To the Members of
Integrated Technologies Limited
The Directors of your Company with immense pleasure, presenting the 37thAnnual Report
together with the Audited Financial Statements and the Auditors' Report of your Company
for the Financial Year ended on 31st March, 2023. The summarized financial performance for
the year ended 31stMarch, 2023 is as follows:
1. FINANCIAL SUMMARY
Amt in Lakh
Particulars |
Year Ended 31.03.2023 (Rs.) |
Year Ended 31.03.2022 (Rs.) |
Net Sales / Income from operations |
- |
- |
Other Income |
513.64 |
12.01 |
Total Expenditure |
14.74 |
16.19 |
Finance costs |
- |
- |
Depreciation |
0.03 |
- |
Profit before taxation |
498.88 |
(4.18) |
Less: Tax Expenses |
362.52 |
9.87 |
Net Profit/Loss |
136.35 |
(14.05) |
2. STATE OF THE COMPANY'S AFFAIRS
During the Financial Year ended 31st March 2023, the Company has not done any business.
However, due to writing off certain credit balances, during the year under review, there
is a profit of Rs. 136.35Lakhs as compared to Loss of Rs. 14.05 Lakhs in the previous
financial year. The management of the Company is putting their best efforts to start
business in the company and to improve the performance of the Company.
Mr. Saurabh Goyal & Mr. Sanidhya Garg have acquired 66.72% equity shares of the
company and complied with open offer requirement of SEBI (SAST) Regulations, 2011.
3. CAPITAL STRUCTURE
There has been no change in the capital structure of the company during the financial
year. The authorised capital of the company is Rs. 180,000,000/- divided into 18,000,000
equity shares of Rs. 10/- each. The paid-up capital of the company is Rs. 48,265,550/- out
of which Rs. 450,450/- represents the share forfeited amount and 4,781,510 equity shares
of Rs. 10/- each are subscribed and fully paid .During the year under review, the Company
has not issued any shares with differential voting rights nor granted any stock options or
sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company held
instruments convertible into Equity Shares of the Company.
4. DEPOSITS:
During the year under review, your Company has not accepted any deposits, falling
within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014
5. DIVIDEND:
The Directors of the Company are not recommending any dividend looking to the
accumulated losses in the company.
6. 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 dividend declared and paid last year.
7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
We do not propose to transfer any amount to general reserve.
8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the financial year under review, there was no change in the nature of the
business of the Company.
9. REVISION OF FINANCIAL STATEMENT, IF ANY:
There was no revision in the financial statements of the Company.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
Open Offer:
During the Financial Year, the Acquirers Mr. Saurabh Goyal and Mr. Sanidhya Garg
have entered into a Share Purchase Agreement with the erstwhile promoters of the company
for acquiring majority stake. The Acquirers gave open offer which was closed on March 14,
2023. The Settlement Date was March 22, 2023. Subsequently, both the Acquirers have
acquired the shares as per Share Purchase Agreement dated November 23, 2022 and as well as
shares which were accepted in the open offer.
Consequently, acquirers have become promoters of the company holding 66.72% shares of
the company.
11. BOARD OF DIRECTORS
Composition
Pursuant to Share Purchase Agreement and Open offer under SEBI (SAST) Regulations,
2011, the composition of the Board and Key Managerial Personnel has changed as detailed
below. Your Company's Board is duly constituted and is in compliance with the
requirements of the Act, the Listing Regulations and provisions of the Articles of
Association of the Company. Your Board has been constituted with requisite diversity,
wisdom, expertise and experience commensurate to the scale of operations of your Company.
Name of Director |
Designation |
Date of appointment |
Date of Resignation |
Mr. Rajeev Bali |
Managing Director |
-- |
24/03/2023 |
Ms. Madhu Mohan |
Independent Director |
-- |
24/03/2023 |
Mr. Amit Seth |
Independent Director |
-- |
24/03/2023 |
Mr. Paramjit Singh |
Non-Executive Director |
08/03/2019 |
-- |
Mr. Saurabh Goyal |
Managing Director |
24/03/2023 |
-- |
Mr. Sanidhya Garg |
Promoter Executive Director |
24/03/2023 |
-- |
Mr. Suman Kumar |
Independent Director |
24/03/2023 |
-- |
Mr.Saurabh Shashwat |
Independent Director |
24/03/2023 |
-- |
Dr. Reena Sharma |
Independent Director |
24/03/2023 |
-- |
Mr. Saurabh Goyal, Mr. Sanidhya Garg, Dr. Reena Sharma, Mr. Saurabh Shashwat, and Mr.
