Integrated Capital Services Ltd (ONF2)...EVEN(Remotee-votingEvent Number) USERID PASSWORD/ PIN way orward INTEGRATED CAPITAL SERVICES LIMITED 3 VI. In caseof any queries, you mayrefer

INTEGRATEDCAPITALSERVICESLIMITED

22ND ANNUAL REPORT2014-2015

way orwardBTGGlobalAdvisoryMember of

C ON TEN T S Pag e

N otice

R epo rt on C orporate G overn an ce

Bo ard ’s R eport

M anagem en t Discussion a nd Analysis R epo rt

Ind epe nde nt Aud itors ’ R ep ort

Ba lance Sh eet

S tatem ent of P rofit & Loss

C ash Flow Statemen t

N otes fo rming p art o f Finan cia l S tatem en ts

C onso lida te d Indep endent Auditors ’ Re port

C onsolidated Balance She et

C onso lid ated S tatem en t of P rofit & Loss

C onsolidated Ca sh F low State m ent

N otes fo rming p art o f Con solidated F ina ncia l S ta te m ent

A ttendance S lip & Proxy Form

BOARD OFDIRECTORS

CHIEFFINANCIALOFFICER

COM PANYSECRETARY

BOARD COM M ITTEES:

AUDITCOM M ITTEE

STAKEHOLDERSRELATIONSHIPCOM M ITTEE

NOM INATION AND REM UNERATION COM M ITTEE

M r. Brijinder Bhushan Deora ChairmanM r. Sajeve Deora DirectorM r. Arun Deora DirectorM r. Suresh Chander Kapur DirectorM r. Sandeep Chandra DirectorM s. Alka Jain Addit ional Director

M r. Ravi M athur

M s. Shivani Arora

M r. Sandeep Chandra ChairmanM r. Sajeve Deora M emberM s. Alka Jain M ember

M r. Suresh Chander Kapur ChairmanM r. Brijinder Bhushan Deora M emberM r. Sandeep Chandra M ember

M r. Suresh Chander Kapur Chairman

M r. Brijinder Bhushan Deora M ember

M r. Sandeep Chandra M ember

INVESTM ENTCOM M ITTEE

RISKM ANAGEM ENTCOM M ITTEE

BANKERS

REGISTERED OFFICE

M r. Brijinder Bhushan Deora ChairmanM r. Sandeep Chandra M emberM s. Alka Jain M ember

M r. Brijinder Bhushan Deora ChairmanM r. Sandeep Chandra M ember

HDFCBankPunjab Nat ional BankState Bank of Bikaner and Jaipur

606, New Delhi HouseBarakhamba RoadNew Delhi 110 001

INTEGRATED CAPITAL SERVICES LIMITED

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BTGGlobalAdvisoryMember of

Stateme nt conta in ing salien t fea tu re s o f f inancia l sta tem ent

o f subsidiaries/associa tes co m panies/ join t ven tu res

NOTICE

ORDINARYBUSINESS:

SPECIALBUSINESS:

Not ice is hereby given that the Twenty Second (22nd) Annual General M eeting of the M embers of Integrated Capital

Services Limited will be held on Saturday the 29 Day of August , 2015 at 11:00 a.m. at the Registered Office of the

Company at 606, New Delhi House, Barakhamba Road, New Delhi 110 001, to transact the followingbusinessesas:

To consider and adopt the audited Balance Sheet of the Company as at M arch 31, 2015, audited Profit and Loss

Account of the Company for the year ended on that date and the Reports of the Board of Directors and Auditors

thereon;

To appoint a Director in place of M r. Brijinder Bhushan Deora (DIN 00004942) who ret ires by rotat ion and being

eligible, offershimself for re-appointment ;

To appoint Auditors and to fix their remunerat ion and in this regard to consider and if thought fit , to pass, with or

without modificat ion(s), the following resolution asan Ordinary Resolution:

“ M / s KR & Co. Chartered Accountants (Regist ration No: 025217N), having its address at PU-53,

Vishaka Enclave, Pitam Pura, New Delhi 110034, be and are hereby appointed as Auditors of the Company to hold

such office from the conclusion of the Annual General M eeting t ill the conclusion of the next Annual General

M eet ing of the Company at such remunerat ion asshall be fixed by the Board of Directorsof the Company.

the Board be and is hereby authorized to do all acts and take all such steps as may be

necessary, proper or expedient to give effect to thisresolution.

