To,
The Members,
INTEGRA CAPITAL LIMITED
(Formerly known as Integra Capital Management Limited)
Dear Members,
Your Directors have pleasure in presenting you the 34th Annual Report together with the
audited statement of Accounts of the Company for the financial year ended 31st March,
2024.
1. FINANCIAL RESULTS:
(All amounts in Lakh of INR)
| PARTICULARS |
2023-24 |
2022-23 |
| Revenue from operation |
125.36 |
10.16 |
| Other income |
0.04 |
0.01 |
| Total Revenue |
125.41 |
10.17 |
| Net Loss on Fair Value Changes |
- |
27.03 |
| Impairment on Financial Instruments |
(0.10) |
0.09 |
| Employee benefits expenses |
8.30 |
1.00 |
| Finance Cost |
- |
- |
| Other Expenses |
19.80 |
12.64 |
| Total Expenses |
28.00 |
40.76 |
| Profit before tax |
97.40 |
(30.59) |
| Less: Tax Expenses |
1.51 |
- |
| Profit after tax |
95.89 |
(30.59) |
| Other Comprehensive Income |
- |
- |
| Total Comprehensive Income/(Loss) for the Year |
- |
- |
| Earning per Shares (Basic) |
2.04 |
(0.65) |
| Earning per Shares (Diluted) |
2.04 |
(0.65) |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:
• The revenue generated from operations amounted to INR 125.36/- Lakh in F.Y.
2023-24 as compared to F.Y. 202223, in which revenue generated was amounted to INR 10.16/-
Lakh.
• Net profit (Loss) after tax is INR 95.89/- Lakh in F.Y. 2023-24 in Comparison to
loss of INR (30.59)/- Lakhs in F.Y. 2022-23.
3. CHANGE IN THE NATURE OF BUSINESS:
There was no Changes in the nature of business of the Company during the current
financial year.
4. SHARE CAPITAL:
The Authorized Share Capital of the Company is INR 15,00,00,000/- (Rupees Fifteen
Crore). During the year under review, there was no change in the Company's issued,
subscribed and paid-up equity share capital. On March 31, 2024, the paid-up capital stood
at INR 4,70,28,000/- (Rupees Four Crore Seventy Lakh Twenty-Eight Thousand) divided into
47,02,800(Forty-Seven Lakh Two Thousand Eight Hundred) Equity Shares of INR 10/- (Rupee
Ten Only) each.
5. OPERATION
The Company is categorized as B group NBFC "Non-Public Deposit Accepting
Company" by the Reserve Bank of India. During the year under report, the Company did
not transact any hire purchase and/or leasing business. The Company continued to engage in
its wealth/assets management business; and investments in shares & stocks, mutual
funds, fixed deposits etc., and consultancy & advisory services. The Company is,
however, constantly looking for suitable business opportunities to engage in and enhance
its revenues. The overall running of the Company's affairs/operations has remained
satisfactory.
6. DIVIDEND:
The company has gained the net profit of INR 95.89 (In Lakh), however company has
decided to utilize such profits for the growth of the company, the Board of Directors of
the company has not recommended any dividend for the financial year ended on 31st March,
2024.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no outstanding unclaimed/unpaid dividend as on 31st March 2023.
8. TRANSFER TO RESERVES:
Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies
(NBFCs) are required to transfer a sum of not less than 20% of its net profit every year
to the reserve fund before declaration of any dividend. Accordingly, Integra Capital
Management Ltd. (‘the Company' or ‘ICML') has till date transferred a sum of Rs.
8,225.66 (in Thousand) to its reserve fund.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the Financial Year of the
Company to which the Financial statements relate and the date of Report.
10. DEPOSITS:
The Company has not accepted any fixed deposits during the period under report; and the
fixed deposits, as at the end of the year 31.03.2024.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013:
The particulars of loans, guarantees and investments, wherever required, have been
disclosed in the financial statements, which also form part of this report.
12. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.
13. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The Company is not a manufacturing Company. Therefore, conservation of Energy &
Technology Absorption is not applicable. The Company has neither earned nor spent on
foreign exchange.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As of the date of the report, your company has the following
Directors on its Board:
| S. No |
Name |
Designation |
DIN/PAN |
Date of Appointment |
| 1 |
Pankaj Vohra |
Chief Financial Officer |
00030499 |
09/04/2019 |
| 2 |
Pankaj Vohra |
Executive Director |
00030499 |
30/09/2002 |
| 3 |
Tarun Vohra |
Managing Director |
00030470 |
02/05/1990 |
| 4 |
Anjali Vohra |
Non-Executive Director |
08551458 |
30/09/2019 |
| 5 |
Ajay Pratapray Shanghavi |
Non-Executive Independent Director |
00084653 |
05/04/2022 |
| 6 |
Rajesh Kumar |
Non-Executive Independent Director |
00042850 |
20/05/2024 |
| 7 |
Shikha Garg |
Company Secretary |
DRDPG1627J |
23/07/2024 |
During the year under review following changes took place in the Board of Directors and
Key Managerial Persons:
1. Mr. Rajesh Kumar (DIN: 00042850) appointed as an additional director on the Board of
the Company with effect from May 20, 2024 has been regularized as a Non-Executive
Independent Director at AGM held dated September 09, 2022.
2. Mr. Tiruvayangudy Sundararaghavan Sridharan has resigned as an Independent Director
from the Board of the company with effect from May 15, 2023.
3. Ms. Saroj Bhandari has resigned as an Independent Director from the Board of the
company with effect from May 23, 2023.
4. Ms. Shivani Jindal has been appointed as a Company Secretary and Compliance Officer
to the company with effect from April 18, 2023 & resigned on 29th July, 2023.
5. Mr. Rajgopal Swami (DIN: 01445467) has resigned as an Independent Director from the
Board of the company with effect from 9th May, 2024.
6. Mr. Neeraj Kumar Goel has been completed his tenure as an Independent Director from
the Board of the company with effect from May 1, 2024.
7. Ms. Brinda Mahajan has resigned as a Company Secretary and Compliance Officer from
the company with effect from April 17, 2023.
8. Ms Megha Wadhwa has been appointed as the Company Secretary and Compliance Officer
as on 25 th August, 2023 and has resigned as a Company Secretary and Compliance Officer
with effect from July 18, 2024.
9. Ms. Shikha Garg has been appointed as the Company Secretary and Compliance Officer
with effect from 23rd July, 2024.
Independent Director:
In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Ajay Pratapray
Shanghavi and Mr. Rajesh Kumar (DIN: 00042850) are the Independent Directors of the
Company as on date of this report.
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI
Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of
the SEBI Listing Regulations, the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. The Company has received
confirmation from all the Independent Directors of their registration on the Independent
Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of
Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfill the conditions
specified in the Act as well as the Rules made thereunder and are independent of the
management.
Key Managerial Personnel:
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company
during FY 2023-24 are:
• Ms. Brinda Mahajan was the Company Secretary and Compliance Officer till
17/04/2023.
• Ms. Shivani Jindal appointed as the Company Secretary and Compliance Officer
w.e.f. 18/04/2023 has resigned on 29th July, 2023.
• Ms Megha Wadhwa appointed as the Company Secretary and Compliance Officer w.e.f.
25th August, 2023 and has resigned on July 18, 2024.
• Ms. Shikha Garg has been appointed as the Company Secretary and Compliance
Officer as on 23 rd July, 2024.
• Mr. Pankaj Vohra is the Chief Financial Officer of the company
• Mr. Tarun Vohra is the Managing Director of the company
15. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board met 9 (Nine) times to deliberate on various matters on
18/04/2023, 18/05/2023, 26/052023, 11/08/2023, 25/08/2023, 09/11/2023, 12/12/2023,
14/02/2024, and 11/032024.
