 lakh
ii) Individual
Shareholders
holding
nominal share
capital in excess
of Rs. 1 lakh
c) Others (Specify)
(c- i) Trusts
(c-¹ii)
Directors/ Relat ives
(c-+iii) Non Resident
Indian
(c-:iv) HUF
(c-¬v) Clearing M embers
(c- vi)Overseas
Corporate Bodies
Sub-êtotal
(B)(2):-\
Total Public
Shareholding
(B) = (B)(1) + (B)(2)
5,291,400
0
0
0
0
105,000
0
0
7,130,000
7,130,000
0
0
0
0
0
0
0
0
3,379,000
3,379,000
5,291,400
0
0
0
0
105,000
0
0
10,509,000
10,509,000
14.64
0
0.00
0.00
0
0.29
0.00
0.00
29.07
29.07
5,291,400
0
0
0
0
10,5000
0
7,130,000
7,130,000
0
0
0
0
0
0
0
0
337,9000
3,379,000
5,291,400
0
0
0
0
105,000
0
0
10,509,000
10,509,000
14.64
0
0.00
0.00
0.00
0.29
0.00
0.00
29.07
29.07
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
C. Share held by
Custodian for GDRS &
ADRS
0 0 0 0 0 0 0 0 0.00
Grand Total
(A+ B+ C)
32,771,000 3,379,000 3,6150,000 100 32,771,000 3,379,000 36,150,000 100 0.00
SI
No.
Shareholder ’s Name Shareholding at the beginning
of the year
Share holding at the end of the
year
No. of
Shares
% of
total
Shares
of the
Compan
y
% of
Shares
Pledge
d/
encum
bered
to
total
shares
No. of
Shares
% of
total
Shares
of the
Comp
any
% of
Shares
Pledged/
encumber
ed to
total
Shares
% change
in
shareholdin
g during
the year
1 Deora Associates
Private Limited
25041000 69.27 -¡ 25041000 69.27 -¡ 0.00
2 Sajeve Deora HUF 600000 1.66 -Ç 600000 1.66 -Ç 0.00
Total 25641000 70.93 -p 25641000 70.93 -p 0.00
32
ii) Shareholding of Promoters
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INTEGRATED CAPITAL SERVICES LIMITED
SINo.
Name ofShareholder
Shareholding at the beginning ofthe year
Cumulative Shareholdingduring the year
1 Ruchi M alhotra No. of Shares % of total
shares of the
Company
No. of shares % of total shares
of the Company
At the beginning of
the year
2372,000 6.56 0 0.00
Date wise Increase
/ Decrease in Share
holding during the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equit y etc):
0 0.00 0 0.00
At the End of the
year (or on the date
of separat ion, if
separated during
the year)
0 0.00 237,2000 6.56
SINo.
Shareholding at the beginning of the
year
Cumulat ive Shareholding during
the year
No. of Shares % of total shares
of the Company
No. of shares % of total
shares of the
Company
At the beginning
of the year
No Change No Change No Change No Change
Date wise
Increase/
Decrease in
Promoters
Shareholding
during the year
specifying the
reasons for
increase/
decrease (e. g.
Allotment /
Transfer /
Bonus/ sweat
equity et c):
No Change No Change No Change No Change
At the End of the
year
No Change No Change No Change No Change
33
(iii) Change in Promoters' Shareholding (please specify, if there is no change)
(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs):
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INTEGRATED CAPITAL SERVICES LIMITED
2 Heera Lal Bhasin No. of Shares % of totalshares of theCom pany
N o. of shares % of total sharesof the Com pany
At the beginning o f
t he year
950,000 2.63 0 0.00
Dat e w ise Incr ease
/ Decrease in Share
hold ing dur ing the
year specif ying the
reasons for
increase/ decrease
(e. g.
Allo t m ent /
t ransfer / bonus/
sw eat equ it y etc):
0 0.00 0 0.00
At the End of the
year (o r on the date
o f separat ion , if
separat ed dur ing
t he year)
0 0.00 9,50,000 2.63
3 M ot i Lal Bhasin No. of Shares % of totalshares of t heCom pany
N o. of shares % of total sharesof the Com pany
At the beginning o f
t he year
850,000 2.35 0 0.00
Dat e w ise Incr ease
/ Decrease in Share
hold ing dur ing the
year specif ying the
reasons for
increase/ decrease
(e. g.
Allo t m ent /
t ransfer / bonus/
sw eat equ it y etc):
0 0.00 0 0.00
At the End of the
year (o r on the date
o f separat ion , if
separat ed dur ing
t he year)
0 0.00 850,000 2.35
4 Indo Invest VisionLim ited
No. of Shares % of totalshares of t heCom pany
N o. of shares % of total sharesof the Com pany
At the beginning o f
t he year
482,000 1.33 0 0.00
Dat e w ise Incr ease
/ Decrease in Share
hold ing dur ing the
0 0.00 0 0.00
year specif ying the
reasons for
34
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INTEGRATED CAPITAL SERVICES LIMITED
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equit y etc):
At the End of the
year (or on the date
of separat ion, if
separated dur ing
the year)
0 0.00 482,000 1.33
5 Sukhbir SinghBhatia
No. of Shares % of totalshares of theCompany
No. of shares % of total sharesof the Company
At the beginning of
the year
324,700 0.90 0 0.00
Date wise Increase
/ Decrease in Share
holding dur ing the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equit y etc):
0 0.00 0 0.00
At the End of the
year (or on the date
of separat ion, if
separated dur ing
the year)
0 0.00 324,700 0.90
6. Nutan Nakra No. of Shares % of totalshares of theCompany
No. of shares % of total sharesof the Company
At the beginning of
the year
200,000 0.55 0 0.00
Date wise Increase
/ Decrease in Share
holding dur ing the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equit y etc):
0 0.00 0 0.00
35
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INTEGRATED CAPITAL SERVICES LIMITED
At t he End of t he
year (or on t he date
of separat ion, if
separated during
the year)
0 0.00 200,000 0.55
7 Chaitanya Jain No. of Shares % of totalshares of theCompany
No. of shares % of total sharesof the Company
At the beginning of
the year
164,700 0.46 0 0.00
Date w ise Increase
/ Decrease in Share
holding during the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equity etc):
0 0.00 0 0.00
At t he End of t he
year (or on t he date
of separat ion, if
separated during
the year)
0 0.00 164,700 0.46
8 Rupa Chatterjee No. of Shares % of totalshares of theCompany
No. of shares % of total sharesof the Company
At the beginning of
the year
160,000 0.44 0 0.00
Date w ise Increase
/ Decrease in Share
holding dur ing the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sw eat equit y etc):
0 0.00 0 0.00
At the End of the
year (or on the date
of separat ion, if
separated during
the year)
0 0.00 160,000 0.44
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INTEGRATED CAPITAL SERVICES LIMITED
9 Rajendra Singh No. of Shares % of total
shares of the
Company
No. of shares % of total shares
of the Company
At the beginning of
the year
160,000 0.44 0 0.00
Date wise Increase
/ Decrease in Share
holding during the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equity etc):
0 0.00 0 0.00
At the End of the
year (or on the date
of separat ion, if
separated during
the year)
0 0.00 160,000 0.44
10 Rasiklal Velsibhai
Dyani
No. of Shares % of total
shares of theCompany
No. of shares % of total shares
of the Company
At the beginning of
the year
110,000 0.30 0 0.00
Date wise Increase
/ Decrease in Share
holding during the
year specifying the
reasons for
increase/ decrease
(e. g.