To consider and if thought f it , to pass, with or without modificat ion(s), the following resolut ion as a

:

pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies

Act, 2013, a new set of Art iclesof Association be and ishereby approved and adopted asthe Art iclesof Association of

the Company in total exclusion, substitut ion and supersession of the exist ingArt iclesof Associat ion.

M r. Sajeve Deora (DIN: 00003305) and M r. Brijinder Bhushan Deora (DIN: 00004942),

Directors of the Company be and are hereby authorized to sign, verify, execute and file all necessary documentswith

any Governmental Authority including but not limited to, the Registrar of Companies, National Capital Terr itory of

Delhi and such other authorit ies as may be required from t ime to t ime and to do all such acts, deeds, matters and

thingsnecessary or expedient to give effect to the above resolut ion.

To appoint M s. Alka Jain (DIN: 03180218) as an Independent Director and in thisregard to consider and if thought f it ,

to pass, with or without modificat ion(s), the following resolution asan

pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable

provisions of the Companies Act , 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014

(including any statutory modif ication(s) or re-enactment thereof for the t ime being in force) and Clause 49 of the

List ing Agreement, M s. Alka Jain (DIN: 03180218), who was appointed as a Director liable to ret ire by rotation and

whose term expires at this Annual General M eet ing and in respect of whom the Company has received a notice in

writ ing under Sect ion 160 of the Companies Act , 2013 from a member proposing her candidature for the office of

Director, be and is hereby appointed as an Independent Director of the Company to hold office for two (2)

consecutive yearsfor a term up to the conclusion of 24 Annual General M eet ing of the Company.

By Order of the Board of Directors

Place: New Delhi

Date: 10/ 07/ 2015 Brijinder Bhushan Deora

(Chairman & Director)

DIN: 00004942

th

th

1.

2.

3.

RESOLVED THAT

”

“RESOLVED FURTHER THAT”

4. SpecialResolution

“RESOLVED THAT

“RESOLVED FURTHER THAT

”

5.Ordinary Resolution:

“RESOLVED THAT

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NOTES:1.

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6.

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15.

The instructionsfor membersfor votingelectronically are asunder:

A M EM BER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL M EETING (THE M EETING) ISENTITLED TO

APPOINTA PROXYTOATTEND AND VOTEON A POLLINSTEAD OFHIM SELFAND THEPROXYNEED NOT BEA M EM BER

OFTHECOM PANY. THEPROXYFORM ISENCLOSED.

The inst rument appointing the proxy should, however, be deposited at the Registered Office of the Company not less

than forty-eight hoursbefore the commencement of the meet ing;

Corporate members intending to send their authorised representat ivesto attend the M eeting, are requested to send

a cert ified copy of the Board Resolut ion authorising their representatives to attend and vote on their behalf, at the

M eet ing;

Brief Resume of Directors including those proposed to be appointed / re-appointed, nature of their expert ise in

specific functional areas, number of companies in which they hold directorships and memberships / chairmanships

of Board Committees , shareholding and relat ionship between directors inter se as st ipulated under Clause 49 of the

List ing Agreement, with the Stock Exchanges, are provided in the Corporate Governance Report forming part of

Annual Report;

An Explanatory Statement pursuant to Section 102 (1) of the Companies Act , 2013, relat ing to the Special Businessto

be transacted at the M eeting isannexed hereto;

M embersare requested to bring copy of the Annual Report and their Attendance Slip to the M eet ing;

The Company has notified closure of Register of M embers and Share Transfer Books from Wednesday, August 26,

2015 to Saturday, August 29, 2015 (both daysinclusive) for the purpose of the Annual General M eeting;'’

In case of Joint Holders, if more than one holder intends to attend the meet ing, they must obtain addit ional

admission slip(s) on request from the Registered Office of the Company.

Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the

membersat the Registered office of the Company on all working days, except Saturdays, during business hours upto

the date of the M eet ing.