The intervening gap between any two meetings did not exceed 120 days.
| Name of the Director |
Category |
Number of Board meetings entitled to attend |
Board Meetings Attended |
| Mr. Tarun Vohra |
Managing Director |
9 |
9 |
| Mr. Pankaj Vohra |
Director |
9 |
9 |
| Mr. Neeraj Kumar Goel |
Independent Director |
9 |
9 |
| Mr. Anjali Vohra |
Director |
9 |
9 |
| Mr. Saroj Bhandari |
Independent Director |
2 |
2 |
| Mr. Tiruvayangudy Sundararaghavan Sridharan |
Independent Director |
1 |
1 |
| Mr.Rajgopal Swami |
Independent Director |
9 |
9 |
| Mr. Ajay Pratapray Shanghavi |
Independent Director |
9 |
9 |
16. SEPARATE MEETING OF INDEPENDENT DIRECTORS.
Independent Directors of the Company held their Separate meeting under Regulation 25(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule
IV of Companies Act, 2013 on Monday, 25th March, 2023 at the registered office of the
Company at 32, Regal Building, Sansad Marg, Delhi-110001 to evaluate their performance.
17. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee.
Further, during the year under review, all recommendations made by the various
committees have been accepted by the Board.
18. AUDIT COMMITTEE
The Company has duly constituted an Audit Committee of directors in compliance with
Section 177 of the Companies Act, 2013 consisting of Three (3) members out of whom Two (2)
are Independent and One (1) is Executive Director (Mr. Ajay Pratapray Shanghavi & Mr.
Rajesh Kumar are Independent Directors and Mr. Pankaj Vohra is Executive Director).
The Committee comprises of:
• Ajay Pratapray Shanghavi (Chairman & Independent Director),
• Mr. Rajesh Kumar (Member, Independent Director),
• Mr. Pankaj Vohras (Member, Executive Director)
At the begging of the year composition of Audit Committee is as follows:
| S.no |
Name of Director |
Designation |
| 1. |
Saroj Bhandari |
Independent Director (Chairperson) |
| 2. |
Tiruvayangudy Sundararaghavan Sridharan |
Independent Director (Membe r) |
| 3. |
Pankaj Vohra |
Director (Member) |
*During the period under review, Ms. Saroj Bhandari resigned w.e.f. 23rd May, 2023
& Mr. Tiruvayangudy Sundararaghavan Sridharan resigned w.e.f. 15 th May, 2023.
*Board has^ reconstituted the Audit Committee as follows:
| S.no |
Name of Director |
Designation |
| 1. |
Ajay Pratapray Shanghavi |
Independent Director (Chairperson) |
| 2. |
Rajgopal Swami |
Independent Director (Member) |
| 3. |
Pankaj Vohra |
Executive Director (Member) |
*After the reporting period 31st March, 2024 till the date of signing of report Rajesh
Kumar is appointed as the Independent Director w.e.f. 20th May, 2024 and reconstitution of
Audit Committee has taken place.
During the year under review total 6 (Six) Meetings of the Committee were held on 18th
May, 2023, 26th May, 2023, 11th August, 2023, 09th November, 2023, 14th February, 2024 and
11th March, 2024. The maximum interval between any two meetings did not exceed 120 days.
The Company Secretary of the Company acts as the Secretary to the Audit Committee. The
primary objective of the Audit Committee is to monitor and provide an effective
supervision of the management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Audit Committee overseas the work carried out in the financial reporting
process by the management, the internal Auditors and the Independent Auditors and notes
the processes and safeguards employed by each of them. All possible measures must be taken
by the Audit Committee to ensure the objectivity and independence of the independent
auditors.
The Board has accepted all recommendations of Audit Committee.
19. NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013. The Committee's scope of work includes
nominate the directors as per their qualifications, experience and positive attributes,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation etc.
