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Notes to Accounts of Integrated Capital Services Ltd.

Mar 31, 2015

1. SHARE CAPITAL

a) Terms/rights attached to equity shares

The Company has only one class of equity share having a par value of Re. 1 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Terms of redemption of CNCRPS

The Company has one class of CNCRPS carrying cumulative dividend of 7% per annum. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting. Each holder of CNCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CNCRPS.

The CNCRPS are redeemable in one or more tranches at any time at the option of shareholders. However, the preference shareholders shall subject to notice of 90 days be entitled to put part or whole of the shares for redemption and in the event of exercise of put option, extended to September 30, 2016, by the shareholders, no dividend shall be payable.

c) Number of equity shares held by holding company

2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total equity shares of the Company are held by Deora Associates Pvt. Ltd., the holding company.

2. In accordance with the Accounting Standard 15 (Revised) (AS15) on "Employee Benefits" issued by the Institute of Chartered Accountants of India, the Company has recognized its liability towards defined benefit plans being gratuity liability of Rs. 84,644 (Rs. 37,712).

(a) The fair value of plan assets is Nil since employee benefit plans are wholly unfunded as on March 31, 2015.

(b) Discount rate: The rate used to discount post employment benefit obligations (both funded and unfunded) should be determined by reference to market yields at the balance sheet date on government bonds.

(c) Rate of return on plan assets: The liability is not funded and rate of return on plan assets is not relevant to this Report.

(d) Salary increase: Salary increase should take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(e) The employees are assumed to retire at the age of 58 years.

3. BSE has accorded an In-Principle Approval for listing of equity shares of the Company and the Company is completing the requirements and formalities in respect thereof.

4. The Company and certain other overseas professional organisations engaged in near like services are promoting a non- practicing, International umbrella entity asa Private Company Limited by Guarantee, in England and Wales to, (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) creating a frame work for progressing joint pitching opportunities. The Company has nominated its Director to be a direct or on the Board of Directors of the proposed company. The Company's guarantee will be UK Pound 1.

5. The Company had initiated arbitration proceedings against its clients in accordance with the rules and regulations of the National Stock Exchange of India Limited in respect of trades conducted by the Company for such client sat trading counter of the aforesaid stock exchange. The learned Arbitrators issued awards short of the claimed amounts by Rs. 22.10 lacs (Rs. 22.10 lacs) (excluding interest demanded by the Company). The Company's appeals are pending before the Courts.

6. As per Accounting Standard-21 on "Consolidated Financial Statement" and Accounting Standard-23 on "Accounting for Investments in Associates in Consolidated Financial Statements" issued by the Chartered Accountants of India, the Company has presented consolidated financial statements separately.

7. The Company's equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securities Exchange Board of India (SEBI) had withdrawn recognition of Delhi Stock Exchange Ltd. on November 19,2014 and allowed Jaipur Stock Exchange Ltd. to Exit as a Stock Exchange on M arch 23, 2015, in terms of Clause 8 of the Exit Circular, 2012, and the equity shares of the Company are not listed on these stock exchanges. The Company is informed that 2 (two) stock exchanges whereat the equity shares of the Company are listed, i.e., Madras Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd., have applied to SEBI to Exit under the aforesaid Exit scheme and the equity shares of the Company would no longer be listed on those exchanges after the Exit is allowed to the said exchanges.

8. The Company deals only in one segment, Consulting and Advisory Services, hence, no separate information for segment- wise disclosure is required under Accounting Standard - 17 "Segment Reporting", issued by the Institute of Chartered Accountants of India.

9. Related Party Disclosures:

Pursuant to Accounting Standard (AS-18)"Related Party Disclosures" issued by Institute of Chartered Accountants of

India following parties are to be treated as related parties:

a) Name of related parties and description of relationship

Holding company Subsidiary companies

Deora Associates Pvt. Ltd. RAAS e Solutions Pvt. Ltd.

Green Infra Profiles Pvt.Ltd.

Associate companies

KW Publishers Pvt. Ltd.

Sun Links Ltd.

Greenway Advisors Pvt. Ltd.