Allotment /
t ransfer / bonus/
sweat equity etc):
0 0.00 0 0.00
At the End of the
year (or on the date
of separat ion, if
separated during
the year)
0 0.00 110,000 0.30
37
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INTEGRATED CAPITAL SERVICES LIMITED
SI
No.
Name of Director Shareholding at the beginning of the
year
Cumulat ive Shareholding
dur ing the year
No. of shares % of total shares
of the Com pany
No. of shares % of total
shares of the
Company
At the beginning
of the year
NIL NIL NIL NIL
Date w ise Increase
/
Decrease in Share
holding during the
year specifying the
reasons for
increase /
decrease (e. g.
Allot ment /
Transfer / bonus /
sw eat equit y etc):
NIL NIL NIL NIL
At the End of the
year
NIL NIL NIL NIL
Se cu red
Loans
exclud ing
d eposit s
Unsecure
d Loan s
Deposit s To t al Ind ebt edn ess
Ind ebt edn ess at the begin ningof the financial year
i ) Pr incipal Am o unt
i i) In t ere st du e b u t no t
paid
i ii ) In t ere st accr ued bu t
no t du e
0
0
0
0
0
0
0
0
0
0
0
0
To tal ( i + ii + iii) 0 0 0 0
Change in Indeb ted ness d uringth e financial year
• Addit ion
• Re duct ion
00
00
00
N et Chan ge
Ind ebt edn ess at the end o f th e
fin anciali ) Pr incipal Am o unt
i i) In t ere st du e b u t no t
paid
i ii ) In t ere st accr ued bu t
no t du e
0
0
0
0
0
0
0
0
0
0
0
0
To tal ( I +ii + iii) 0 0 0 0
38
v) Shareholding of Directors and Key M anagerial Personnel: NIL
V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/ accrued but not due for payment
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INTEGRATED CAPITAL SERVICES LIMITED
VI. REM U N ERATIO N OF D IRECTO RS AN D KEY M AN AGERIAL PERSON N EL
A. Rem unerat ion to M anagin g D irector, W hole – t im e Direct ors and/ or M an ager:
SL.
No.
Part icu lars o f Rem u nerat io n N am e o f M D/ W TD/ M anager To t al Am o un t
1. Gro ss salar y
(a) Salary as p er p ro vision s
con t ain ed in sect ion 17 (1) o f
t h e In co m e –t ax Act , 1961
(b ) Value o f p er q u isi t es u / s 17 (2)
o f t h e In co m e-Jt ax Act , 1961
(c) Pro f i t s in l ieu o f salar y u nd er
sect ion 17(3) Inco m e-Yt ax Act ,
1961
N il
N il
N il
N il
N il
N il
N il
N il
N il
N il
N il
N il
N il
N il
N il
2 . St o ck Op t ion
N il N il N il N il N il
3 . Sw eat Equ it y
N il N il N il N il N il
4 . Co m m ission
-Uas % o f p rof it
Ot h ers sp ecif y…
Nil N il N il N il N il
Ot h ers, p lease specify
N il N il N il N il N il
To t al(A) 0 0 0 0 0
Ceil in g as p er t h e Act NA N A NA N A N A
B. Rem unerat ion to the Directors:
S.
No .
Par t icu lars o f Rem u nerat ion Nam e o f Directo rs % o f
At t end ance
1. In depen dent Directo rs M r. Suresh Chander Kapur 100%
• Fee fo r at t en ding Bo ard
M eet ings du ring t he year Rs. 60,000/ -·
M r. Sandeep Chandra
• Fee fo r at t en ding Bo ard
M eet ings and Aud it
Com m it t ee M eet ings du ring
t he year
Rs. 85,000/ -€
M r. Am barish Chat terjee 100%
• Fee fo r at t en ding Bo ard
M eet ings and Aud it
Com m it t ee M eet ings du ring
t he year
Rs. 85,000/ -Þ
M s. Alka Jain
• Fee fo r at t en ding Bo ard
M eet ings and Aud it
Com m it t ee M eet ings du ring
t he year
Rs. 10,000/ -— 100%
Tota l 1 ) Rs. 2 ,40 ,000 / -•
39
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INTEGRATED CAPITAL SERVICES LIMITED
2. Other Non Execut ive Directors
• Fee for attending board
Committee meet ings
• Commission
• Others, please specify
0
0
0
0
0
0
0
0
0
0
0
0
• Fee for attending board
Committee meet ings
• Commission
• Others, please specify
0
0
0
0
0
0
0
0
0
0
0
0
Total (2) 0 0 0 0
Total (B)= (1+2) Rs. 2,40,000/ -‹
Total M anagerial Remunerat ion 0 0 0 0
Overall Ceiling as per the Act 0 0 0 0
C. REM UNERATION TO KEY M ANAGERIAL PERSONNEL OTHER THAN M D/ M ANAGER/ W TD:
Sl. No. Part iculars of
Remunerat ion
Key M anagerial Personnel
CEO/ M anaging
Director
Shivani
Arora(Company
Secretary)
Ravi M athur
(CFO)
Total
1
Gross salary
(a) Salary as per
provisions
contained in
section 17(1) of
the Income –tax
Act , 1961
(b) Value of
perquisites
u/ s17(2)
Income -âtax Act ,
1961
(c) Profits in lieu of
salary under
0
0
Rs. 405,833/ - Rs. 372,658/ - Rs. 778,491/ -
sect ion 17(3)
Income – tax Act ,
1961 0
2. Stock Option 0 0 0
3. Sweat Equity 0 0 0
4. Commission
- As % of profit
- Others, specify…
0 0 0
5 Total 0 Rs. 405,833/ -z Rs. 372,658/ -z Rs. 778,491/
0
0
0
-z
40
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INTEGRATED CAPITAL SERVICES LIMITED
VII. PENALTIES/ PUNISHM ENT/ COM POUNDING OF OFFENCES:
Type Sect ion of
The
Companies
Act
Brief
Descript ion
Details of
Penalty/
Punishment/
compounding
fees imposed
Authority [
RD/ NCLT/
COURT]
Appeal
made, if
any ( give
Details)
COM PANY, DIRECTORS AND OTHER OFFICERS IN DEFAULT
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None
For and on behalf of the Board of Directors
Place: New Delhi Brijinder Bhushan Deora
Date: 10/ 04/ 2015 (Chairman & Director)
DIN: 00004942
41
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INTEGRATED CAPITAL SERVICES LIMITED
M anagement Discussion and Analysis Report
M arket overview
Opportunitiesand threats
Segment-wise or product-wise performance
Internal control systemsand their adequacy
Accountsof the Company
Newer processes and materials, electronic form of business and geo-polit ical events have caused volat ility in commodity
prices, consequently reset in their values. 'Technology The Deflator' has had its effectsand is redefining the value chain in
product ion and servicesover the global marketplace.
The business restructuring when coupled with debt restructuring in a prominent measure is the safety net of conscious
managements. The market rates of interest in India have been ruling at a significant high compared to rates in compet it ive
markets, which calls innovative financing to form part of debt restructuring.