Suman Kumar were appointed as additional Directors on 24th March, 2023. Their tenure of
appointment is upto the forthcoming Annual General Meeting. They all have given their
consent for regularisation of their appointments in the Annual General Meeting.
Accordingly, the matter relating to their regularisation is placed for the approval of
shareholders in the Annual General Meeting. Brief resume and other relevant details of the
Directors proposed to be appointed / re-appointed are given in the Explanatory Statement
to the Notice convening the AGM.
12. Directors retiring by rotation
In accordance with the provisions of Section 152 of the Act read with Rules made
thereunder and the Articles of Association of the Company, Mr. Paramjit Singh (DIN:
05348473) is liable to retire by rotation at the 37thAGM and being eligible, has offered
himself for re-appointment. Accordingly, the matter relating to re-appointment of Mr.
Paramjit Singh is being placed for the approval of the shareholders at the 37thAGM.
13. Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under sub-section (6)
of section 149 of the Companies Act, 2013 and as per Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015,and they have
registered their names in the Independent Director's Data Bank. The Independent Directors
are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the
Code of Business Conduct adopted by the Company.
14. Key Managerial Personnel
During the period under review, Ms. Sneh Chauhan, Company Secretary and Compliance
Officer of the Company has resigned w.e.f 01.12.2022 and the Board of Directors of the
Company, based on the recommendations of the Nomination and Remuneration Committee, at its
meeting held on 06.12.2022, has appointed Ms. Priyanka as Whole Time Company Secretary and
Compliance Officer of the Company with effect from 06.12.2022.
Mr. Nikhil Dattatray Komale CFO of the Company has resigned w.e.f 06.12.2022 and Mr.
Anil has been appointed as CFO of the Company w.e.f 06.12.2022.
15. Disqualifications of Directors, If Any:
None of the Directors on the Board of the Company are disqualified pursuant to the
provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.
16. Meetings of the Board
During the year under review 2022-23, the details of meetings held are as follows:
30.05.2022, 27.07.2022, 02.08.2022, 13.08.2022, 30.08.2022, 06.12.202, 08.12.2022,
06.01.2023, 09.02.2023 and 24.03. 2023
A) SEPARATE MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors of the Company, without the attendance of
Non-Independent Directors and members of management, was held on August 30, 2022, as
required under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations.
All the Independent Directors were present at the Meeting.
B) COMMITTEE MEETINGS:
AUDIT COMMITTEE
The Audit committee (AC) has been re-constituted by the Board on 24 March, 2023. Now,
Audit Committee of the Board comprises w.e.f 24 March, 2023 is as below:
Sr. No. Committee Members |
Status in Committee |
Category |
1. Mr. Suman Kumar |
Chairperson |
Non- Executive & Independent |
2. Mr. Paramjit Singh |
Member |
Non- Executive & Non- Independent |
3. Mr. Saurabh Shashwat |
Member |
Non- Executive & Independent |
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on
24 March, 2023. Now, Nomination and Remuneration Committee of the Board comprises w.e.f 24
March, 2023 is as below:
Sr. No. Committee Members |
Status in Committee |
Category |
1. Mr. Suman Kumar |
Chairperson |
Non- Executive & Independent |
2. Mr. Paramjit Singh |
Member |
Non- Executive & Non- Independent |
3. Mr. Saurabh Shashwat |
Member |
Non- Executive & Independent |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee review and ensures redressal of investor
grievances. The Stakeholders Relationship committee was) has been re-constituted by the
Board on 24 March, 2023. Now, Stakeholders Relationship Committee of the Board comprises
w.e.f 24 March 2023 is as below:
Sr. No. Committee Members |
Status in Committee |
Category |
1. Mr. Suman Kumar |
Chairperson |
Non- Executive & Independent |
2. Mr. Paramjit Singh |
Member |
Non- Executive & Non- Independent |
3. Mr. Saurabh Shashwat |
Member |
Non- Executive & Independent |
C) General Meetings held during the financial year
1. Annual General Meeting on 30th September 2022
2. Extra Ordinary General Meeting on 6th January 2023
D) Particulars of last three Annual General Meetings:
AGM |
Year ended 31st March |
Venue |
Date/ Time |
Special Resolutions Passed |
36TH |
2022 |
C-24, Defence |
30TH September 2022 |
Nil |
|
|
Colony, New |
|
|
|
|
Delhi-110024 |
|
|
35TH |
2021 |
C-24, Defence |
30TH September 2021 |
Nil |
|
|
Colony, New |
|
|
|
|
Delhi-110024 |
|
|
34TH |
2020 |
C-24, Defence |
30TH September 2020 |
Nil |
|
|
Colony, New |
|
|
|
|
Delhi-110024 |
|
|
During the year under review, noresolutions were passed by way of circulation. The
intervening gap between the meetings was within the period prescribed under the SEBI(LODR)
Regulations, 2015 and Companies Act, 2013.