All queries relating to the accounts must be sent to the Company at its Registered Office at least ten days before the

holding of the Annual General M eeting;

M embers who have mult iple accounts in identical names or joint accounts in same order are requested to intimate

the Company/ RTA, the ledger folios of such accounts so as to enable the Company to consolidate all such

shareholdingsinto one account.

M embers holding shares in elect ronic form are requested to intimate immediately any change in their address to

their Depository Participants with whom they are maintaining their demat accounts. M embers holding shares in

physical form are requested to advise any change in their address immediately to the Company / Link Intime;

The Securit iesExchange Board of India (SEBI) hasmandated the submission of Permanent Account Number (PAN) by

every part icipant in securit ies market . M embers holding shares in demat form are, therefore, requested to submit

PAN with whom they are maintaining their demat accounts. M embers holding shares in physical form can submit

their PAN to the Company/ Link Intime;

M emberswho have not registered their e-mail idsso far are requested to register their e-mail id addressfor receiving

all communicat ion including Annual Report , Not ices, Circulars, etc. from the Company electronically.

In compliance with the provisions of Sect ion 108 of the Companies Act, 2013, and the rules framed there under and

Clause 35Bof List ing Agreement, the M embersare provided with the facilit y to cast their vote elect ronically, through

the e- Vot ing servicesprovided by NSDL, on all the resolut ionsset forth in the Not ice.

I. In compliance with provisions of Sect ion 108 of the Companies Act, 2013, Rule 20 of the Companies

(M anagement and Administrat ion) Rules, 2014 as amended by the Companies (M anagement and

Administ ration) Amendment Rules, 2015 and Clause 35B of the List ing Agreement , the Company is pleased to

provide members facility to exercise their right to vote on resolut ions proposed to be considered at the Annual

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General M eeting (AGM ) by elect ronic means and the business may be t ransacted through e-Voting Services.

The facilit y of casting the votes by the membersusing an elect ronic vot ing system from a place other than venue

of the AGM ) (“ remote e-vot ing” ) will be provided by Nat ional Securit iesDepositor Limited (NSDL).

II. The facilit y for vot ing through ballot paper shall be made available at the AGM and the members attending the

meeting who have not cast their vote by remote e-vot ing shall be able to exercise their right at the meet ing

through ballot paper.

III. The members who have cast their vote by remote e-vot ing prior to the AGM may also attend the AGM but shall

not be ent it led to cast their vote again.

IV. The remote e-vot ing period commences on 26 August , 2015 (9:00 am) and ends on 28 August, 2015 (5:00

pm). During this period members' of the Company, holding shares either in physical form or in dematerialized

form, as on the cut-off date of 22 August, 2015, may cast their vote by remote e-vot ing. The remote e-vot ing

module shall be disabled by NSDLfor voting thereafter. Once the vote on a resolut ion is cast by the member, the

member shall not be allowed to change it subsequent ly.

V. The processand manner for remote e-voting are asunder:

a) In case a M ember receives an email from NSDL [for members whose email IDs are registered with the

Company/ Depository Part icipants(s)] :

(i) Open email and open PDFfile viz; “ remote e-vot ing.pdf ” with your Client ID or Folio No. as password.

The said PDF file contains your user ID and password/ PIN for remote e-vot ing. Please note that the

password isan init ial password.

(ii) Launch internet browser by typing the following URL: https:/ / www.evoting.nsdl.com/

(ii) Click on Shareholder -

(iii) Put user IDand password asinit ial password/ PIN noted in step (i) above. Click Login.

th t h

nd

Login

(iv) Password change menu appears. Change the password/ PIN with new password of your choice withminimum 8 digits/ characters or combination thereof. Note new password. It is st rongly

recommended not to share your password with any other person and take utmost care to keep your

password confident ial.

(v) Home page of remote e-votingopens. Click on remote e-voting: Active VotingCycles.

(vi) Select “ EVEN” of “ INTEGRATEDCAPITALSERVICESLIM ITED”.

(vii) Now you are ready for remote e-voting asCast vote page opens.

(viii) Cast your vote by selecting appropriate option and click on “ Submit ” and also “Confirm” when

prompted.