M anagementswith part icipat ive role have to redefine their engagementsand a greater role for controllers.
Consolidat ion amongst large sized enterprises is the new opportunity to avail economies and augurs well for compet it ive
condit ions in a businessaccret ive environment .
Use of financial instruments of hedging and developing bond market coupled with technological upgradat ion will shield
the businesses from operat ional stress. The near term est imates and foresight in benchmarking, tested for volat ility for
factorsotherwise considered stable, will provide the edge to survive.
Discovery of business relat ionships and development of deeper market intelligence can pave the path to sustainability,
and therefore, the emergence of scalable solut ions.
Governmentsand Central Banksglobally are working to balance interest ratesand inflat ion, and have limited abilit y to use
exchange ratesfor the purposes.
The new age emerging environment in the field of rest ructuring and turnaround tests the abilit y of advisors and
consultants to provide and implement globally relevant solut ions, which in most cases require cross-border reach. The
solutions have to be based on sound fundamentals and backed by knowledge of applicable laws and practices over
relevant jurisdict ions, which leadsthe need for teamswith global reach.The solut ionshave to be evolved in a t ime crushed
to achieve the targetsand deliver results to meet the dynamic variablesat hand.
The expected changes in the regime for rest ructuring and turnaround, with greater emphasis on recovery from the
credible acquirer of assets and abilit y of the creditors to change cont rol of debtor, will make the voices against Debtor In
Possession louder.
Turnaround management and Interim management isthe likely face of successful consult ing.
Digital platformsand networking frameworkshave to be accessed with maturity.
Risk M anagement practices will have to discharge a business support ive role, with focus remaining on containing risks of
counter party.
The Company operates in a single segment of Business Advisory and Consult ing Services, and therefore, there are no
separate segment wise detailsto be provided.
The Company hasadequate internal control systemscommensurate with the size and nature of itsoperations.
The Company hasprepared itsannual accountsfor the year ended M arch 31, 2015 in accordance with Indian GAAP.
Standalone Accounts of the Company for the year ended M arch 31, 2015 are available on the website of the Company,
www.raas.co.in
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INDEPENDENT AUDITORS' REPORT
TOTHEM EM BERSOFINTEGRATEDCAPITALSERVICESLIM ITED
1) Report on the Standalone Financial Statements
2) M anagement'sResponsibility for the Standalone Financial Statements.
3) Auditor'sResponsibility
4) Opinion
We have audited the accompanying standalone financial statements of Integrated Capital Services Limited(“ The
Company” ), which comprise the Balance Sheet as at M arch 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant accounting policies and other explanatory
informat ion.
The Company'sBoard of Directors is responsible for the matters stated in Sect ion 134 (5) of the CompaniesAct , 2013
(“ the Act ” ) with respect to the preparat ion of these standalone financial statements that give a true and fair view of
the financial posit ion, financial performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Account ing Standards specif ied under Sect ion 133 of the Act ,
read with Rule 7 of the Companies(Accounts) Rules, 2014. Thisresponsibilit y also includesmaintenance of adequate
account ing records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
prevent ing and detect ing frauds and other irregularit ies; selection and applicat ion of appropriate accounting
policies; making judgments and est imates that are reasonable and prudent ; and design, implementation and
maintenance of adequate internal financial controls, that were operat ing effect ively for ensuring the accuracy and
completeness of the account ing records, relevant to the preparation and presentation of the financial statements
that give a t rue and fair view and free from material misstatement , whether due to fraud or error.
Our responsibility is to expressan opinion on these financial statementsbased on our audit.
We have taken into account the provisions of the Act, the accounting and audit ing standards and matters which are
required to be included in the audit report under the provisionsof the Act and the Rulesmade thereunder.
We conducted our audit in accordance with the Standards on Audit ing specif ied under Sect ion 143 (10) of the Act .
Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statementsare free from material misstatement .
An audit involvesperformingproceduresto obtain audit evidence about the amountsand disclosures in the financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial cont rol relevant to the Company's preparation of the financial statements
that give a t rue and fair view in order to design audit proceduresthat are appropriate in circumstances but not for the
purpose of expressingan opinion on whether the Company hasin place an adequate internal financial control system
over financial report ing and the operat ing effectiveness of such cont rols. An audit also includes evaluat ing the
appropriateness of account ing policies used and the reasonableness of the accounting est imates made by the
Company'sDirectors, aswell asevaluat ing the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is suff icient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanat ions given to us, the aforesaid
standalone financial statements give the information required by the Act in the manner so required and give a t rue
and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the
Company asat M arch 31, 2015, and itsprofit and itscash flowsfor the year ended on that date.
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INTEGRATED CAPITAL SERVICES LIMITED
5) Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report ) Order, 2015 (the Order) issued by the Central Government of India
in terms of section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3
and 4 of the Order.
Asrequired by section 143 (3) of the Act , we report that:
a) We have sought and obtained all the informat ion and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit .
b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are
in agreement with the booksof account ;
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specif ied
under Section 133 of the Act , read with Rule 7 of the Companies(Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on M arch 31, 2015, taken on record by
the Board of Directors, none of the directors is disqualif ied as on M arch 31, 2015, from being appointed as a
director in termsof Section 164 (2) of the Act .
f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informat ion and according to
the explanationsgiven to us:
i) The Company doesnot have any pending lit igat ionswhich would impact itsposit ion.
ii) The Company did not have any long-term contracts including derivative cont racts for which there were any
material foreseeable losses.
iii) There were no amounts which were required to be t ransferred to the Investor Educat ion and Protect ion
Fund by the Company.
PU – 53, Vishakha Enclave, KR& Co
Pitampura, Chartered Accountants
New Delhi- 110088 Firm Regist ration No. 025217N
By the hand of
Rakesh Jain
July 10, 2015 Partner
New Delhi M embership No.086501
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INTEGRATED CAPITAL SERVICES LIMITED
ANNEXURE TO INDEPENDENT AUDITOR'S REPORT
i) (a) The Company is maintaining proper recordsshowing full part iculars, including quant itat ive detailsand situat ionof f ixed assets.
(b) As explained to us , all the fixed assets have been physically verified by the management in a phased periodicalmanner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets.No material discrepancieswere not iced on such verificat ion.
ii) The Company doesnot own any inventory. Accordingly, provisionsof clause (ii) (a), (ii) (b) and (ii) (c) of paragraph 3 ofthe Order are not applicable to the Company.
iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other part ies covered in theregister maintained under sect ion 189 of the Act. Accordingly, the provisionsof clause (iii)(a) and (b)of paragraph 3 ofthe Order are not applicable to the Company.
iv) In our opinion and according to the informat ion and explanations given to us, there are adequate internal cont rolsystemscommensurate with the size of the Company and the nature of its businesswith regards to purchase of f ixedassets and rendering of services. The act ivit ies of the Company do not involve purchase of inventory and the sale ofgoods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses ininternal cont rol systems.
v) The Company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Act andthe Companies(Acceptance of Deposits) Rules, 2014 (asamended).
vi) The Cent ral Government has not prescribed the maintenance of cost records under sect ion 148(1) of the Act for anyof the servicesrendered by the Company.
