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Directors Report of Integra Telecommunication & Software Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 30th Annual Report of the Company together with the Financial Statements for the year ended 31st March 2015.

Financial Highlights

The Company's financial performance, for the year ended March 31,2015 is summarized below:-

Particulars 2014-2015 2013-2014 (Rs.) (Rs.)

Sales & Other Income 93794119.14 93787089.10

Profit before Depreciation 490347.62 2456309.89

Less :Depreciation & Amortization 6622192.00 7416506.00

Profit/(Loss) Before Taxation (6131844.38) (4960196.11)

Less : Taxation - -

Profit/(Loss) after Taxation (6131844.38) (4960196.11)

Less: Tax for Earlier year - (7000)

Add : Profit Brought Forward from Previous Year 3071184.60 8038380.71

Balance Carried to Balance Sheet (3060659.78) 3071184.60

Working Results

During the year under review, total income of the Company was Rs. 93794119.14 as against Rs. 93787089.10 in previous year ended 31st March, 2014. Net loss increased to Rs. 6131844.38 as against Rs. 4960196.11 in the preceding year. Your company suffering from loss due to low order received from clients and adverse market conditions. Your Directors are putting in their best efforts to improve the performance of the Company.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report. Future Outlook

In the current year, the business of the Company is likely to improve due to better market condition, technological advancements/ improvement in the economy particularly in the IT Sector. Moreover, the company is diversifying into other related business areas where business potential is much more.

Dividend

Your Director has not recommended any dividend for this financial year due to losses.

Reserves

No amount has been transferred in reserves during the current financial year.

Deposits

The company has not accepted any deposits from the public during the year under report.

Directors and Key Managerial Personnel

During the financial year Mrs. Sonia Goyal, Company Secretary of the Company tender her resignation vide letter dated October 17th, 2014, board accepted it w.e.f 1st November, 2014 and appreciates for her services towards the organization.

In accordance with the provisions of the Companies Act, 2013 Mrs. Rashmee Agrawal, Managing Director, (DIN No. 01663761) retire by rotation and being eligible offer herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her re- appointment. The Board places on record its deep appreciation for the valuable contribution made by her during his tenure as Managing Director of the Company.

The Company has received declarations from both 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 Listing Agreement with the Stock Exchange.

The Company have devised adequate Policy for performance evaluation of Independent Directors, Board & Committees members and other individual Directors, which includes criteria for performance evaluation of all directors. Their roles, rights & responsibilities are put up on the website under code of conduct and Code of fair disclosure.

Statutory Auditors

The term of your Company Auditors M/s. Sarika & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company. The Board recommends their Appointment Company for two years in the ensuing AGM subject to ratification by shareholders at every Annual General Meeting.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments. Secretarial Auditor

The Board has appointed M/s R. Shaw & Associates, Practising Company Secretary as per Section 204 of Companies Act, 2014 to conduct Secretarial Audit of financial year 2014-15. The Secretarial Audit Report for the year under review has been annexed as Annexure I .The Secretarial Audit report does not contain any qualification/adverse remark except that Mr. Jibachh Jha ( already working with the Company from last 2 years as Head( Accounts & Finance)/ CFO as per listing agreement ) was designated as CFO as required by Section 204 of Companies Act, 2013 in the Board meeting held on September 3, 2014.

Human Resources

Your Directors wish to place on record their deep appreciation for its human Resources. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.

Meetings of Board

During the period under review, Your company have complied the requirement of board meeting as per section 173 of Companies Act, 2013. It had five Board Meetings dated 20.05.2014, 05.08.2014, 03.09.2014, 20.10.2014, 10.02.2015 and the gap between two is not greater than 120 days. For further details refer the Corporate Governance Report.

Audit Committee

The Audit Committee comprises 3 directors as Mr. Ashok Kumar Juneja ( Independent Director), Mr. Biswanath Patnaik ( Independent Director) and Mr. Nikhil Agrawal ( Non- Executive Director). There were 4 committee meeting held during the reporting period and all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

As per section 178 of Companies Act, 2013 nomination and remuneration Committee comprises three non-executive directors Mr. Biswanath Patnaik ( Independent Director) Mr. Ashok Kumar Juneja ( Independent Director) and Mr. Nikhil Agrawal ( Non- Executive Director).