(ix) Upon confirmat ion, the message “ Vote cast successfully” will be displayed.

(x) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xi) Institut ional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scannedcopy (PDF/ JPG Format ) of the relevant Board Resolut ion/ Authority letter etc. together with attestedspecimen signature of the duly authorized signatory(ies) who are authorized to vote, to theScrut inizer through e-mail to [email protected] with a copy marked to evot [email protected].

b) In case a M ember receives physical copy of the Notice of AGM [for members whose email IDs are notregistered with the Company/ Depository Part icipants(s) or request ing physical copy]:

(i) Init ial password isprovided asbelow/ at the bottom of the Attendance Slip for the AGM

(ii) Please follow all stepsfrom Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

EVEN (Remote e-votingEvent Number) USERID PASSWORD/ PIN

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VI. In case of any queries, you may refer the Frequent ly Asked Questions (FAQs) for M embers and remote e-vot inguser manual for M embers available at the downloads section of www.evot ing.nsdl.com or call on toll free no.:1800-222-990.

VII. If you are already registered with NSDL for remote e-vot ing then you can use your exist ing user ID andpassword/ PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be usedfor sending future communicat ion(s).

IX. The voting rights of members shall be in proport ion to their shares of the paid up equity share capital of the

Company ason the cut -off date of 22 August, 2015.

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the

not ice and holding shares as of the cut -off date i.e. 22 August, 2015, may obtain the login ID and password bysendinga request at [email protected] or Issuer .

However, if you are already registered with NSDLfor remote e-voting then you can use your exist ing user ID andpassword for cast ing your vote. If you forgot your password, you can reset your password by using “Forgot UserDetails/ Password” opt ion available on www.evot ing.nsdl.com or contact NSDL at the following toll free no.:1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-vot ing but shallnot be allowed to vote again at the AGM .

XII. A person, whose name isrecorded in the register of members or in the register of beneficial ownersmaintainedby the depositories as on the cut -off date only shall be ent it led to avail the facilit y of remote e-vot ing as well asvot ing at the AGM through ballot paper.

XIII. M r. Rajesh Lakhanpal, Company Secretary in Practice (M embership No. 5679) has been appointed as theScrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-vot ingprocessin a fair and transparent manner.

XIV. The Chairman shall, at the AGM at the end of discussion on the resolutions on which vot ing is to be held, allowvot ing with the assistance of scrut inizer, by use of “Ballot Paper ” for all those members who are present at theAGM but have not cast their votesby availing the remote e-vot ing facilit y.

XV. The Scrut inizer shall after the conclusion of voting at the general meeting, will first count the votes cast at themeeting and thereafter unblock the votes cast through remote e-vot ing in the presence of at least twowitnesses not in the employment of the Company and shall make, not later than three days of the conclusion ofthe AGM , a consolidated scrut inizer's report of the total votescast in favour or against , if any, to the Chairman ora person authorized by him in writ ing, who shall countersign the same and declare the result of the vot ingforthwith.

XVI. The Results declared alongwith the report of the Scrut inizer shall be placed on the website of the Companyand on the website of NSDL immediately after the declarat ion of result by the Chairman or a

person authorized by him in writ ing. The results shall also be immediately forwarded to the Stock Exchangeswhereat the securit iesof the Company are listed.


Place: New Delhi



DIN: 00004942

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/ RTA

www.raas.co.in

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EXPLANATORY STATEM ENT PURSUANT TO SECTION 102(1) OF THE COM PANIES ACT, 2013 (“the Act”)

Item No. 4:

Item No. 5:

Brief resume of M s. Alka Jain:

The follow ing explanatory statement setsout all material facts relat ing to the Special Businessesmentioned in the accompanying

Notice.

In view of the notificat ion of the Companies Act , 2013 and rule made there under the Companies Act , 2013, it is necessary to

adopt new set of Articlesof Associat ion givingeffect to the provisionsand rules framed therein.

Various clauses in the exist ing Art icles of Associat ion necessitate amendment and/ or alteration in order to reflect inter-se,

var iousprovisionsand rules framed therein.

As per the provisions of Sect ion 14 of the Companies Act , 2013, alterat ion in Art icles of Associat ion of the Company require

approval of Shareholders of the Company by way of Special Resolut ion and hence placed for seeking approval of the

Shareholders.