vii) a) According to the information and explanat ions given to us the provisions of Employees Provident Fund Act ,1952, and Employees' State Insurance Act , 1948, are not applicable to the Company and on the basis of ourexaminat ion of the books of account, the Company has generally been regular in deposit ing the undisputedstatutory dues applicable to the Company. According to the information and explanations given to us, noundisputed amountspayable in respect of aforesaid dueswere outstanding asat M arch 31, 2015, for a period ofmore than six monthsfrom the date they became payable.
b) According to the informat ion and explanationsgiven to us, there are no duesof income tax, salestax, wealth tax,service tax, duty of customs, duty of excise, value added tax and cess that have not been deposited by theCompany with appropriate authorit ieson account of dispute.
c) There isno amount required to be transferred to investor educat ion and protect ion fund in accordance with therelevant provisionsof the CompaniesAct , 1956 (1 of 1956) and rulesmade thereunder.
viii) The Company does not have accumulated losses at the end of the financial year and hasnot incurred any cash lossesduring the financial year covered by our audit and also in the immediately precedingfinancial year.
ix) The Company did not have any outstanding duesto a financial institut ion or bank or debenture holders.
x) According to the information and explanat ionsgiven to us, the Company hasnot given any guarantee for loans takenby othersfrom banksor financial inst itut ions.
xi) The Company hasnot obtained any term loans.
xii) To the best of our knowledge and according to the information and explanations given to us, no frauds on or by theCompany hasbeen not iced or reported duringthe year.
PU – 53, Vishakha Enclave, KR& Co
Pitampura, Chartered Accountants
New Delhi- 110088 Firm Regist ration No. 025217N
By the hand of
Rakesh Jain
July 10, 2015 Partner
New Delhi M embership No.086501
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INTEGRATED CAPITAL SERVICES LIMITED
2-33
-
46
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Br ijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M athur
Chief Financial Off icer
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2-33
47
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Br ijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M athur
Chief Financial Off icer
THE YEAR
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INTEGRATED CAPITAL SERVICES LIMITED
A. CASH FLOW FROM OPERATIONSProfit before taxAdjustment for
Operating profit before Working capital changes 89,77,079 53,72,821Adjustment for working capital changes:
Net cash flow from operating activit ies 1,06,10,547 54,42,015
Net cash used in operating activities (A) 75,38,754 39,55,203B. CASH FLOW FROM INVESTING ACTIVITIES
Net cash used in investing activities (B) 60,37,494 73,93,395C. CASH FLOW FROM FINANCING ACTIVITIES
Net cash used in financing activities (C) (1,05,00,000) (1,25,00,000)
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 30,76,247 (11,51,403)
85,77,414 51,27,046
Depreciat ion 5,72,694 3,24,138
Loss on sale of fixed assets - 6,006
Interest receipts (3,12,934) (1,82,900)
Adjustment of depreciat ion 1,39,905 -
Exchange rate fluctuat ion - 98,531
Increase/ (decrease) in other current liabilit ies (22,733) 9,00,021
Increase/ (decrease) in long term provisions 45,247 (44,136)
Increase/ (decrease) in short term borrowings 8,29,791 -
Increase/ (decrease) in short term provisions 9,62,873 (2,18,022)
Decrease/ (increase) in t rade receivables (3,61,778) (1,04,135)
Decrease/ (Increase) in other current assets 1,80,069 (4,64,534)
Taxes paid (30,71,794) (14,86,812)
Addit ions to tangible assets (4,17,640) (1,23,821)
Sale of tangible assets - 2,85,000
Decrease/ (increase) in long term loans and advances 4,01,41,810 (4,76,71,341)
Interest receipts 3,12,934 1,82,900
Decrease/ (increase) in investments (2,85,99,610) 6,12,70,658
Increase in fixed deposits receipts (54,00,000) (65,50,000)
Redempt ion of preference shares (1,05,00,000) (1,25,00,000)
Cash and cash equivalents - Opening balance 97,319 12,48,722
Cash and cash equivalents - Closing balance 31,73,567 97,319
In terms of our report attached.
M arch 31, 2015
Rs.
M arch 31, 2014
Rs.
CASH FLOW STATEM ENT FORTHE YEARENDED ON M ARCH 31, 2015
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Br ijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M at hur
Chief Financial Off icer
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INTEGRATED CAPITAL SERVICES LIMITED
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Notes to the financial statements as at M arch 31,2015
1 SIGNIFICANTACCOUNTINGPOLICIES
a) BASISOFPREPARATION OFFINANCIALSTATEM ENTS
b) USEOFESTIM ATES
c) FIXED ASSETS- TANGIBLE
d) IM PAIRM ENTOFASSETS
e) DEPRECIATION
f) INVESTM ENTS
The financial statements are prepared in accordance with the Indian Generally Accepted Account ing Principles
("GAAP") under the historical cost convention on accrual basis. These financial statements have been prepared
to comply in all material aspects with the accounting standards as not ified under sect ion 133 of the Companies
Act , 2013, read with Rule 7 of [Companies (Accounts) Rules, 2014], and other relevant provisions of Companies
Act , 2013, and the guidelines issued by the Securit ies Exchange Board of India. Accounting policies have been
consistently applied except where a newly issued account ing standard is init ially adopted or a revision to an
exist ing accounting standard requiresa change in the accountingpolicy hitherto in use.
The preparat ion of f inancial statements is in conformity with the generally accepted account ing principles
requires the management of the Company to make est imates and assumpt ions that affect the reported
balances of assets and liabilit ies and disclosures relat ing to the cont ingent liabilit ies as at the date of the
financial statements and reported amounts of income and expenses during the report ing period. Although
these est imates are based on the managements' best knowledge of current events and act ions that the
Company may undertake in future, the actual results could differ from those est imates. Any material changes in
estimatesare adjusted prospect ively.
Fixed assets are stated at cost and other incidental expenses, less accumulated depreciat ion and impairment
losses. The cost comprises purchase price and any att ributable cost incurred in bringing the asset to its working
condit ion for itsintended use.
An item of f ixed assets is de-recognised upon disposal or when no future economic benefits are expected from
its use or disposal. Any gain or loss arising on de-recognit ion of the fixed asset (calculated as the difference
between the net disposal proceedsand the carrying amount of the asset) is included in the financial statements
in the year the asset isde-recognised.
Considerat ion isgiven at each Balance Sheet date to determine whether there isany indicat ion of impairment of
the carrying amount of the Company's fixed assets. If any indicat ion exists, the recoverable value of assets is
estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount, the latter beinggreater of net sellingprice and value in use.
Depreciation on fixed assets is charged in accordance with est imate of useful life of the assets, on straight line
method, at rates specified in Schedule II of the Companies Act, 2013. Depreciat ion on assets purchased during
the year isprovided pro-rata to the period such asset wasput to use duringthe year.
In respect of an asset for which impairment loss is recognised, depreciation is provided on the revised carrying
amount of the assetsover itsremaining useful life.
Trade investments are the investments made to enhance the Company's business interests. Investments that
are intended to be held for more than a year, from the date of acquisit ion, are classif ied as long term
investments and are stated at cost and provision is made when there is a decline, other than temporary, in the
value thereof. Investments other long term investments, being current investments, are stated at cost or fair
value, whichever is lower.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged
or credited to the Statement of Profit and Loss.