The committee works with entire Board to determine the appropriate skills, expertness, experience, remuneration required for board as a whole and for Individual members and their remuneration based on their calibre.

Contracts or arrangements with related parties

There has been no contract or arrangements entered into by the Company with any related party referred to in sub-section (1) of section 188 of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to the Section 134 of the Companies Act 2013, Your Directors confirm that:

(i) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31/03/2015;

(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Accounts have been prepared on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the Management and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Material changes/commitments affecting the financial position, occurred after end of the financial year till date of report No material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report of Board like settlement of any tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

Corporate Governance

The Company has been practicing good Corporate Governance over a period of time and lays emphasis on transparency, accountability and integrity. Company confirm to the code of corporate governance as stipulated under the Listing Agreement which is also published on the website of the Company.

A report on Corporate Governance along with a Certificate of Auditors, M/s Sarika & Co., Chartered Accountants, confirming, compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report .

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by clause 49 of listing agreement, form part of the Annual Report.

Corporate Social Responsibility

We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, our employees and society. That is how we define our corporate responsibility (CR). But as per section 135 of the Companies Act, 2013 your Company is out of the preview of this responsibility.

Internal Financial Controls

Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures. As per requirement of Section 138 of Companies Act, 2013, M/s Nidhi Sharma & Company, Chartered Accountant being Internal Auditor of the Company placed their report for the financial year 2014-15, which does not contain any qualification/adverse remark.

Details of unclaimed Share Certificates

In accordance with the requirements of the Clause 5A of the Listing Agreement, shares remaining unclaimed even after 3 reminders have to be transferred and held in a separate demat account. As per the information provided by the Registrars and Transfer Agent, No share remained unclaimed at the end of the year.

Vigil Mechanism

The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

Subsidiary/Joint Ventures/Associate Companies

Your company does not have any Subsidiary/Joint Ventures/Associate Companies.

Risk Management

During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors review these procedures periodically.The Company's management systems, organisational structures, processes, standards, code of conduct and behaviours together form a complete and effective Risk Management System (RMS).

Extract of the Annual Return

The extract of the annual return as prescribed under Companies Act, 2013 i.e. Form No. MGT - 9 shall form part of the Board's report is separately annexed herewith as Annexure II.

General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) There are no deposits , details relating to deposits covered under Chapter V of the Companies Act, 2013.

(ii) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme

(iv) No Change in the nature of the business of the Company took place during the year.

(v) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission during the year under review, Hence, no ratio of remuneration is applicable as required in Clause (12) of Section 197 of Companies act, 2013.

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 197(12) read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

(vi) There has been no loan, guarantee, investment made during the current financial year under section 186

(vii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

(viii) Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors would like to express their sincere appreciation for the support and co-operation received from Company's bankers, investors, vendors, customers , government authorities and business association during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company to move closer towards achieving its corporate objectives.

By Order of the Board For Integra Telecommunication & Software Ltd.

Sd/- Sd/- Nikhil Agrawal Rashmee Agrawal Place: New Delhi Director Director Date: 19th June, DIN : 02763328 DIN : 01663761 2015


Mar 31, 2014

Dear Members,

Sectors are pleased to present the 29th Annual Report of the Company together with the Financial Statements for the year ended 31st March 2014.

Financial Results

Particulars 2013-2014 2012-2013 (Rs.) (Rs)

Sales & Other Income 93787089.10 145195637.99

Profit before Depreciation 2456309.89 6427117.99

Less:Depreoiation 7416506.00 5850932.00

Profil/(Loss) Before Taxation (4960196.11) 576185.99

Less . Tsxstion - 120000.00

Profit/(Loss) after Taxation (4960196.11) 456185.99

Add : Profit Brought Forward from Previous Year 8038380.71 7582194.72

Balance Carried to Balance Sheet 3078184.60 8038380.71



Working Results

During the year under review, total income of the Company was Rs. 93787089.10 as against Rs. 145195637_9S in '' 31st March 2013 Profit before tax was Rs. (4960196.11) as against Rs. 576185.99 in the preceding year. Profit y review was Rs. (4960196.11) as against Rs. 456185.99 during the preceding year. Your Directors are putting to improve the performance of the Company.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

Future Outlook

in the current year the business of the Company is liKely to improve due to better market condition and improvement particularly in L IT Sector. Moreover, the company is diversifying into other related business areas where business potential is much more.