S. NO . Name of Director |
Designation |
No. of Board Meetings eligible to attend |
No. of meetings attended |
No. Meeting in which absent |
1 Mr. Rajeev Bali |
Managing Director |
10 |
10 |
0 |
2 Mr. Paramjit Singh |
Non-Executive Director |
10 |
10 |
0 |
3 Ms. Madhu Mohan |
Independent Director |
6 |
6 |
0 |
4 Mr. Amit Seth |
Independent Director |
10 |
10 |
0 |
5 Mr. Saurabh Goyal |
Additional and Managing Director |
1 |
1 |
0 |
6 Mr. Sanidhya Garg |
Additional and Executive Director |
1 |
1 |
0 |
7 Mr. Suman Kumar |
Additional Independent Director |
1 |
1 |
0 |
8 Dr. Reena Sharma |
Additional Independent Director |
1 |
1 |
0 |
9 Mr. Saurabh Shashwat |
Additional Independent Director |
1 |
1 |
0 |
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION
POLICY
The Board has adopted, on recommendation of the Nomination and Remuneration Committee,
a policy for selection and appointment of Directors, Senior Management and their
remuneration in compliance with Section 178 of the Companies Act, 2013 read along with the
applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirement (as may be amended from time to time).
18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:
The Company has in place a policy relating to the remuneration of the Directors, KMP
and other employees of the Company. The policy is available on the website of the Company
at www.integratedindustries.in
19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted by
the Company and is put up on the website of the company www.integratedindustries.in. All
new Independent Directors (IDs) included in the Board are presented with an overview of
the Company's business operations, products, organization structures and about the Board
Constitutions and its procedures.
20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORSBOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of
Schedule II to the Listing Regulations Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship, and Corporate Social Responsibility Committees and
that of the individual Director.
The evaluation process covered the aspects which included Board structure and
composition, frequency of Board meetings, participation in the long-term strategic
planning, contribution to and monitoring of corporate governance practices and the
fulfilment of Directors' obligation and fiduciary responsibilities, including but not
limited to, active participation at the Board and committee meetings. The result of the
evaluation is satisfactory and meets the requirement of the Company.
21. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee or security or made any investment
during the financial year in terms of Section 186 of the Companies Act, 2013.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has in place adequate internal financial controls, with reference to
financial statements. It has established the management system and policy and integrated
framework for managing risk and internal controls. The internal financial controls have
been documented and embedded in the business processes. Such controls have been assessed
during the year under view and were operating effectively.
23. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Corporate Social Responsibility are not applicable on the Company.
Therefore, 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.
24. CORPORATE GOVERNANCE:
Your Company is not required to submit Corporate Governance Report as the equity share
capital and net worth of the Company is less than required limits as on the last date of
the previous financial year as per Provisions of Para C, D and E of Schedule V of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015. Provided that where
the provision of the Act becomes applicable to the Company at a later date, the Company
shall comply with the requirements within six months from the date on which the provisions
become applicable to the Company.
25. AUDITOR AND AUDITOR'S REPORT
Statutory Auditor
The Members at the Extra Ordinary General Meeting held on 06.01.2023 had appointed M/s
D.V Mittal & Co., Chartered Accountants as the Statutory Auditor of the Company to
hold office until the conclusion of the 37thAGM. Accordingly, the Board at its meeting
held on April 28, 2023 based on the recommendation of the Audit Committee, approved the
appointment of Prem Gupta & Co., Chartered Accountants as the Statutory Auditor of the
Company in place of the retiring Auditor for a term of five years to hold office from the
conclusion of the 37thAGM till the conclusion of the 42nd Annual General Meeting of the
Company.
The Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Act and Rules made
thereunder from Prem Gupta & Co. Further, the Company has also received a written
confirmation stating that it holds a valid Peer Review Certificate issued by the Institute
of Chartered Accountants of India. The Auditor's Report for the year ended March 31, 2023
on the financial statement of the Company forms part of Annual Report. There has been no
qualification, reservation or adverse remark or disclaimer in the said Auditor's Report.
