To
The Members,
Integrated Capital Services Limited
The Directors take pleasure in presenting the Thirtieth (30th) Annual Report
together with the audited financial statements of your Company for the year ended March
31, 2023.
1. Financial Results:
The financial performance of your Company for the year ended March 31, 2023 is
summarized below:
(Rs. in Lakhs)
|
Standalone |
Consolidated |
Financial Year |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income from Operation |
5.20 |
38.65 |
159.34 |
75.10 |
Other Income |
28.59 |
23.76 |
10.02 |
4.52 |
Employees benefit expenses |
12.96 |
15.52 |
19.10 |
20.44 |
Finance costs |
0.009 |
13.52 |
0.009 |
13.52 |
Depreciation |
2.88 |
3.56 |
17.94 |
19.09 |
Other expenses |
200.2 |
542.41 |
42.22 |
577.34 |
Profit before tax |
(2.07) |
(512.60) |
90.09 |
(550.78) |
Current Tax |
0 |
5.04 |
9.09 |
6.00 |
Deferred Tax |
0.49 |
(94.62) |
6.79 |
(105.14) |
Excess provisions for tax written back |
- |
- |
- |
- |
Profit/ (Loss) after tax |
(2.56) |
(423.02) |
74.22 |
(451.64) |
Other Comprehensive Income/(Loss) brought forward |
- |
613.80 |
- |
687.19 |
Share in profit/(loss) of associates |
- |
- |
0.08 |
0.66 |
Reversal of Net Profit/(Loss) recognized earlier due to re-valuation |
- |
- |
- |
(8.72) |
Total Comprehensive Income/ (Loss) carried forward |
(2.56) |
190.78 |
74.30 |
227.49 |
The financial performance of your Company is expected to improve during the financial
year 2023-24.
2. Transfer to Reserves:
During the year under review, the Board does not propose to transfer any amount to
reserves.
3. Dividend:
The Board of Directors of your Company have not recommended any dividend for the year
under review.
4. Results of Operations:
The main objects to be perused by the Company were amended in September 2018 to pursue
the objective of carrying on business of, amongst others, providing advisory services on
distressed assets, insolvency and bankruptcy and providing support services to Insolvency
Professionals. The Company is preparing application to be filed with the Insolvency and
Bankruptcy Board of India (IBBI) for registration as an Insolvency Professional Entity
(IPE) and shall commence business after obtaining such registration.
RAAS Consulting Private Limited is a wholly owned subsidiary company of the Company
which is engaged in the business of providing advisory and consulting services in matters
of insolvency and corporate laws.
Green Infra Profiles Private Limited is a wholly owned subsidiary company of the
Company which is engaged in providing consulting services in matters of financial
accounting, income tax and company law.
ICSL Consulting Private Limited is a wholly owned subsidiary company of the Company
which is engaged in the business of providing services in matters of tax return and
corporate law filings.
Borrelli Walsh India Private Limited is a wholly owned subsidiary company of ICSL
Consulting Private Limited and a step down subsidiary company of the Company. The Company
has rendered consulting services in respect of corporate structuring.
5. Material changes affecting the financial position of your Company which have
occurred between the end of the financial year and the date of this Report:
There has been no material change which has affected the financial position of your
Company between the end of the financial year and the date of this Report. There has been
no change in the nature of the business of the Company.
6. Share Capital:
The Authorized Share Capital of your Company is Rs. 10,30,00,000/- (Rupees Ten Crore
Thirty Lakh only) divided into 4,30,00,000 equity shares of Re. 1.00 each and 6,00,000, 7%
Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100.00 each.
The paid up Share Capital of your Company as at March 31, 2023 was Rs. 5,60,84,000
(Rupees Five Crore Sixty Lakh Eighty Four Thousand Only) comprising of 3,55,84,000 fully
paid equity shares of Re. 1.00 each and 2,05,000 7% Cumulative, Non-Convertible and
Redeemable Preference Shares of Rs. 100.00 each.
Equity Shares of your Company are listed on BSE Limited.
Preference Shares of your Company are not listed on any Stock Exchange and are not due
for redemption.