Dividend

Your Director has not recommended any dividend for this financial year due to losses.

Fixed Deposits

The company has not accepted any fixed deposits from the public during the year under report.

Human Resources

Your Directors wish to place on record their deep appreciation for its human Resources. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.

Particular of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 & relevant rules.

Listing Information

The shares of the Company are listed in Bombay Stock Exchange Limited and in the Delhi Stock Exchange Association Limited.

Listing Fees for the year 2013-14 have already been paid to the Bombay Stock Exchange Limited .

Directors

In accordance with the provisions of the Companies Act, 2013 Mr. Nikhil Agrawal (DIN No: 02763328) retire by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

Mrs. Rashmee Agrawal, Director, (DIN No. 01663761) is proposed to be appointed as Managing Director of the Company at the ensuing Annual General Meeting for a period of Three (3) years, without any Remuneration. The Board recommends her re-appointment.

Your Directors further inform the member that in accordance with the provisions of the Company Act, 2013, and Clause 49 of the Listing Agreement as per SEBI Circular date 17**''April, 2014, the Company is Required to appoint the Independent Directors on the Board to hold office for a term of five consecutive years and such independent directors shall not be liable to retire by rotation.

Mr. Ashok Kumar Juneja, (DIN: 01289206) and Mr. Biswanath Patnaik, (DIN: 05314359) are proposed to be re-appointed as Independent directors for a period of Three (3) years under Section 149 of Companies Act, 2013 in the ensuing Annual General Meeting. The Board recommends their re-appointment.

Auditors

The term of your Company Auditors M/s. Sarika & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments. Directors Responsibility Statement

Pursuant to the Section 217 (2AA) of the Companies Act 1956, Your Directors confirm that:

(i) In the preparation of the annual accounts for the year ended on 31/03/2014, the applicable accounting standards have been followed:

(ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31/03/2014 .

(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting irregularities;

(iv) The Accounts have been prepared on a going concern basis.

Corporate Governance

The Company has been practicing good Corporate Governance over a period of time and lays emphasis on transparency, accountability and integrity. Company confirm to the code of corporate governance as stipulated under the Listing Agreement, which is also published on the website of the Company.

A report on Corporate Governance along with a Certificate of Auditors, M/s Sarika & Co., Chartered Accountants, confirming, compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by clause 49 of listing agreement, form part of the Annual Report.

Social Responsibility

We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, our employees and society. That is how we define our corporate responsibility (CR).

Details of unclaimed Share Certificates

In accordance with the requirements of the Clause 5A of the Listing Agreement, shares remaining unclaimed even after 3 reminders have to be transferred and held in a separate demat account. As per the information provided by the Registrars and Transfer Agent,

No share remained unclaimed at the end of the year.

Adequacy of Internal Controls

Your company has in place adequate internal control systems combined with delegation of power and periodical review of the process. The control system is also supported by internal checking and management reviews with documented policies and procedures.

Acknowledgement

Your Directors would like to express their gratitude for the support and co-operation received from Company''s bankers, investors, vendors customers , government authorities and business association during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company to move closer towards achieving its corporate objectives.

By Order of the Board For Integra Telecommunication & Software Ltd.

Sd/- Sd/- Nikhil Agrawal Rashmee Agrawal Place: New Delhi Director Director Date: 3rd September, DIN : 02763328 DIN : 01663761 2014


Mar 31, 2013

To, The Members of Integra Telecommunication & Software Ltd.

The Directors are pleased to present the 28th Annual Report of the Company and the Audited Accounts for the financial year ended 31s'' March 2013.

Financial Results

Particulars 2012-2013 2011-2012 (Rs.) (Rs.)