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INTEGRATED CAPITAL SERVICES LIMITED
- Income and expenditure are accounted on accrual basis.
g) RECOGNITION OFREVENUEAND EXPENDITURE
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INTEGRATED CAPITAL SERVICES LIMITED
Notes to the financial statements as at M arch 31, 2015
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INTEGRATED CAPITAL SERVICES LIMITED
600,000 (600,000)
3
4
5
6
7
- -
-
-
Notes to the financial statements as at M arch 31, 2015
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INTEGRATED CAPITAL SERVICES LIMITED
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INTEGRATED CAPITAL SERVICES LIMITED
(a-b)
Unquoted
-
-
Notes to the financial statements as at M arch 31, 2015
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INTEGRATED CAPITAL SERVICES LIMITED
1,00,000 1,00,000
Prepaid
Notes to the financial statements as at M arch 31, 2015
non interest
-
-
-
-
-
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-
No.
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INTEGRATED CAPITAL SERVICES LIMITED
Notes to the financial statements as at M arch 31, 2015
-
-
21 BSE has accorded an In-Principle Approval for list ing of equity shares of the Company and the Company is complet ing the
requirementsand formalit ies in respect thereof.
22 The Company and certain other overseas professional organisat ions engaged in near like services are promot ing a non-
pract icing, Internat ional 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 internat ional work, and (iii) creat ing a frame work for
progressing joint pitching opportunit ies. The Company has nominated itsDirector to be a director on the Board of Directors
of the proposed company. The Company'sguarantee will be UKPound 1.
23 The Company had init iated arbitrat ion proceedings against it s clients in accordance with the rules and regulations of the
Nat ional Stock Exchange of India Limited in respect of t rades conducted by the Company for such clients at t rading counter
of the aforesaid stock exchange. The learned Arbitrators issued awards short of the claimed amounts by Rs. 22.10 lacs (Rs.
22.10 lacs) (excluding interest demanded by the Company). The Company'sappealsare pendingbefore the Courts.
24 As per Account ing Standard-21 on "Consolidated Financial Statement " and Account ing Standard-23 on "Account ing for
Investments in Associates in Consolidated Financial Statements" issued by the Chartered Accountants of India, the
Company haspresented consolidated financial statementsseparately.
Notes to the financial statements as at M arch 31, 2015
post em ployment
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INTEGRATED CAPITAL SERVICES LIMITED
- -
- -- -
25 The Company’s equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies
Exchange Board of India (SEBI) had withdrawn recognit ion of Delhi Stock Exchange Ltd. on November 19, 2014 and allowed
Jaipur Stock Exchange Ltd. to Exit as a Stock Exchange on M arch 23, 2015, in termsof Clause 8 of the Exit Circular, 2012, and
the equity shares of the Company are not listed on these stock exchanges. The Company is informed that 2 (two) stock
exchanges whereat the equity shares of the Company are listed, i.e., M adras Stock Exchange Ltd. and Ahmadabad Stock
Exchange Ltd., have applied to SEBI to Exit under the aforesaid Exit scheme and the equity sharesof the Company would no
longer be listed on those exchangesafter the Exit isallowed to the said exchanges.
26 The Company deals only in one segment , Consult ing and Advisory Services, hence, no separate informat ion for segment -
wise disclosure is required under Accounting Standard - 17 "Segment Reporting" , issued by the Inst itute of Chartered
Accountantsof India.
Notes to the financial statements as at M arch 31, 2015
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INTEGRATED CAPITAL SERVICES LIMITED
Particulars
-
-
-
Brijinder Bhushan Deora
Not es to t he financial stat em ent s as at M arch 31, 2015
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INTEGRATED CAPITAL SERVICES LIMITED
:
Brijinder Bhushan Deora
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Br ijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M at hur
Chief Financial Off icer
CONSOLIDATED INDEPENDENT AUDITORS' REPORT
To the M embersof Integrated Capital ServicesLimited
1) Report on the Consolidated Financial Statements
2) M anagement'sResponsibility for the Consolidated Financial Statements
3) Auditor'sResponsibility
We have audited the accompanying consolidated financial statements of Integrated Capital Services Limited (“ the
Holding Company” ) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “ the
Group” ), and its associates and joint ly controlled company, comprising of the Consolidated Balance Sheet as at
M arch 31, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year
then ended, and a summary of the signif icant account ing policies and other explanatory information (hereinafter
referred to as“ the consolidated financial statements” ).
The Holding Company's Board of Directors is responsible for the preparat ion of these consolidated financial
statements in terms of the requirements of the Companies Act, 2013 (“ the Act ” ) that give a true and fair view of the
consolidated financial posit ion, consolidated financial performance and consolidated cash flows of the Group
including its Associates and jointly controlled company in accordance with the accounting principles generally
accepted in India, including the Accounting Standardsspecified under Sect ion 133 of the Act , read with Rule 7 of the
Companies (Accounts) Rules, 2014. The respect ive Board of Directors of the companies included in the Group and of
its associates and joint ly controlled company are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Group and for prevent ing and detect ing
frauds and other irregularit ies; the selection and applicat ion of appropriate accounting policies; making judgments
and est imatesthat are reasonable and prudent ; and design, implementat ion and maintenance of adequate internal
financial controls, that were operat ing effectively for ensuring the accuracy and completeness of the account ing
records, relevant to the preparat ion and presentat ion of the financial statements that give a t rue and fair view and
are free from material misstatement , whether due to fraud or error, which have been used for the purpose of
preparation of the consolidated financial statementsby the Directorsof the Holding Company, asaforesaid.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While
conduct ing the audit , we have taken into account the provisions of the Act, the account ing and audit ing standards
and matterswhich are required to be included in the audit report under the provisionsof the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Audit ing specified under Section 143 (10) of the Act.
Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statementsare free from material misstatement .
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor 's judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal f inancial cont rol relevant to the Holding
Company'spreparat ion of the consolidated financial statementsthat give a t rue and fair view in order to design audit
procedures that are appropriate in circumstances but not for the purpose of expressing an opinion on whether the
Holding Company has an adequate internal f inancial control system over financial report ing in place and the
operat ing effect ivenessof such controls. An audit also includesevaluat ing the appropriatenessof accountingpolicies
used and the reasonablenessof the account ing est imatesmade by the Holding Company'sBoard of Directors, aswell
asevaluat ing the overall presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of
their reports referred to in sub-paragraph (i) of the 'Other M atters' paragraph below, is sufficient and appropriate to
provide a basis for our audit opinion on the consolidated financial statements.
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4) Opinion
5) Other M atters
6) Report on Other Legal and Regulatory Requirements
In our opinion and to the best of our informat ion and according to the explanat ions given to us, the aforesaid
consolidated financial statements give the information required by the Act in the manner so required and give a t rue
and fair view in conformity with the account ing principles generally accepted in India, of the state of affairs of the
Group, its associates and jointly cont rolled company as at M arch 31, 2015, and their consolidated profit and their
cash flowsfor the year ended on that date.
(i) The consolidated financial statements include the Group's share of net loss of Rs. 0.37 lacs for the year ended
M arch 31, 2015, as considered in the consolidated financial statements, in respect of 2 (two) associates and 1
(one) joint ly cont rolled company, whose financial statements/ financial information have not been audited.