Your Board recommendsthisresolut ion to seek your approval for amendment for adoption of new set of Art iclesof Associat ion.

None of the persons specif ied in Sect ion 102 of the Companies Act , 2013, namely the Promoters, Directors, Key M anagerial

Personnel, Relatives of Promoters, Directors and Key M anagerial Personnel or the ent it ies comprising the interest of Promoters,

Directorsor Key M anagerial Personnel, are concerned or interested in the above resolut ions.

M s. Alka Jain isan Independent Director of the Company.

M s. Alka Jain wasappointed asan addit ional director in the Board M eet ing held on M arch 17, 2015.

The Company has received not ice alogwith requisite deposit as per provisions of Sect ion 160 of the Companies Act , 2013 from a

shareholder proposing to appoint M s. Alka Jain as an Independent Director under sect ion 149 of the Act and Clause 49 of the

List ing Agreement to hold off ice for two (2) consecut ive years for a term upto the conclusion of 24 Annual General M eet ing of

the Company.

M s. Alka Jain is not disqualif ied from being appointed as Director in terms of Sect ion 164 of the Act and has given her consent to

act asDirector of the Company.

The Company has also received declarat ions from M s. Alka Jain that she meets the criteria of independence as prescribed both

under sub-sect ion (6) of Sect ion 149 of the Act and under Clause 49 of the List ingAgreement .

In the opinion of the Board, M s. AlkaJain fulf ills the condit ions for appointment as Independent Director asspecif ied in the Act .

M s. Alka Jain, aged 52, is a graduate with Economicsand English asmain subjects having experience of over 30 years in Sales and

M arket ingof real estate, toursand t reks, education, cut lery, fuel addit ivesand mineral water.

Currently founder of “ Prakrut i M editation and Cosmic Cure” and “ Dishaa Educat ional Society” she is involved in educat ing the

under pr ivileged and meditat ion for self realization.

No other Director of the Company is concerned or interested in the proposed resolut ion except M s. Alka Jain who may be

deemed to be interested in the resolut ion proposing her appointment.

The proposed appointment , if made, shall be in the interest of the Company and accordingly the Board of Directors recommends

the resolut ion for approval.

By Order of the Board of DirectorsPlace: New Delhi



DIN: 00004942

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Report on Corporate Governance

The Directorspresent the Company'sReport on Corporate Governance for the year ended M arch 31, 2015.

The Company'sphilosophy on Code of Corporate Governance isbased on the following principles:

(1) The members of the Board are persons in whom the shareholders have reposed their confidence and t rust.

Personsappointed to the Board are consciousof their corporate and social responsibilit iesand maintain highest

standardsof integrity.

(2) The Company st rivesand followsthe highest standardsof ethics, t ransparency and integrity as itsphilosophy on

Corporate Governance while conduct ing business.

(3) The Company is in compliance with the requirements of guidelines on Corporate Governance stipulated under

Clause 49 of the List ingAgreement with the Stock Exchanges.

M r. Brijinder Bhushan Deora, Director of the Company, ret ires at the ensuing Annual General M eeting and being

eligible, offershimself for re-appointment .

The composit ion of Board of Directorsof the Company isin line with Clause 49 (II) (A) of the List ing Agreement .

Brief resume of all the Directors, nature of their expert ise in specif ic funct ional areas and number of companies in

which they hold directorships, memberships/ chairmanships of Board Committees and their shareholding in the

Company are asfollows:

(i) , aged 85, is a qualified Chartered Accountant and Cost Accountant having more

than 55 yearsexperience with large corporate houseswherein he held functional responsibilit y for financial and

account ing matters, direct and indirect taxation matters, corporate laws and economic legislat ive matters and

Businessst ructuring and restructuring, amongst others.

He is the Chairman of the Investment Committee and also a member of Stakeholder's Relationship Committee

and Nominat ion and Remuneration Committee, of the Board.

M r. Brijinder Bhushan Deora doesnot hold any share of the Company ason M arch 31, 2015.

(ii) , aged 55, is the son of M r. Brijinder Bhushan Deora, the Chairman & Director of the Company.