Sales & Other Income 145195637.99 440881349.00

Profit before Depreciation & Tax 6427117.99 10378519.67

Depreciation 5850932.00 9431998.25

Profit/ (Loss) Before Taxation 576185.99 946521.42

Taxation (net) 120000.00 190000.00

Profit after Taxation 456185.99 756521.42

Add: Profit Brought Forward from Pr. Yrn 7582194.72 6825673.00

Disposable Profit 8038380.71 7582194.42

Working Results

During the year under review, total income of the Company was Rs.145195637.99 as Against Rs. 440881349.00 in previous year ended 31st March, 2012. Profit before tax was Rs. 576185.99as against Rs. 946521.42 in the preceding year. Profit after tax for the year under review was Rs. 456185.99 as against Rs. 756521.42 during the preceding year. Your Directors are putting in their best efforts to improve the performance of the Company.

Deposits

The company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 for the period under review and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

Human Resources and Development

Your Directors wish to place on record their deep appreciation for the same. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption

There was nothing to report on energy conservation, technology absorption.

Particular of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendment Rules, 2011, hence no particulars are required to be disclosed in this report.

Foreign Exchange Earnings and Out Go

There were no foreign exchange transactions during the year.

Listing of Shares

The shares of the Company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf All Road, New Delhi - 110 002.

Directors

In accordance with the provisions of the Companies Act, 1956 Mrs. Rashmec Agrawal retire by rotation and being eligible offer herself for reappointment at the ensuring Annual General Meeting.

Auditors & Auditors Report

The term of your Company Auditors M/s. Sanka & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments.

Directors Responsibility Statement

Pursuant to the Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been followed consistently and wherever required, judgments and estimates have been made in a reasonable and prudent as at 31.03.2012 and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting irregularities;

(iv) The Accounts have been prepared on a going concern basis.

Corporate Governance

The Company had complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. A certificate from M/s. Sarika & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under clause 49, is also annexed to the Report on Corporate Governance.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification .ssued by Ministry of Corporate Affairs, the company is not require to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Acknowledgement

Your Directors would like to express their gratitude for the assistance and co-operation received from Company''s bankers during the year. Your Directors would also like to once again place on record their appreciation to the employees it ail levels, who through their dedication, cooperation and support have enabled the Company to move closer towards achieving its corporate objectives.

By Order of the Board

For Integra Telecommunication & Software Ltd.

New Delhi

Dated: 04.09.2013 Nikhil Agrawa

fashmee Agrawal

Director Director


Mar 31, 2012

To The Members of Integra Telecommunication & Software Ltd.

The Directors are pleased to present the 27th Annua! Report of the Company and the Audited Accounts for the financial year ended 31s! March 2012.

Financial Results

Particulars 2011-2012 2010-2011 (Rs.) (Rs.)

Sales & other Income 440881349.00 941430042.00

Profit before Depreciation & Tax 1881919.67 9476926.50

Depreciation 9353998.25 7768039.50

Profit/(Loss) Before Taxation 946521.42 1708887.00

Taxation (net) 190000,00 321892.00

Profit after Taxation 756521.42 1386995.00

Add: Profit Brought Forward from Pr. Yr. 6825673.00 5438678.00

Disposable Profit 7582194.00 6825673.00

Balance carried to Balance Sheet

During the year under review, total income of the Company was Rs. 440881349.00 as Against Rs. 941430042.00 in previous year ended 31 '' March, 2011. Profit before tax was Rs. 946521.42 as against Rs. 1708887.00 in the preceding year. Profit after tax for the year under review was Rs. 756521.42 as against Rs. 1386995.00 during the preceding year. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''., Report and Should be read as part of this Directors Report.

Business Strategy and Future Plans

In the current year, the business of the Company is likely to improve further due to better business opportunities. Moreover, the company is diversifying into other related business areas where business potential is much more.

Dividend

Your Director has not recommended any dividend for this financial year to plough back the profit for future growth plans.

Deposits

The company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 for the period under review and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

Human Resources and Development

Your Directors wish to place on record their deep appreciation for the same. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption

There was nothing to report on energy conservation, technology absorption.

Particular of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendment Rules, 2011, hence no particulars are required to be disclosed in this report.

Foreign Exchange Earnings and Out Go

There were no foreign exchange transactions during the year.

Listing of Shares

The shares of the Company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf All Road, New Delhi - 110 002.