The Committee comprises of:
• Rajesh Kumar (Chairperson and Independent Director)
• Ajay Pratapray Shanghavi (Member, Independent Director)
• Anjali Vohra (Member, Non-executive Director)
The composition of Nomination and Remuneration Committee consist of three non-executive
directors with the following members.
At the begging of the year composition of Nomination and Remuneration Committee is as
follows:
| S.no |
Name of Director |
Designation |
| 1. |
Saroj Bhandari |
Independent Director (Chairperson) |
| 2. |
Tiruvayangudy Sundararaghavan Sridharan |
Independent Director (Membe r) |
| 3. |
Anjali Vohra |
Non-Executive Director (Member) |
*During the period under review, Mr. Tiruvayangudy Sundararaghavan Sridharan resigned
w.e.f. 15th May, 2023 and Ms. Saroj Bhandari resigned as on 23th May, 2023.
* Board has reconstituted the Nomination and Remuneration Committee as follows:
| S.no |
Name of Director |
Designation |
| 1. |
Rajgopal Swami |
Independent Director (Chairperson) |
| 2. |
Ajay Pratapray Shanghavi |
Independent Director (Member) |
| 3. |
Anjali Vohra |
Non-Executive Director (Member) |
*After the reporting period 31st March, 2024 till the date of signing of report Rajesh
Kumar is appointed as the Independent Director w.e.f. 20th May, 2024 and reconstitution of
Nomination and Remuneration Committee has taken place.
During the year under review Two (2) meetings of the Nomination and Remuneration
Committee were held on 18th April, 2023 and 25th August, 2023.
20. Stakeholders Relationship Committee
The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.
At the begging of the year composition of Stakeholders Relationship Committee is as
follows:
| S.no |
Name of Director |
Designation |
| 1. |
Saroj Bhandari |
Independent Director (Chairperson) |
| 2. |
Tiruvayangudy Sundararaghavan Sridharan |
Independent Director (Membe r) |
| 3. |
Anjali Vohra |
Non-Executive Director (Member) |
*During the period under review, Mr. Tiruvayangudy Sundararaghavan Sridharan resigned
w.e.f. 15th May, 2023 and Ms. Saroj Bhandari resigned as on 23th May, 2023.
Board has reconstituted the Stakeholders Relationship Committee as follows
| S.no |
Name of Director |
Designation |
| 1. |
Rajgopal Swami |
Independent Director (Chairperson) |
| 2. |
Ajay Pratapray Shanghavi |
Independent Director (Member) |
| 3. |
Anjali Vohra |
Non-Executive Director (Member) |
*After the reporting period 31st March, 2024 till the date of signing of report Rajesh
Kumar is appointed as the
Independent Director w.e.f. 20th May, 2024 and reconstitution of Stakeholders
Relationship Committee has taken place.
| S.no |
Name of Director |
Designation |
| 1. |
Rajesh Kumar |
Independent Director (Chairperson) |
| 2. |
Ajay Pratapray Shanghavi |
Independent Director (Member) |
| 3. |
Anjali Vohra |
Non-Executive Director (Member) |
During the year under review One (1) meetings of the Stakeholders Relationship
Committee were held on 11th August, 2023 and attendance of the members of the meeting held
during the Financial Year 2023-24 were as follow:
21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's Policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act has been briefly disclosed on the website of
company.
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
• Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
• Positive Attributes - Apart from the duties of Directors as prescribed in the
Act, the Directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The Directors are also expected to abide by
the respective Code of Conduct as applicable to them
The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel
and employees is as per the Remuneration Policy of the Company.
The said Policy is also available on the website of the Company i.e.
http://www.integraprofit.com/
22. BOARD EVALUATION:
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provisions of the Act and the SEBI Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the Directors on the
basis of criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.
The Board and the NRC reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of Non-Independent
Directors and the Board as a whole was evaluated. Additionally, they also evaluated the
Chairman of the Board, taking into account the views of Executive and Non-executive
Directors in the aforesaid meeting. The Board also assessed the quality, quantity and
timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The above
evaluations were then discussed in the Board meeting and performance evaluation of
Independent directors was done by the entire Board, excluding the Independent Director
being evaluated.