Key management personnel

Brijinder Bhushan Deora Chairman & Director

Rajiv Jaiswal Managing Director

Sajeve Deora Director

Suresh Chander Kapur Director

Sandeep Chandra Director

Arun Deora Director

Ambarish Chatterjee# Director

Alka Jain* Director

Pulkit Deora** Relative of key management personnel

Ravi Mathur*** Chief Financial Officer

Shivani Arora Company Secretary



# Resigned on March 17,2015 ** Appointed on November 8,2014

* Appointed on March 17, 2015 *** Appointed on July 9, 2014

Note: The above parties have been identified by the management.

10. Pursuant to applicable provisions of the Companies Act, 2013, effective April 1, 2014, the Company has revised the rate of depreciation on fixed assets in accordance with the useful life of the assets specified in Part 'C' of Schedule II of the said Act. Accordingly, the charge of depreciation for the year ended March 31, 2015 is higher by Rs. 2,81,564 (Nil).

11. In the opinion of the Board,the assets, other than fixed assets and non current investments, do have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated.

12. Figures and words in brackets pertain to previous year unless otherwise specified.

13. Figures have been rounded off to the nearest Rupee.

14. Figures of the previous year have been regrouped/recast, wherever necessary, to confirm to current years presentation.


Mar 31, 2014

1. SHARE CAPITAL

a) Terms/rights attached to equity shares

The Company has only one class of equity share having a par value of Re. 1 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Terms of redemption of CNCRPS

The Company has one class of CNCRPS carrying cumulative dividend of 7% per annum. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting. Each holder of CNCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CNCRPS.

The CNCRPS are redeemable in one or more tranches at the option of the Company within a period of 7 years from the date of allotment. However, the preference shareholder shall subject to notice of 90 days be entitled to put part or whole of the shares for redemption during the lock-in-period of 2 years from the date of issue of said shares and in the event of exercise of put option by the shareholders, no dividend shall be payable.

c) Number of equity shares held by holding company

2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total equity shares of the Company are held by Deora Associates Pvt. Ltd., the holding company.

2. In accordance with the Accounting Standard 15 (Revised) (AS-15) on "Employee Benefits" issued by the Institute of Chartered Accountants of India, the Company has recognized its liability towards defined benefit plans being gratuity liability of Rs. 37,712 (Rs. 81,513).

(a) Discount rate: The rate used to discount post-employment benefit obligations (both funded and unfunded) should be determined by reference to market yields at the balance sheet date on government bonds.

(b) Rate of return on plan assets: The liability is not funded and rate of return on plan assets is not relevant to this Report.

(c) Salary increase: Salary increase should take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(d) The employees are assumed to retire at the age of 58 years.

3. The Company had initiated arbitration proceedings against its clients in accordance with the rules and regulations of the National Stock Exchange of India Limited in respect of trades conducted by the Company for such clients at trading counter of the aforesaid stock exchange. The learned Arbitrators issued awards short of the claimed amounts by Rs. 22.10 lacs (Rs.22.10 lacs) (excluding interest demanded by the Company). The Company's appeals are pending before the Courts.

4. As per Accounting Standard -21 on "Consolidated Financial Statement" and Accounting Standard -23 on "Accounting for Investments in Associates in Consolidated Financial Statements" issued by the Chartered Accountants of India, the Company has presented consolidated financial statements separately.

5. The Company deals only in one segment, Consulting and Advisory Services, hence, no separate information for segment- wise disclosure is required under Accounting Standard - 17 "Segment Reporting", issued by the Institute of Chartered Accountants of India.

6. Additional information pursuant to provisions of Para 5 (viii) of Part II of Schedule VI of the Companies Act, 1956:

7. Related Party Disclosures:

Pursuant to Accounting Standard (AS-18) - "Related Party Disclosures" issued by Institute of Chartered Accountants of India following parties are to be treated as related parties:

a) Name of related parties and description of relationship

Holding company Subsidiary companies

Deora Associates Pvt. Ltd. RAAS e Solutions Pvt. Ltd.

Green Infra Profiles Pvt. Ltd.

Associate companies

KW Publishers Pvt. Ltd.

Sun Links Ltd.

Greenway Advisors Pvt. Ltd.

Key management personnel

B. B. Deora Chairman & Director

Rajiv Jaiswal Managing Director

Sajeve Deora Director

Suresh Chander Kapur Director

Sandeep Chandra Director

Arun Deora Director

Ambarish Chatterjee Director

Note: The above parties have been identified by the management.