Directors

In accordance with the provisions of the Companies Act, 1956 Mrs. Rashmec Agrawal retire by rotation and being eligible offer herself for reappointment at the ensuring Annual General Meeting.

Auditors & Auditors Report

The term of your Company Auditors M/s. Sanka & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments.

Directors Responsibility Statement

Pursuant to the Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been followed consistently and wherever required, judgments and estimates have been made in a reasonable and prudent as at 31.03.2012 and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting irregularities;

(iv) The Accounts have been prepared on a going concern basis.

Corporate Governance

The Company had complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. A certificate from M/s. Sarika & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under clause 49, is also annexed to the Report on Corporate Governance.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification .ssued by Ministry of Corporate Affairs, the company is not require to take Compliance Certificate u/s 383A of the Companies Act, 1956 as the company has a Whole Time Company Secretary.

Acknowledgement

Your Directors would like to express their gratitude for the assistance and co-operation received from Company''s bankers during the year. Your Directors would also like to once again place on record their appreciation to the employees it ail levels, who through their dedication, cooperation and support have enabled the Company to move closer towards achieving its corporate objectives.

By Order of the Board

For Integra Telecommunication & Software Ltd.

New Delhi

Dated: 04.09.2012 Nikhil Agrawa

fashmee Agrawal

Director Director


Mar 31, 2011

To, The Members of Integra Telecommunication & Software Ltd.

The Directors are pleased to present the 26th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March 2011.

Financial Results

Particulars 2010-2011 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Sales & other Income 9414.30 6870.08

Profit Before Depreciation & Tax 94.76 81.06

Depreciation 77.68 64.36

Profit/ (Loss) Before Taxation 17.08 16.70

Taxation (net) 3.22 44

Profit After Taxation 13.86 16.26

Add: Profit Brought forward from Pr. Yr. 54.39 38.12

Disposable Profit 68.25 54.39

Balance carried to Balance Sheet 68.25 54.39

Due to improved market condition, the performance of your Company also improved. During the year under review, the turnover has improved but the profit before depreciation declined. The above results have been possible due to continued efforts of employees and more support from the Clients.

Business Strategy and Future Plans

In the current year, the business of the Company is likely to improve further due to better business opportunities Moreover, the company is diversifying into other related business areas where business potential is much more.

Capital Structure

During the year, the Company has rewarded the Shareholders by issuing 12 Lacs Bonus Share to the shareholders in the ratio of 2:5. further, in order to augment long term resources for the working capital of the Company, 6,00,000 (six lai s) fresh equity shares have been allotted to non- promoter group.

Dividend

Your Director has not recommended any dividend for this financial year to plough back the profit for future growth plans.

Deposits

The company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 for the period under review and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits] Rules, 1975.

Directors

Mr. Nikhil Agrawal retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Independent Directors

For better corporate governance and to comply with listing agreement, the company have broad based its board by appointing 50 percent Independent Professional Directors. The Independent Directors are Mr. Kiran Uaghunath More and Mr. Ashok Kumar juneja.

Mr. Kiran Raghunath More was appointed as Additional Director on 11/04/2011, and the Board recommended his appointment by regularisation u/s 257 of the Companies Act, 1956, at the forthcoming AGM.

Mr. Ashok Kumar juneja also appointed as Additional director on 11/04/2011, and the Board recommended his appointment by regularisation u/s 257 of the Companies Act, 1956, at the forthcoming AGM.

Human Resources and Development

Your Directors wish to place on record their deep appreciation for the same. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption

There was nothing to report on energy conservation, technology absorption.

Particular of Employees

There was no person employed by the Company who was in receipt of remuneration which was in aggregate more than Rs.60,00,000/- per annum if employed throughout the year or Rs.5,00,000/- per month if employed for a part of the year. Hence, the Information required to be provided under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended, regarding employees is not applicable.

Foreign Exchange Earnings and Out Go

There were no foreign exchange transactions during the year.

Listing of Shares

The shares of the Company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002.

Auditors & Auditors Report

The term of your Company Auditors M/s. Sarika & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments.

Compliance certificate as per Section 383A of the Companies Act, 1956

The Company has obtained a Compliance Certificate as required by section 383A of the Companies Act, 1956, a Practising Company Secretary. This certificate is annexed with the annual report.