M r. Sajeve Deora isa qualified Chartered Accountant, having more than 31 yearsof experience in Corporate and

related Economic legislations, rest ructuring of business and debts, st ructuring entry strategy for overseas

investments, mergers, acquisit ions and takeovers, capital issues and ident ifying vendors for new project

investments.

He isalso a member of the Audit Committee of the Company.

Sajeve Deora (HUF) holds6,00,000 equity sharesof the Company ason M arch 31, 2015.

(iii) , aged 51, is the son of M r. Brijinder Bhushan Deora, Chairman of the Board of Directors of the

Company. M r. Arun Deora is a qualified Chartered Accountant having more than 23 years of experience in the

field of capital marketsand capital leveraging. He hasexpert ise in analysisof capital markets.

M r. Arun Deora doesnot hold any share of the Company ason M arch 31, 2015.

(iv) , aged 74, is a graduate with physics and M athemat ics as main subjects and holds

diploma in Synthetics Fibers from SASM ERA, Bombay. He has more than 50 years of experience in the field of

General M anagement , Project M anagement , M arketing and Procurement in Edible oils, Pet rochemicals and

M an-made fiber indust ries, Internat ional t rading, issuesrelated to budget, WTOand Anti dumping.

He is the Chairman of the Stakeholders' Relationship Committee and the Nominat ion and Remunerat ion

1. Company'sPhilosophy

2. Board of Directors

Director’sProfile

M r. Brijinder Bhushan Deora

M r. Sajeve Deora

M r. Arun Deora

M r. Suresh Chander Kapur

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Committee.

M r. Suresh Chander Kapur doesnot hold any share of the Company ason M arch 31, 2015.

(v) , aged 53, is a qualif ied Chartered Accountant having experience of about 29 years in

managing a family owned sugar manufacturing factory and supervising financial, banking, technical and

administrat ive funct ionsthereof.

He is the Chairman of the Audit Committee and also member of the Stakeholders' Relat ionship Committee, the

Nomination and Remunerat ion Committee and the Investment Committee of the Company.

M r. Sandeep Chandra doesnot hold any share of the Company ason M arch 31, 2015.

(vi) , aged 52, is B.ED, from Anna M alai University, Chennai, having experience of about 30 years, in

acting as Corporate Dealer, Dist ributor, M arketing Execut ive in areas of Leadership Skill & M icro Finance,

Coordinator and founder of “ Prakruti M editation and Cosmic Cure” and founded NGO “Dishaa Educational

Society”. She has worked at Lancers Internat ional School, Gurgaon as ESL Consultant and at pathways World

School asESLteacher.

She isa member of the Audit Committee and the Investment Committee of the Company.

M r. Sandeep Chandra

M s. Alka Jain

Details of the Directors seeking appointment in the Annual General M eeting (Pursuant to Clause 49 of the ListingAgreement)

Name of Director M r. Rajiv Jaiswal

Date of Birth 19-06-1955

Date of Re- Appointment April 10, 2015

Qualificat ion B. Tech, M BA

Experience in Specific M r. Rajiv Jaiswal has vast experience in debt syndication,

exportsmarketing and Distribut ion.

Directorship held in other companies 01

Chairman/ member of the Committee of the Board

of Directorsof the Company 00

Chairman/ member of the Committee of the Board

of Directorsof other Company 00

Number of Sharesheld in the Company 00

Relat ionship with other Directors Not related to any other Director

Details of designation of directors, attendance of Board M eetings/ AGM and other directorship and chairmanships/membershipsof Committees:

S. No. Name o f Director Category of

Directorship

Attendance of

M eet ings during

2014-15

No. of Directorsh ips and Committee

M embersh ip s / Chairmansh ips (includ ing th is

Company)

Board

M eet ings

Last

AGM

Directorsh ips Com mit tee

M embersh ips

Committee

Chairmansh ips

1. M r. Rajiv Jaiswal Execu tive 6 Yes 2 - -

2 M r. Brij ind er Bhu shan Deora Non Execut ive

– Promot er

7 Yes 8 2 -

3 M r. Sajeve Deora Non Execut ive

– Promoter

7 Yes 11 1 4

4. M r. Arun Deora Non Execut ive-

Promoter

1 No 2 - -

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* The Directorships, held by Directorsabove, do not include directorships in foreign companies.