These financial statements/ f inancial informat ion are unaudited and have been furnished to us by the
M anagement and our opinion on the consolidated financial statements, in so far as it relates to the amounts
and disclosures included in respect of these associates and joint ly controlled company, and our report in terms
of sub-sections (3) and (11) of Sect ion 143 of the Act in so far as it relates to the aforesaid associates and jointly
cont rolled company, isbased solely on such unaudited financial statements/ f inancial informat ion.
Our opinion on the consolidated financial statements, and our Report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matter with respect to our reliance on the work
done and the financial statements/ f inancial information cert if ied by the M anagement .
(i) As required by the Companies (Auditor's Report ) Order, 2015 (“ the Order ” ), issued by the Central Government
of India in termsof sub-sect ion (11) of Section 143 of the Act , based on the comments in the auditors' reports of
the Holding company, subsidiary companies incorporated in India and unaudited reports furnished to us by the
M anagement of the associate companies incorporated in India and joint ly controlled company incorporated
outside India, we give in the Annexure a statement on the mattersspecified in paragraphs3 and 4 of the Order.
(ii) Asrequired by Sect ion143(3) of the Act , we report that :
(a) We have sought and obtained all the information and explanat ionswhich to the best of our knowledge and
belief were necessary for the purposesof our audit of the aforesaid consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparat ion of the aforesaid
consolidated financial statements have been kept so far as it appearsfrom our examinat ion of those books
and the report of other auditors.
(c) The Consolidated Balance Sheet , the Consolidated Statement of Profit and Loss, and the Consolidated
Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparat ion of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Account ing Standards
specified under Sect ion 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the Holding Company as at
M arch 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the
respective statutory auditors of its subsidiary companies incorporated in India, and unaudited reports
furnished to us by the M anagement of the associate companies incorporated in India, and jointly
cont rolled company incorporated outside India, none of the directors of the Group companies, its
associate companies incorporated in India, and joint ly cont rolled company incorporated outside India, are
disqualified ason M arch 31, 2015, from being appointed asa director in termsof Sect ion 164 (2) of the Act.
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INTEGRATED CAPITAL SERVICES LIMITED
61
(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our informat ion and
according to the explanationsgiven to us:
(i) There were no pending lit igations which would impact the consolidated financial posit ion of the
Group, its associates incorporated in India and joint ly cont rolled company, incorporated outside
India.
(ii) The Group, its associates incorporated in India and joint ly cont rolled company incorporated outside
India, do not have any material foreseeable losses on long-term contracts including derivative
contracts.
(iii) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Holding Company, and its subsidiary companies, associate companies
incorporated in India, and joint ly cont rolled company incorporated outside India.
PU – 53, Vishakha Enclave, KR& Co
Pitampura, Chartered Accountants
New Delhi- 110088 Firm Regist ration No. 025217N
By the hand of
Rakesh Jain
July 10, 2015 Partner
New Delhi M embership No.086501
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INTEGRATED CAPITAL SERVICES LIMITED
62
ANNEXURE TO INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEM ENTS(Annexure to in paragraph 5)
Our report ing on the Order includes subsidiary companies incorporated in India on which the auditors have reported on inaccordance with the Order. Our report in respect of these subsidiar iesisbased solely on the reportsof their auditors.
(i) In respect of the fixed assetsof the Holding Company and itsaforesaid subsidiar ies:
(a) The respect ive entit ies have maintained proper records showing full part iculars, including quantitat ive details andsituat ion of f ixed assets.
(b) The fixed assets were physically verif ied by the management of the respect ive ent it ies in accordance with a phasedperiodical manner, which in our opinion is reasonable. No mater ial discrepancieswere not iced on such verif icat ion.
(ii) The HoldingCompany and itsaforesaid subsidiariesdo not own any inventory.
(iii) The Holding Company and itsaforesaid subsidiar ies have not granted any loans, secured or unsecured, to companies, firmsor other part iescovered in the register maintained under sect ion 189 of the Act .
(iv) In our opinion and according to the informat ion and explanat ions given to us and based on the auditors' reports issued inaccordance with the Order on the aforesaid subsidiar ies, there are adequate internal cont rol systems in the HoldingCompany and its aforesaid subsidiar ies, commensurate w ith the size of the respect ive ent it ies and the nature of theirbusiness with regards to purchase of f ixed assets and rendering of services. The act ivit ies of the respect ive ent it ies do notinvolve purchase of inventory and the sale of goods. During the course of our and other auditor'saudit , no cont inuing failureto correct major weaknesses in such internal cont rol system hasbeen observed.
(v) The Holding Company and its aforesaid subsidiar ies have not accepted any deposits from the public within the meaning ofsect ion 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (asamended).
(vi) The Cent ral Government hasnot prescr ibed the maintenance of cost records under sect ion 148 (1) of the Act for any of theservices rendered by the Holding Company and itsaforesaid subsidiar ies.
(vii) According to the information and explanat ions given to us and based on auditors' report issued in accordance with theOrder on the aforesaid subsidiaries, in respect of statutory duesof the HoldingCompany and itsaforesaid subsidiaries:
a) According to the informat ion and explanat ionsgiven to us the provisions of Employees Provident Fund Act, 1952, andEmployees' State Insurance Act , 1948, are not applicable to the Holding Company and its aforesaid subsidiaries andthe respect ive ent it ies have generally been regular in deposit ing the undisputed statutory dues applicable to therespective ent it ies. There were no undisputed amounts payable by the respect ive ent it ies in respect of aforesaidstatutory dues were outstanding as at M arch 31, 2015, for a period of more than six months from the date theybecame payable.
b) There are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax andcess that have not been deposited by the respect ive ent it ieswith appropriate authorit ieson account of dispute.
c) There is no amount required to be t ransferred to investor educat ion and protect ion fund in accordance w ith therelevant provisionsof the CompaniesAct , 1956 (1 of 1956) and rulesmade thereunder.
viii) The Holding Company and itsaforesaid subsidiar iesdo not have consolidated accumulated lossesat the end of the financialyear and have not incurred cash losses, on a consolidated basis, dur ing the financial year covered by our audit and also in theimmediately preceding financial year.
ix) The Holding Company and its aforesaid subsidiaries do not have any outstanding dues to a financial inst itution or bank ordebenture holders.
x) The Holding Company and its aforesaid subsidiar ies have not given any guarantee for loans taken by others from banks orfinancial institut ions.
xi) The HoldingCompany and itsaforesaid subsidiarieshave not obtained any term loans.
xii) To the best of our know ledge and according to the informat ion and explanat ions given to us, no fraud by the HoldingCompany and its aforesaid subsidiar ies and no fraud on the Holding Company and its aforesaid subsidiaries has beennoticed or reported during the year.