Audit Committee

In compliance with the clause 49 of Listing Agreement, the Audit Committee constituted by the Board consist following members:-

1. Shri Kiran Raghunath More

2. Shri Ashok Kumar juneja

3. Shri Nikhil Agrawal

All the members except Shri Nikhil Agrawal are independent directors. All members of the Audit Committee posses sound knowledge of finance and accounts and Shri Kiran Raghunath More, an independent Director, is the Chairman of the Audit Committee.

Corporate Governance

The company has complied with all mandatory requirement of clause 49 of the listing Agreement. The detailed report of Corporate Governance ant! Management Discussion & Analysis are annexed to and form of this Annual Report.

Directors Responsibility Statement

Pursuant to the Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been followed consistently and wherever required, judgments and estimates have been made in a reasonable and prudent as at 31.03.2011 and of the profit of the Company for that period;

(hi) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting irregularities;

(iv) The Accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors would like to express their gratitude for the assistance and co-operation received from Company''s bankers during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, cooperation and support have enabled the Company to move closer towards achieving its corporate objectives.

By Order of the Board

For Integra Telecommunication & Software Ltd.

New Delhi

Dated: 03.09.2011 Nikhil Agrawal Rashmee Agrawal Director Director


Mar 31, 2010

To, The Members of Integra Telecommunication & Software Ltd.

The Directors are pleased to present the 25th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March 2010.

Financial Results

Particulars 2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Sales & other Income 6870.08 3346.16

Profit Before Deprecation & Tax 81.06 98.94

Depreciation 64.36 49.80

Profit/ (Loss) Before Taxation 16.70 49.14

Taxation (net) .44 8.76

Profit After Taxation 16.26 40.38

Add: Profit Brought Forward from Pr. Yr. 38.12 100.83

Disposable Profit 54.39 118.12

Balance carried to Balance Sheet 54.39 118.12



Due to improved market condition, the performance of your Company also improved. During the — year under review, the turnover has improved but the profit before depreciation declined. The above results have been possible due to continued efforts of employees and more support from the Clients.

Business Strategy and Future Plans

In the current year, the business of the Company is likely to improve further due to better business opportunities. Moreover, the company is diversifying into other related business areas where business potential is much more.

Dividend

Your Director has not recommended any dividend for this financial year to plough back the profit for future growth plans.

Deposits

The company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 for the period under review and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

Directors

Mrs. Rashmee Agrawal retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Y.S. Solanki ceased to be a Director on the Board due to resignation w.e.f 30/08/2010.The Board records its deep appreciation of the valuable contribution and guidance.

Human Resources and Development

Your Directors wish to place on record their deep appreciation for the same. The Company continues to place tremendous importance on overall development of all its employees.

Energy Conservation, Technology Absorption

There was nothing to report on energy conservation, technology absorption.

Particular of Employees

Information required to be provided under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended, regarding employees is not applicable.

Foreign Exchange Earnings and Out Go

There were no foreign exchange transactions during the year.

Listing of Shares

The shares of the Company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002.

Auditors & Auditors Report

The term of your Company Auditors M/s. Rajeev Kamlesh Gupta & Co., Chartered Accountants, expires at the ensuing Annual General Meeting and being eligible, they have expressed their willingness to be appointed as Statutory Auditors of the company.

The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments.

- Directors Responsibility Statement

Pursuant to the Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been followed consistently and wherever required, judgments and estimates have been made in a reasonable and prudent as at 31.03.2010 and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting irregularities;

(iv) The Accounts have been prepared on a going concern basis.

Corporate Governance

The Corporate Governance clause under the listing agreements is not applicable to our Company as the paid-up capital of the Company is Rs.3 Crores not more than Rs. 3 Crores.

Acknowledgement

Your Directors would like to express their gratitude for the assistance and co-operation received from Company''s bankers during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, cooperation and support have enabled the Company to move closer towards achieving its corporate objectives.



By Order of the Board

For Integra Tele communication & Software Ltd.



New Delhi Nikhil Agrawal Rashmee Agrawal

Dated: 01.09.2010 Director Director

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