# In accordance with Clause 49 of the List ing Agreement , M emberships/ Chairmanships of only Audit Committees and

StakeholdersRelat ionship Committees in all public limited companieshave been considered.

* * Ceased to be a director and a member from Stakeholders Relat ionship Committee of the Board with effect from 17th

M arch, 2015 (after the closure of businesshours).

## Appointed asAddit ional Independent Director and a member of Audit Committee with effect from 17th M arch, 2015.

The Executive Directors on the Board serve in accordance with the terms of their cont ract of service with the

Company.

Asregardsthe appointment and tenure of Independent Directors, following is the policy adopted by the Board:

The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which

are consistent with the CompaniesAct, 2013 and ListingAgreement.

The Independent Directorswill serve a maximum of two termsof f ive yearseach.

The Company would not have any upper age limit of retirement of Independent Directors from the Board and their

appointment and tenure will be governed by provisionsof the CompaniesAct, 2013.

Definit ion of 'Independence' of Directors is derived from Clause 49 of the Equity List ing Agreement and Sect ion

149(6) of the Companies Act , 2013. Based on the confirmat ion / disclosures received from the Directors and on

evaluat ion of the relat ionships disclosed, all Non-Execut ive Directors other than the Chairman are Independent in

termsof Clause 49 of the List ing Agreement and Section 149(6) of the CompaniesAct , 2013.

The Independent Directors meet at least once in a year, without the presence of Execut ive Directors or M anagement

representat ives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and

concerns, if any.

The Independent Directors met one time during the Financial Year ended 31st M arch, 2015 on 17 M arch, 2015and

inter alia discussed:

the performance of non-Independent Directorsand the Board asa whole;

the performance of the Chairperson of the Company, taking into account the views of Executive Directors and

Non-Executive Directors; and

3. M eetingsof the Board of Directors

Appointment and Tenure

Board Independence

Separate Independent DirectorsM eetings

th

5 M r. Suresh Chander Kapur Non Execut ive

Indep endent

7 No 2 - 1

6. M r. Sandeep Chandra Non Execut ive-

Indep endent

7 Yes 2 3 1

7. M r. Ambarish Chat terjee* * Non Execut ive-

Indep endent

7 Yes 9 4 2

8. M s. Alka Jain## Addit ional

Ind ependent

Director

1 No 1 1 -

S. No. Name o f Director Category of

Directorship

Attendance of

M eet ings during

2014-15

No. of Directorsh ips and Committee

M embersh ip s / Chairmansh ips (includ ing th is

Company)

Board

M eet ings

Last

AGM

Directorsh ips Com mit tee

M embersh ips

Committee

Chairmansh ips

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the quality, quant ity and t imeliness of flow of informat ion between the Company management and the Board

that is necessary for the Board to effectively and reasonably perform their dut ies. In addit ion to these formal

meet ings, interactions outside the Board meet ings also take place between the Chairman and Independent

Directors.

The provision of an appropriate induction programme for new Directors and for exist ing Directors is a major

cont ributor to the maintenance of high Corporate Governance standards of the Company. The Chief Execut ive

Officer and the Company Secretary are joint ly responsible for ensuringthat such induct ion isprovided to Directors.

The Independent Directors, from time to t ime request management to provide detailed understanding of any

specific project, act ivity or process of the Company. The management provides such informat ion and t raining either

at the meeting of Board of Directorsor otherwise.

Upon appointment, Directorsreceive a Letter of Appointment sett ing out in detail, the termsof appointment , dut ies,

responsibilit iesand expected time commitments.

During the year ended M arch 31, 2015, Seven (07) meet ings of the Board of Directors were held on April 11, 2014,

July 09, 2014, August 13, 2014, October 10, 2014, November 08, 2014, January 09, 2015 and M arch 17, 2015.

The Board hascurrently established the following statutory and non-statutory committees:

The Audit Committee comprisesM r. Sandeep Chandra asChairman, M r. Sajeve Deora and M s. Alka Jain, asM embers.