PU – 53, Vishakha Enclave, KR& Co
Pitampura, Chartered Accountants
New Delhi- 110088 Firm Regist ration No. 025217N
By the hand of
Rakesh Jain
M embership No.086501
July 10, 2015 Partner
New Delhi
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INTEGRATED CAPITAL SERVICES LIMITED
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64
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Brijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M at hur
Chief Financial Officer
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INTEGRATED CAPITAL SERVICES LIMITED
65
Deferred tax 259,790 2,997,758
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INTEGRATED CAPITAL SERVICES LIMITED
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Br ijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M athur
Chief Financial Off icer
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INTEGRATED CAPITAL SERVICES LIMITED
66
Rajiv Jaisw al
M anagin g Directo r
DIN No . 02608317
Br i j ind er Bhu sh an Deora
Chairm an & Direct o r
DIN No . 00004942
Sh ivan i Aro ra
Com pany Secre tar y
M em b ersh ip No. A32491
Ravi M at hu r
Ch ief Financial Of f icer
-
-
-
-
-
-
-
-
-
Notesto the consolidated financial statementsasat M arch 31, 20151 ACCOUNTINGPOLICIES
a) BASISOFPREPARATION OFFINANCIALSTATEM ENTS
b) USEOFESTIM ATES
c) PRINCIPLESOFCONSOLIDATION
The Consolidated Financial Statements (CFS) include the financial statements of Integrated Capital Services
Limited (the Company) and its subsidiaries (the Group). The CFSof the Group are prepared in accordance with
the Indian Generally Accepted Account ing Principles ("GAAP") under the historical cost convent ion on accrual
basis. These CFShave been prepared to comply in all material aspectswith the account ing standardsas not if ied
under sect ion 133 of the Companies Act , 2013, read with Rule 7 of [Companies (Accounts) Rules, 2014, as
amended], and the other relevant provisions of Companies Act, 2013, and the Guidelines issued by the
Securit ies Exchange Board of India. Accounting policies have been consistent ly applied except where a newly
issued account ing standard is init ially adopted or a revision to an exist ing accounting standard requiresa change
in the account ing policy hitherto in use.
The preparat ion of CFS is in conformity with the generally accepted accounting principles requires the
management of the Company to make estimates and assumpt ions that affect the reported balances of assets
and liabilit ies and disclosures relat ing to the cont ingent liabilit ies as at the date of the financial statements and
reported amountsof income and expenses during the report ing period. Although these est imatesare based on
the managements' best knowledge of current events and act ions that the Company may undertake in future,
the actual results could differ from those est imates. Any material changes in estimates are adjusted
prospectively.
The financial statements of the subsidiaries used in the consolidat ion are drawn upto the same report ing date
asof the Company.
The consolidated financial statementshave been prepared on the followingbasis:
i) The CFSof the Group have been prepared in accordance with Account ing Standard-21 as not if ied by the
Companies(Accounts) Rules, 2014, to the extent possible in the same format asthat adopted by the parent
Company for its separate financial statements by regrouping, recast ing or rearranging figures, wherever
considered necessary.
ii) The CFSinclude the financial statements of the Company and all its subsidiar ies, which are more than 50%
owned or cont rolled. Investments in ent it ies that were not more than 50%owned or cont rolled have been
accounted for in accordance with the provisions of Accounting Standard 23 'Accounting for Investments in
Associates' in CFSnot ified pursuant to the Companies(Accounts) Rules, 2014.
iii) The consolidat ion of the financial statements of the parent Company and its subsidiaries is done to the
extent possible on line-by-line basis by adding together like items of assets, liabilit ies, income and
expenses. Inter-company balances, t ransact ions and unrealized profits or losses have been fully
eliminated in the processof consolidation.
iv) The excess of cost to the Company of its investment in the subsidiary over its share of the equity of the
subsidiary, at the date on which the investment in the subsidiary was made, is recognised as 'Goodwill'
being an asset in the Consolidated Financial Statements.
v) Goodwill arising on consolidation is fully amortised in the year of arisingof the same.
vi) The audited financial statements of associates are used in the consolidation, if available, otherwise
unaudited financial statements are used. Financial statements of all associate companies have been
consolidated based on equity method as per Account ing Standard-23 "Account ing for Investments in
Associates in Consolidated Financial Statements" notified by Companies (Account ing Standard) Rules,
2006.
vii) Related party transactionswith consolidatingsubsidiarieshave been eliminated in CFS.
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INTEGRATED CAPITAL SERVICES LIMITED
Notesto the consolidated financial statementsasat M arch 31, 2015
Fixed assets are stated at cost and other incidental expenses, less accumulated depreciat ion and impairment
losses. The cost comprises purchase price and any attributable cost incurred in bringing the asset to its
workingcondit ion for its intended use.
An item of f ixed assets isde-recognised upon disposal or when no future economic benefitsare expected from
its use or disposal. Any gain or loss arising on de-recognit ion of the fixed asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset ) is included in the financial
statements in the year the asset isde-recognised.
Considerat ion is given at each Balance Sheet date to determine whether there is any indication of impairment
of the carrying amount of the Company's fixed assets. If any indication exists, the recoverable value of assets is
estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its
recoverable amount, the latter beinggreater of net sellingprice and value in use.
Depreciation on fixed assets is charged in accordance with estimate of useful life of the assets, on straight line
method, at ratesspecif ied in Schedule II of the CompaniesAct , 2013. Depreciat ion on assetspurchased during
the year isprovided pro-rata to the period such asset wasput to use during the year.
In respect of an asset for which impairment loss isrecognised, depreciation isprovided on the revised carrying
amount of the assetsover itsremaining useful life.
Trade investments are the investments made to enhance the Company's business interests. Investments that
are intended to be held for more than a year, from the date of acquisit ion, are classif ied as long term
investments and are stated at cost and provision is made when there isa decline, other than temporary, in the
value thereof. Investments other long term investments, being current investments, are stated at cost or fair
value, whichever is lower.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is
charged or credited to the Statement of Profit and Loss.
- Income and expenditure are accounted on accrual basis.-Interest income is recognised on t ime
proport ion basis taking into account the amount outstanding and the applicable rate of interest .
- Expenditure incurred on continuing education programs in which employees part icipate is expensed in
the year it is incurred.
- Dividend on sharesearned are accounted in the year of receipt.
Revenue and expenditure items, current assets, current liabilit ies, if any, appearing/ outstanding at the year
end, are converted into equivalent Indian Rupees at the exchange rate prevailing at the year end except in
caseswhere actual amount hasbeen ascertained by the t ime of f inalization of accounts.
Transact ions in foreign currencies are accounted at the exchange rate prevailing at the t ime of transaction.
Foreign currency monetary assets and liabilit ies are translated at year end exchange rates. Exchange
difference arising on set t lement of t ransact ions and translat ion of monetary items are recognised as income
or expense in the year in which they arise.
Provision for current income tax ismade asper the provisionsof the Income tax Act, 1961.
Deferred tax result ing from "timing difference" between taxable and account ing income isaccounted for using
the tax rates and laws that are enacted or substant ively enacted as on the balance sheet date. Deferred tax
asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be
realised in future.
d) FIXED ASSETS- TANGIBLE
e) IM PAIRM ENTOFASSETS
f) DEPRECIATION
g) INVESTM ENTS
h) RECOGNITION OFREVENUEAND EXPENDITURE
I) FOREIGN CURRENCYTRANSLATIONSAND TRANSACTIONS
j) TAXESON INCOM E
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INTEGRATED CAPITAL SERVICES LIMITED
Notesto the consolidated financial statementsasat M arch 31, 2015k) EARNINGSPERSHARE
l) CASH FLOW STATEM ENT
m) CASH AND CASH EQUIVALENTS
n) PROVISIONS, CONTINGENTLIABILITIESAND CONTINGENTASSETS
o) RETIREM ENTBENEFITS
p) SHAREISSUEEXPENSES
q) M ISCELLANEOUSEXPENDITURE
The Company reports basic and diluted per equity share in accordance with Account ing Standard (AS) 20,
"Earningsper Share" issued by the Institute of Chartered Accountantsof India. Basic earningsper equity share is
computed by dividing net income by the weighted average number of equity shares outstanding for the year.