8. In the opinion of the Board, the assets, other than fixed assets and non-current investments, do have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

9. Figures and words in brackets pertain to previous year unless otherwise specified.

10. Figures have been rounded off to the nearest Rupee.

11. Figures of the previous year have been regrouped/recast, wherever necessary, to confirm to current years presentation.


Mar 31, 2013

1. SHARE CAPITAL

a) Terms/rights attached to equity share

The Company has only one class of equity share having a par value of Re. 1 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Terms of redemption of CNCRPS

The Company has one class of CNCRPS carrying cumulative dividend of 7% per annum. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting. Each holder of CNCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CNCRPS.

The CNCRPS are redeemable in one or more tranches at the option of the Company within a period of 7 years from the date of allotment. However, the preference shareholder shall subject to notice of 90 days be entitled to put part or whole of the shares for redemption during the lock-in-period of 2 years from the date of issue of said shares and in the event of exercise of put option by the shareholders, no dividend shall be payable.

c) Number of equity shares held by holding company

2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total equity shares of the Company are held by Deora Associates Pvt. Ltd., the holding company.

2. Disclosure in respect of Loans and Advances in the nature of loans pursuant to clause 32 of the Listing Agreement:

a) I) Loan of Rs. 68,50,000 (Rs. 68,50,000) is recoverable from subsidiary company, Green Infra Profiles Pvt. Ltd. The maximum amount outstanding during the year was Rs. 68,50,000 (Rs. 1,44,20,508).

ii) Loan of Rs. 1,02,25,000 (Rs. 1,02,25,000) is recoverable from an associate company, Greenway Advisors Pvt. Ltd. The maximum amount outstanding during the year was Rs. 1,02,25,000 (Rs. 1,04,50,000).

iii) Advance of Rs. 15,567 (Rs. 15,468) is recoverable from an associate company, Sunlinks Limited. The maximum amount outstanding during the year was Rs. 17,181 (Rs. 15,468).

b) No loans have been given (other than loans to employees), wherein there is no repayment schedule or repayment is beyond seven years; and

c) No investment has been made by the loanee in the shares of parent company.

3. The Company had initiated arbitration proceedings against its clients in accordance with the rules and regulations of the National Stock Exchange of India Limited in respect of trades conducted by the Company for such clients at trading counter of the aforesaid stock exchange. The learned Arbitrators issued awards short of the claimed amounts by Rs. 22.10 lacs (Rs.22.10 lacs) (excluding interest demanded by the Company). The Company's appeals are pending before the Courts.

4. As per Accounting Standard -21 on "Consolidated Financial Statement" and Accounting Standard -23 on "Accounting for Investments in Associates in Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India, the Company has presented consolidated financial statements separately.

4. The Company deals only in one segment, Consulting and Advisory Services, hence, no separate information for segment- wise disclosure is required under Accounting Standard - 17 "Segment Reporting", issued by the Institute of Chartered Accountants of India.

5. Related Party Disclosures:

Pursuant to Accounting Standard (AS18) - "Related Party Disclosure" issued by Institute of Chartered Accountants of India following parties are to be treated as related parties:

a) Name of related parties and description of relationship

Holding company Subsidiary companies

Deora Associates Pvt. Ltd. RAAS e Solutions Pvt. Ltd.

Green Infra Profiles Pvt. Ltd.

Associate companies

KW Publishers Pvt. Ltd.

Sun Links Ltd.

Greenway Advisors Pvt. Ltd.

Key management personnel

B. B. Deora Chairman & Director

Sajeve Deora Director

Arun Deora Director

Ambarish Chatterjee Director

Suresh Chander Kapur Director

Sandeep Chandra Director

Rajiv Jaiswal* Managing Director

Harinder Kumar Chadha# Director

* Appointed on April 13,2012

# Held office upto April 12, 2012

Note: The above parties have been identified by the management

6. A notice under section 148 of Income tax Act, 1961, dated March 26, 2013, was received on April 1, 2013 from Income tax Department, New Delhi, for re-assessment of the income of the Company for the assessment year 2006-07.The said notice does not state any reason for which the assessment has been reopened.

7. In the opinion of the Board, the assets, other than fixed assets and non-current investments, do have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

8. Figures and words in brackets pertain to previous year unless otherwise specified.

9. Figures have been rounded off to the nearest Rupee.

10. Figures of the previous year have been regrouped/recast, wherever necessary, to confirm to current years presentation.



 
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