23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing
Regulations, kindly refer to the Company's website http://www.integraprofit.com/ for
details of the familiarization program for IDs on their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model of the
Company and related matters.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014
in prescribed Form AOC-2 is annexed herewith at Annexure I.
25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any Subsidiary, Joint Venture or Associate Company; hence,
provisions of section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors
and employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil
Mechanism provides a mechanism for employees of the Company to approach the Chairperson of
the Audit Committee of the Company for redressal. No person has been denied access to the
Chairperson of the Audit Committee.
27. DECLARATION OF INDEPENDENCE OF DIRECTORS
All Independent Directors of the Company have given declaration to the Company under
Section 149(7) of the Companies Act, 2013, they meet the criteria of independence as
provided in the Sub-section 6 of Section 149 of the Act and also under the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, The
Independent Directors of the Company possess necessary expertise, integrity and
experience.
28. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 of
the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure II.
29. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)
In terms of section 134(5) of the Companies Act, 2013, your directors state that: -
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed;
(b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis.
(e) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively
(f) the Directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
30. AUDITORS & AUDITORS' REPORT:
Statutory Auditors
In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s.
GSA & Associates LLP, Chartered Accountants, New Delhi, were appointed as statutory
auditors of the Company for a period of five years at the Thirty Fourth Annual General
Meeting as may be mutually agreed upon between the Board of Directors of the Company and
the Auditors.
Internal Auditor
Pursuant to Section 138 of the Act and Rules made there under rules, Mr. Naveen Kumar
were appointed as Internal Auditors for the financial year 2023-24.
Secretarial Auditor
Pursuant to Section 204 of the Act and Rules made there under, the Board of Directors
of the Company had appointed M/s Vikas Verma & Associates (Registration No.
P2012DE081400) Practicing Company Secretary having its Registered Office at B-502,
Statesman House, 148, Barakhamba Road, New Delhi -110001, to conduct Secretarial Audit of
the Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed
herewith as Annexure -III.
Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.
31. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:
According to Section 134(5) (e) of the Companies Act, 2013, the Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of business, including adherence to the company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
information.
The Company has a well-placed, proper and adequate Internal Financial Control System
which ensures that all the assets are safeguarded and protected and the transactions are
authorized, recorded and reported correctly.
To further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive.
Based on the results of such assessments carried out by management, no reportable
material weakness or significant deficiencies in the design or operation of internal
financial controls was observed.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy on prevention, prohibitions and redressal of sexual
harassment at workplace in line with the provision of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has set up Committee for
implementation of said policy. During the year Company has not received any complaint of
harassment.
33. CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
34. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed
herewith at Annexure -IV.
35. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company's
website at http://www.integraprofit.com/.
36. SECRETARIAL STANDARDS
During the year under review the Company has complied with Secretarial Standards on
Board and General Meetings issued by Institute of Company Secretaries of India.
37. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, compliance with the Corporate Governance provisions as specified in
regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46
and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity
Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on
the last day of the previous financial year. The Company is covered under the exception
given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, therefore Company is not required to comply with the said provisions.
38. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
• There is no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There has been no application made or pending under Insolvency and Bankruptcy
Code, 2016
• There has been no one time settlement and the valuation done while taking loan
from the Banks or Financial Institutions.
39. ACKNOWLEDGEMENT:
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would also
like to express their sincere appreciation for the assistance and co-operation received
from the financial institutions, banks, government and regulatory authorities, stock
exchanges, customers, vendors, members during the year under review.
|
Integra Capital Limited |
|
|
(Formally Known as Integra Capital Management Limited) |
|
|
Sd/- |
Sd/- |
|
Pankaj Vohra |
Tarun Vohra |
| Date: 02.09.2024 |
Director |
Managing Director |
| Place: New Delhi |
DIN:00030499 |
DIN:00030470 |
|