Diluted earnings per equity share is computed by dividing net income by the weighted average number of
equity sharesoutstanding including sharespending allotment .
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of
t ransact ions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The
cash flowsfrom regular revenue generating, invest ing and financing act ivit iesof the Company are segregated.
Cash and cash equivalents for the purposesof cash flow statement comprise cash at bank and in hand, and short
term investmentswith an original maturity period of three monthsor less.
Provision involving substant ial degree of est imation in measurement are recognised when there is a present
obligat ion as a result of past events and it is probable that there will be an outf low of resources. Cont ingent
liabilit ies are not recognised but are disclosed in the notes. Cont ingent assets are neither recognised nor
disclosed in the financial statements.
In accordance with the Account ing Standard -15 on "Employee Benefits" , the Company provides for gratuity
covering eligible employees on the basis of actuarial valuat ion as carried out by an Actuary. The liability is
unfunded.
Liability in respect of leave encashment isaccounted for at the time of termination of service.
Expenditure incurred in connect ion with and connected with issue of shares is amort ised against premium
received on issue of shares.
M iscellaneousexpenditure isamort ised over a period of 5 years.
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INTEGRATED CAPITAL SERVICES LIMITED
70
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INTEGRATED CAPITAL SERVICES LIMITED
71
Rs. 84,644 (Rs. 37,712).
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INTEGRATED CAPITAL SERVICES LIMITED
488
72
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INTEGRATED CAPITAL SERVICES LIMITED
Gratuity (unfunded)
-
73
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INTEGRATED CAPITAL SERVICES LIMITED
(708)
74
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INTEGRATED CAPITAL SERVICES LIMITED
40,000 (40,000)
75
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INTEGRATED CAPITAL SERVICES LIMITED
2,828
76
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INTEGRATED CAPITAL SERVICES LIMITED
77
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INTEGRATED CAPITAL SERVICES LIMITED
23
24
25
26
28
BSEhas accorded an In-Principle Approval for list ing of equity shares of the Company and the Company is complet ing the
requirementsand formalit ies in respect thereof.
In the opinion of the Board, the assets, other than fixed assets and non-current investments, do have a value on
realisat ion in the ordinary course of businessat least equal to the amount at which they are stated.
The Company had init iated arbit rat ion proceedings against it s clients in accordance with the rules and regulat ions of the
Nat ional Stock Exchange of India Limited in respect of t rades conducted by the Company for such clients at trading
counter of the aforesaid stock exchange. The learned Arbitrators issued awardsshort of the claimed amountsby Rs. 22.10
lacs (Rs. 22.10 lacs) (excluding interest demanded by the Company). The Company's appeals are pending before the
Courts.
The holding Company deals only in one segment, Consult ing and Advisory services, hence, no separate informat ion for
segment w ise disclosure is required under Account ing Standard - 17 " Segment Report ing" , issued by the Inst itute of
Chartered Accountantsof India.
The Company’s equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies
Exchange Board of India (SEBI) had withdrawn recognit ion of Delhi Stock Exchange Ltd. on November 19, 2014 and
allowed Jaipur Stock Exchange Ltd. to Exit asa Stock Exchange on M arch 23, 2015, in termsof Clause 8 of the Exit Circular,
2012, and the equity shares of the Company are not listed on these stock exchanges. The Company is informed that 2
(two) stock exchanges whereat the equity shares of the Company are listed, i.e., M adras Stock Exchange Ltd. and
Ahmadabad Stock Exchange Ltd., have applied to SEBI to Exit under the aforesaid Exit scheme and the equity sharesof the
Company would no longer be listed on those exchangesafter the Exit isallowed to the said exchanges.
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INTEGRATED CAPITAL SERVICES LIMITED
1.55
(3.29)
91,675
(194,716)
1.11 65,988
Brijinder Bhushan Deora
79
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INTEGRATED CAPITAL SERVICES LIMITED
Brijinder Bhushan Deora
:
80
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INTEGRATED CAPITAL SERVICES LIMITED
Rajiv Jaiswal
M anaging Director
DIN No. 02608317
Br ijinder Bhushan Deora
Chairman & Director
DIN No. 00004942
Shivani Arora
Com pany Secretary
M em bership No. A32491
Ravi M athur
Chief Financial Off icer
April 10, 2015
New Delhi
FORM AOC-1
Part “A”: Subsidiaries
(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containingsalient featuresof financial statement of subsidiaries/ associatescompanies/ joint ventures
S. No. Particulars Green Infra ProfilesPrivate Limited RAASe Solut ionsPrivate Limited
(Amt, in Rs.)
1 Share Capital 100,000 840,000
2 Reservesand Surplus 458,957 4,091,348
3 Total Assets 12,494,426 5,109,534
4 Total Liabilit ies 11,935,469 178,186
5 Investments NIL 1,818,000
6 Turnover 875,000 1,206,967
7 Profit before taxat ion (44,890) 40,942
8 Provision for taxat ion NIL NIL
9 Profit after taxat ion (46,889) 9,968
10 Proposed Dividend NIL NIL
11 %of shareholding 100 100
The following information shall be furnished at the end of the statements:
1. Name of subsidiarieswhich are yet to commence operations:
2. Name of subsidiarieswhich have been liquidated or sold duringthe year:
* Financial informat ion based on Audited Results
#Company havingM arch 31 asa report ing date
Note:
NIL
NIL
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INTEGRATED CAPITAL SERVICES LIMITED
S. No. Name of Associates/ Joint Venture Greenway
Advisors Private
Limit ed
KW Publishers
Private
Limit ed
Sun Links
Limit ed (A
Company
incorporated in
England and
Wales)
(Amt, in Rs.) (Amt, in GBP)
1 Share of Associates/ Joint Venture heldby the company on the year end
No. of shares 10,000 40,000 2,500
Amount of Investment in Associate/
Joint Venture
100,000 1,000,000
(including
premium)
2,500
Extent of Holding % 50 40 50
2 Descript ion of how there is significant
influence
Joint Venture
Agreement
Joint Venture
Agreement
Joint Venture
Agreement
3 Reason why the associate / joint venture
is not consolidated
Not applicable Not applicable Not applicable
4 Networth at t ributable to shareholding
as per latest audit ed Balance Sheet (as
at M arch 31, 2014)
86,611 19,45,490 8,023
5 Profit/ Loss for the year* (3,89,433) 2,29,188 2,705
I) Considered in Consolidat ion (1,94,716) 91,675 1,352.50
II) Not considerat ion in Consolidat ion - - -
Part “B” Joint Ventures
Note:
NIL
NIL
The following information shall be furnished at the end of the statements:
1. Name of Associates/ Joint Ventureswhich are yet to commence operations:
2. Name of Associates/ Joint Ventureswhich have been liquidated or sold during the year:
* Financial informat ion based on Unaudited Results
#Company havingM arch 31 asa report ing date
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INTEGRATED CAPITAL SERVICES LIMITED
BOOK-POST
INTEGRATEDCAPITALSERVICESLIMITEDRegistered Office: 606, New Delhi House,Barakhamba Road, New Delhi 110 001
If undelivered please return to :
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