7. Subsidiary Companies:
a. 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS)
RAAS Consulting Private Limited provides services in areas of advisory and remote
accounting and support, on an outsourced basis, to clients within and outside India. RAAS
has successfully developed processes for systematic 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 applicable accounting standards. RAAS also provides expert
advice in the areas of business and law.
b. 100% Subsidiary Company - Green Infra Profiles Private Limited (GIPL)
Green Infra Profiles Private Limited provides advisory services for management
consultancy and advisory services.
c. 100% Subsidiary Company- ICSL Consulting Private Limited
The Company is engaged in business of providing Management Consultancy related
services.
d. Borrelli Walsh India Private Limited - 100% Subsidiary Company of ICSL Consulting
Private limited
Borrelli Walsh India Private Limited (BWI) is a Step-down subsidiary of Integrated
Capital Services Limited. 100% equity of BWI is held by ICSL Consulting Private Limited
(Wholly owned subsidiary of Integrated Capital Services Limited).
The Company is engaged in business of providing financial consultancy and Management
Consultancy related services.
Mr. Anil Kumar Tiwari, was appointed as an additional Director of Borrelli Walsh India
Private Limited with effect from 31.10.2022 as per the provisions of Section 153 of
Companies Act, 2013 read with rules made thereunder.
Mr. Jason Aleksander Kardachi (DIN 07632180) resigned on February 28, 2023 from office
of Director of the Company.
Mr. Cossimo Borrelli (DIN 07632181) resigned on February 28, 2023 from office of
Director of the Company.
8. Associates:
a. KW Publishers Private Limited
KW Publishers Private Limited is a joint venture and your Company holds 40% equity of
KW Publishers Private Limited.
KW Publishers Private Limited is engaged in business of publishing and distribution of
books primarily on International Affairs and Politics.
KW Publishers Private Limited filed application to ROC for conversion of Private
Limited Company to Limited Liability Partnership (LLP).
b. Sun Links Limited
Sun Links Limited is a joint venture company set up in the U.K. with 50% equity
participation.
Sun Links Limited provides consulting services for commercial transactions.
c. BTG Global Advisory
The Company has along with certain other professional services firms and companies in 9
(Nine) other countries, promoted a company limited by guarantee in the U.K. with the name
BTG Global Advisory Ltd. (BTGA) which is a non-practicing umbrella entity, to (i) promote
professional services of the members, (ii) promote cross referrals of international work,
and (iii) creating a frame work for progressing joint pitching opportunities. The Company
has nominated one of its Directors as a director on the Board of Directors of BTGA. The
Company's guarantee is UK Pound 1.
9. Particulars of Loans, Guarantees And Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Note Nos. 4 and 5 of the Standalone
audited accounts.
10. Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section
which forms part of the Annual Report.
11. Deposits:
Your Company has not accepted any deposits during the year under review.
12. Directors:
The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements), 2015
Ms. Kalpana Shukla (DIN: 00259156), director, retires by rotation at the annual general
meeting and, being eligible, has offered herself for reappointment.
13. Declaration from Independent Directors:
Your Company has received necessary declarations from each Independent Director
confirming that they meet the criteria of independence as prescribed, both, under the
provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015.
14. Meetings:
A calendar of Meetings of the Board of Directors of your Company is prepared and
circulated in advance to the Directors.
During the year under report, Four (4) Board Meetings, Four(4) Audit Committee
Meetings, Two (2) Nomination and Remuneration Committee Meetings, 2 (Two) Stakeholders
Relationship Committee, were convened. The details of the meetings are provided in the
Corporate Governance Report which forms part of the Annual Report. The intervening gap
between two Board Meetings was within the period prescribed under the Companies Act, 2013.
15. Committees:
The various Committees, as required by the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, have been constituted amongst
members of the Board. The present composition of the various committees is as under:
S. No. Name of the Committee |
Chairman |
Members |
1. Audit Committee |
Mr. Sandeep Chandra |
Mr. Sajeve Bhushan Deora Mr. Khushvinder Singhal |
2. Stakeholders Relationship Committee |
Mr. Suresh ChanderKapur |
Mr. Khushvinder Singhal Mr. Sandeep Chandra |
3. Nomination and Remuneration Committee |
Mr. Suresh ChanderKapur |
Mr. Khushvinder Singhal Mr. Sandeep Chandra |
4. Investment Committee |
Mr. Sandeep Chandra |
Mr.Khushvinder Singhal Ms. Kalpana Shukla |
6. Key Managerial Personnel (KMPs):
Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are
to be mandatorily appointed by every company belonging to such class or classes of
companies as may be prescribed in the section.
Following are the persons holding office as whole-time key managerial personnel of your
Company as at March 31, 2023.
a. Mr. Sarthak Gera - Chief Executive Officer (up-to 31.12.2022).
b. Mr. Anil Kumar Tiwari - Chief Financial Officer (up-to 30.06.2023).
c. Mr. Servejeet Singh - Company Secretary & Compliance Officer (w.e.f.