During the year under review, the Auditor had not reported any fraud under Section
143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act. The Board places its sincere appreciation for services rendered by
M/s. D.V Mittal & Co., as Statutory Auditor of the Company.
26. S ECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed CS Loveleen Gupta (M.No. 5287), Company Secretary in practice to undertake the
Secretarial Audit of the Company for the Financial Year 2023-2023. During the year under
the review the company received the following observations from the Secretarial Auditor of
the company in Secretarial Audit Report for the financial year 2022-23: Secretarial
auditors' observation(s) in secretarial audit report and directors' explanation
thereto
1. There was no women director on the Board of the company till 30.08.2022. on
30.08.2022, she was appointed on the Board and regularized in AGM held on 30.09.2022.
However, form for her regularization was not filed in Registrar of companies
2. The Composition of the Audit Committee was not in pursuance to the Regulations and
the same has been rectified on 24.03.2023 when the new Committee was formed
3. MD was also appointed as CFO till 27.07.2022 which was not as per the provisions of
law and on 27.07.2022, he resigned from the post of CFO and Mr. Nikhil Dattatray was
appointed as CFO on 02.08.2022
4. There is Foreign Direct Investment in the company. But the company could not confirm
the filing of FLA Returns in RBI
Not less than two- third of the directors should be persons liable to retire by
rotation which was not so, till 24th March 2023, when the new Board was constituted.
Since the Board of directors of the company has been reconstituted, new management
could not give any explanation for the observations raised by the auditor and most of the
non compliances have been rectified.
Secretarial Audit report for the Financial Year ended 31st March 2023 is annexed
herewith as: "Annexure1" to this report.
27. C OST AUDIT
The provisions related to maintaining cost record and cost audit are not applicable on
the Company.
28. INTERNAL AUDITORS
The Board has appointed M/s D Somani & Associates, Chartered Accountants (F.R.N.
157229W) as Internal Auditors of your company for the financial year 2023-24. The report
prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit
Committee of the company.
29. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013: a. in the preparation of the annual accounts
for the financial year ended 31st March, 2023, the applicable accounting standards have
been followed and there are no material departures;
b. appropriate accounting policies have been selected and applied consistently and have
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 31st March, 2023and of the profit for
the year 1st April, 2022 to 31st March, 2023;
c. proper and sufficient care has been taken 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 preventing and detecting fraud and other irregularities; and
d. the annual accounts for the financial year ended 31st March, 2023 have been prepared
on a going concern basis.
e. internal financial controls have been laid down to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
f. proper systems have been devised by directors to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
No material changes affecting the financial position of the company have occurred
between the end of the financial year and the date of report.
31. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all applicable secretarial standards.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows: (a) Conservation of energy:
(i) the steps taken or impact on conservation of energy NIL |
NIL |
(ii)the steps taken by the company for utilizing alternate sources of energy |
NIL |
(iii)the capital investment on energy conservation |
NIL |
(b) Technology absorption:
(i) the efforts made towards technology absorption |
NIL |
(ii) the benefits derived like product improvement, cost reduction, product import
development or substitution |
NIL |
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the |
NIL |
financial year) |
|
(a) the details of technology imported |
NIL |
(b) the year of import |
NIL |
(c) whether the technology been fully absorbed |
NIL |
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
NIL |
(iv) the expenditure incurred on Research and Development |
NIL |
(c) Foreign exchange earnings and Outgo:
The Company had no foreign exchange earnings and outgo during the financial year.
33. RELATED PARTY TRANSACTIONS
During the financial year 2022-23, your Company has entered into transactions with
related parties as defined under Section 2(76) of the Companies Act, 2013, read with
Companies (Specification of Definitions Details) Rules, 2014, all of which were in the
ordinary course of business and on arm's length basis and in accordance with the
provisions of the Companies Act, 2013, read with the Rules issued there under. Further,
there were no transactions with related parties which qualify as material transactions and
are required to be reported in Form AOC-2
34. RISK MANAGEMENT
The Management has implemented business risk management policy. At present the company
has not identified any element of risk which may threaten the existence of the company.
The Company has Risk Management Policy to report genuine concerns or grievances of
directors and employees and to deal with instance of fraud and mismanagement, if any.
35. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the financial year, the company has no Subsidiaries, Joint Ventures or Associate
Companies.
36. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of
employees of the Company. None of the employees are in receipt of remuneration in
excess of prescribed limit
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
38. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns or
grievances of directors and employees and to deal with instance of fraud and
mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies in India, the Company is committed to
the high standards of Corporate Governance and stakeholder responsibility. Audit committee
shall oversee the vigil mechanism. The vigil mechanism ensures that strict confidentiality
is maintained while dealing with concerns and also that no discrimination will be meted
out to any person for a genuinely raised concern.
40. DETAILS OF SHAREHOLDERS' COMPLAINTS:
Shareholders / Investors Complaints |
No. of Complaints |
Complaints as on April 01, 2022 |
0 |
Complaints received during 2022-2023 |
2 |
Complaints not solved to the satisfaction of shareholders |
0 |
Complaints pending as on March 31, 2023 |
0 |
During the year, 2 complaints were received from shareholders which were resolved
satisfactorily. As on March 31, 2023, no investor grievance has remained unattended/
pending for more than thirty days.
41. ANTI-SEXUAL HARASSMENT POLICY
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (Act') and rules made there under, your
Company has adopted a Sexual Harassment Policy for women to ensure healthy working
environment without fear of prejudice, gender bias and sexual harassment.
The Board states that there were no cases or complaints filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. M ANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulations 34 of the Listing regulations, a separate section on Management
Discussion and Analysis together with a certificate from the Company's Statutory Auditors,
confirming compliance with listing regulations, is set out and forms part of this Annual
report and attached as Annexure-2.
43. BUSINESS RESPONSIBILITY REPORT
Your Company shall not be mandatorily required to submit Business Responsibility Report
for the year ended 31st March, 2023 as stipulated under Regulation 34 of the SEBI Listing
Regulations, Provided that where the provision of the Act becomes applicable to the
Company at a later date, the Company shall comply with the requirements within stipulated
time from the date on which the provisions become applicable to the Company.
44. CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with
Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for its Board of Directors and senior management and
employees, the Company has formulated a comprehensive Code of Conduct (the Code).
The Code is applicable to Directors and senior management and employees to such extent
as may be applicable to them depending upon their roles and responsibilities. The Code
gives guidance and support needed for ethical conduct of business and compliance of law.
The Code reflects the values of the Company viz. Customer Value, Integrity, one team and
Excellence. A copy of the Code has been uploaded on the Company's website at
www.integratedindustries.in The Code has been circulated to all the Directors and
Management Personnel and its compliance is affirmed by them annually. A declaration signed
by the Company's Managing Director for the compliance of this requirement is published in
this Report.
45. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading
(Insider Code) as approved by the Company's Board. Any Insiders (as defined in Insider
Code) including designated employees & persons and their relatives are, inter-alia,
prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are
available with them. The Insider Code also requires pre-clearance for dealing in the
Company's shares and prohibits dealing in Company's shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.
46. OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:
During the Financial year no application has been made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016. During the year under review, there was no
one time settlement of loan taken from Banks or Financial Institutions and hence the
details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan form the Banks or Financial
Institutions along with the reasons thereof is not applicable.
47. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED
MARCH
31, 2023 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:
i. Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of
Companies (Share Capital and Debentures), Rules, 2014. ii. Evaluation of performance of
board, committees and individual directors. iii. Details of Voting Rights exercised by the
employees under Section 67(3)(c) of Companies Act, 2013 read with Rule 16(4) of Companies
(Share Capital and Debentures), Rules, 2014.
48. D ETAILS 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
As Company has not done any one time settlement during the year under review hence no
disclosure is required.
49. STOCK EXCHANGE & LISTING FEES
The Company's Equity Shares at present are listed at BSE Ltd., Mumbai. It may be noted
that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.
50. ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for assistance and
cooperation from the banks, Government authorities, consultants, vendors and members
during the period under review and the confidence reposed by them. The Board further takes
this opportunity to express its sincere appreciation for all the efforts put in by the
employees of the Company at all levels in achieving the results and hope that they would
continue their sincere and dedicated endeavor towards attainment of better working results
during the current year.
For Integrated Technologies Limited
SAURABH GOYAL |
PARAMJIT SINGH |
Managing Director |
Director |
DIN: 01094455 |
DIN: 05348473 |
C-15, Preet Vihar, Delhi 110092 |
G-1363, 3rd Floor, Chitranjan Park, |
|
Kalkaji, Delhi-110019 |
Date: 28.04.2023 |
|
Place: New Delhi |
|