15.07.2022).
d. Mr. Anil Kumar Tiwari- Chief Executive Officer (w.e.f. 30.06.2023).
e. Mr. Din Bandhu Singh - Chief Financial Officer(w.e.f. 30.06.2023).
Mr. Anil Kumar Tiwari, Chief Financial Officer of the Company, was elevated as the
Chief Executive Officer of the Company with effect from 30.06.2023.
Mr. Din Bandhu Singh was appointed as the Chief Financial Officer of the Company with
effect from 30.06.2023.
Mr. Sarthak Gera resigned as the Chief Executive Officer of the Company with effect
from 31.12.2022.
Mr. Servejeet Singh has submitted resignation from the office of Company Secretary
& Compliance Officer of the Company which shall be effective from 25.08.2023.
Mr. Vinod Singh has been appointed as Company Secretary & Compliance Officer of the
Company, which appointment shall be effective from 26.08.2023.
17. Performance Evaluation of the Board, Committees and Directors:
The Board in consultation with the Nomination and Remuneration Committee annually
evaluates the performance of the Board of Directors (including Committees thereof) as a
whole and also of individual Directors, including Independent Directors. As an evaluation
methodology, the Board may use any method(s) as it may deem appropriate in order to assess
the Board/committees effectiveness and Director's performance. Some of the
indicators/criteria based on which the Independent Directors are evaluated are personal
qualities and substantial business/ professional experience, stature in society, ability
and willingness to devote time.
Pursuant to the provisions of the Companies Act, 2013, and the provisions of the
Securities Exchange Board of India (Companies Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, the performance of the Directors individually as well as the evaluation of
its Committees.
18. Directors' Responsibility Statement:
Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, it is
hereby confirmed that:
i. In the preparation of annual accounts, the applicable accounting standards have been
followed and there are no material departures from the same;
ii. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the loss
incurred during the year;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The Directors had prepared the annual accounts of the Company on a 'going concern'
basis;
v. The Directors had laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and are operating
effectively; and
vi. The Directors had devised proper systems to ensure compliance with provisions of
all applicable laws and such system are adequate and operating effectively.
19. Related Party Transactions:
All related party transactions that were entered into during the financial year were in
the ordinary course of business. There were no material significant related party
transactions which were transacted by your Company with any of the Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
the interests of your Company.
All Related Party Transactions were placed before the Audit Committee of the Board and
have been approved.
The Policy on Related Party Transactions, as approved by the Board is available on the
website of the Company. Disclosure of particular of contacts/arrangements entered into by
the Company with related parties is attached as "Annexure A"
20. Vigil Mechanism/Whistle Blower Policy:
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and
mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained
in the Corporate Governance Report and have also been posted on the website of the
Company.
21. Auditors:
21.1 Statutory Auditors:
M/s Sandeep Varshney & Associates, Chartered Accountants (Firm Registration No.
0513271C) have intimated that they are not eligible to hold office after the ensuring
Annual General Meeting of the Company.
Pursuant to discussions with Dhana & Associates, Chartered Accountants (Firm
Registration No. 510525C), who had expressed their willingness to be appointed to the said
office and that the appointment, if made, would be within the limits provided under the
Companies Act, 2013, it is proposed to appoint them as Statutory Auditor of the Company
for a period of 5 (Five) years starting with conclusion of the ensuring Annual General
Meeting of the Company and up-to conclusion of the 35th Annual General Meeting
of the Company.
The Independent Audit Report on Standalone & Consolidated IND-AS Financial
Statements of the Company as at and for the year ended March 31, 2023 issued by Sandeep
Varshney & Associates, Chartered Accountants (Firm Registration No. 0513271C), do not
contain any qualification, reservation or adverse remark.
During the year 2023, the Statutory Auditors have not reported any matter under Section
143(12) of the Companies Act 2013, therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.
21.2 Internal Audit:
The internal audit of Company is being carried out by M/s Ajay Gulati & Co.,
Chartered Accountants (Firm Registration No. 022752C), Internal Auditor of the Company.
The Internal Auditor examines and evaluates the efficacy and adequacy of internal
control systems of your Company, its compliance with accounting procedures and policies of
your Company and its subsidiaries. The observations of the Internal Auditor in their
report are discussed by the management of your Company on basis whereof corrective action
is taken. Significant observations and corrective actions taken for the same are discussed
by the Audit
21.3 Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed DR Associates, Company Secretaries, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is attached as "Annexure B".
21.4 Certificate of Non-Disqualification of Directors:
Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities
Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations,
2015, Mr. Rajesh Lakhanpal, Practising Company Secretary, has certified that none of the
Directors on the Board of the Company for the Financial year ended 31st March,
2023 have been debarred or disqualified during the financial year ended March 31, 2023.
The aforesaid Certificate is attached as "Annexure C".
22. Memberships of the Company:
Your Company continues to hold memberships in (a) The Institute of Internal Auditors
(NA):The IIA is the internal audit profession's global voice, recognized authority,
acknowledged leader, chief advocate and principal educator. (b) Indo-German Chamber of
Commerce (IGCC): IGCC has established India-Desks to promote and facilitate business
contacts in various bi-national Chambers of Commerce abroad, different Chambers of
Commerce & Industry in Germany and also has one representative in Brussels.
23. Business Cooperation Agreement:
Your Company has a Business Cooperation Agreement with Aurum Equity Partners, LLP
(Aurum), Advisors in Restructuring and Corporate Strategic Advisory.
24. Corporate Governance:
Your Company is committed to maintain highest standards of Corporate Governance. The
requirements set out by the Securities and Exchange Board of India's Corporate Governance
practices are adhered to by the management of your Company. The Report on Corporate
Governance, as per the clauses of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, forms part of the Annual Report.
The requisite Certificate issued by the Statutory Auditor of the Company, confirming
compliance with the conditions of Corporate Governance, as stipulated under Regulation
34(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR
Regulations) forms part of this Annual Report.
As per Regulation 15(2) of the LODR Regulations, the provisions of Regulation 27(2) of
the said Regulations regarding Corporate Governance requirements are not applicable to the
Company.
25. Extract of Annual Return
The extract of the Annual Return for the year ended March 31, 2022 is available on the
website of the Company www. raas.co.in/investors relations/Annual Return and return for
the year ended March 31, 2023, will be available on the aforementioned website of the
Company.
26. Consolidated Financial Statements:
The Consolidated Financial Statements of your Company has been prepared in accordance
with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants
of India and forms part of this Annual Report.
Form AOC-1 Statements containing salient features of financial statement of
subsidiaries/associates companies/joint ventures are annexed as "Annexure D".
27. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and
Outgo:
Your Company is engaged in the business of providing services and consumption of energy
and energy resources is limited to use of electricity. Your Company is conscious of the
need to conserve energy resources and has adequate measures in place to conserve such
resources. "Annexure E"
There is no technology absorption made by your Company during the year under report.
Foreign Exchange Earnings and Outgo: |
Rs. |
Foreign Exchange Earned |
NIL |
Foreign Exchange Used |
NIL |
28. Particulars of Employees:
There is no employee who was employed throughout the year or who was employed for part
of the year and whose particulars are required to be given in terms of section 134 of the
Companies Act, 2013, read together with the Companies (Particular of Employees Amendment)
Rules 2004.
29. Internal Control System:
The Company's internal control systems is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. The Company's internal control is commensurate
with the size, nature and operations of the Company.
30. Annual Report available on Website:
The Annual Report of your Company, on Standalone basis and on Consolidated basis, for
the year 2022-23 is available for viewing on your Company's website at www.raas.co.in.
31. Compliance of the applicable Secretarial Standards:
The Company has complied with the applicable Secretarial Standards.
32. Significant Material Orders passed by the Regulators / Courts / Tribunal
impacting the going concern status and Company's operations in future:
No significant material orders have been passed during the year under review by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
33. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to your Company.
34. Statement indicating development and implementation of risk management policy
for the company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the Company:
The risk assessment and minimization procedures are in place and the Audit Committee of
the Board is regularly informed about the business risks, if any, and the steps taken to
mitigate the same.
35. The details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016:
During the year under review there was no application made by or against the Company in
respect of any proceedings under the Insolvency and Bankruptcy Code, 2016 and that no such
proceedings are pending.
36. The details of difference between amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof:
Your Company has no transaction or event which is covered by loan taken and one time
settlement of such loan resolved with the Banks or Financial Institutions.
37. Acknowledgement:
The Directors avail this opportunity to express their appreciation for the confidence
reposed in them by the shareholders and clients of the Company and look forward to their
continued support.
|
For and on behalf of the Board of Directors |
Date: 11.08.2023 |
Sajeve Bhushan Deora |
Suresh Chander Kapur |
Place: New Delhi |
DIN:00003305 |
DIN:00742765 |
|
Director |
Director |