During the year, M s. Alka Jain wasappointed asa M ember with effect from 17 M arch, 2015.

The Company Secretary isthe Secretary of the Committee.

The Audit Committee of the Company is ent rusted with the responsibility to supervise the Company's internal

cont rolsand financial report ing processand inter alia performsthe following functions:

a) overseeing the Company's financial report ing processand disclosure of f inancial information to ensure that the

financial statementsare correct , sufficient and credible;

b) reviewing and examinat ion with management the quarterly financial resultsbefore submission to the Board for

approval;

c) reviewing and examination with management the annual financial statements before submission to the Board

and the auditors' report thereon;

d) review management discussion and analysisof financial condit ion and resultsof operations;

e) scrut iny of inter-corporate loansand investmentsmade by the Company;

f) reviewing with management the annual f inancial statements as well as investments made by the unlisted

subsidiary companies;

g) reviewing, approving or subsequent ly modifying any Related Party Transactions in accordance with the Related

Party Transaction Policy of the Company;

h) approving the appointment of Chief Financial Off icer after assessing the qualif icat ions, experience and

background, etc. of the candidate;

i) recommending the appointment, remunerat ion and terms of appointment of Statutory Auditors of the

Company and approval for payment of any other services;

j) reviewing and monitoringthe auditor'sindependence and performance, and effectivenessof audit process;

k) reviewing management letters / lettersof internal control weaknessesissued by the Statutory Auditors;

Directors' Induction and Familiarization

Board M eetings

4. Committeesof the Board

Audit Committee

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l) discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well as having

post-audit discussion to ascertain area of concern, if any;

m) reviewing with management , Statutory Auditorsand Internal Auditor, the adequacy of internal control systems;

n) recommendingappointment , remunerat ion and termsof appointment of Internal Auditor of the Company;

o) reviewing the adequacy of internal audit funct ion and discussing with Internal Auditor any significant finding and

reviewing the progressof correct ive act ionson such issues;

p) evaluating internal f inancial controlsand risk management systems;

q) valuat ing undertaking or assetsof the Company, wherever it isnecessary;

r) reviewing the funct ioning of the Whist le Blowing mechanism;

The meet ings of Audit Committee are also attended by the Chief Financial Officer, Statutory Auditors and Internal

Auditor as special invitees. The Company Secretary acts as the Secretary to the Committee. The minutes of each

Audit Committee meet ing are placed and confirmed in the next meetingof the Board.

The Company Secretary functionsasthe Secretary of the Committee.

The Audit Committee met six (6) t imes during the financial year ended 31 M arch, 2015 on April 11, 2014, July 09,

2014, August 13, 2014, October 10, 2014, November 08, 2014 and January 09, 2015.

The Nominat ion and Remuneration Committee comprises M r. Suresh Chander Kapur as Chairman and M r. Brijinder

Bhushan Deora and M r. Sandeep Chandra, asM embers.

During the year, M r. Suresh Chander Kapur was appointed as a Chairman with effect from 17th M arch, 2015 to make

the composit ion of the Committee consistent with requirements of revised Clause 49 of List ing Agreement.

which provides that the

Nomination and Remuneration Committee should comprise of at least three Directors, all of whom should be Non-

Executive Directors. At least half of the Committee members should be Independent with an Independent Director

actingasthe Chairman of the Committee.

The Company Secretary isthe Secretary of the Committee.

The role of Nominat ion and Remuneration Committee isasfollows:

a) Guide the Board in relation to appointment and removal of directors, KM Pand senior management.

b) Formulate the criteria for determining qualif icat ions, posit ive att ributes, and independence of a director and

recommend the Board a Policy, relat ing to the remunerat ion for the directors, key managerial personnel and

other employees.

c) Formulat ion of criteria for evaluation of Independent Directorsand the Board.

d) Evaluate the performance of the membersof the Board and provide necessary report to the Board.

e) Recommend to the Board remunerat ion payable to the directors, key managerial personnel and senior

management.

f) Retain, motivate and promote talent of directors, managerial personnel required to run the Company

successfully.

g) Assist the Board in fulf illingresponsibilit ies.

h) Implement and monitor policiesand processesregardingprinciplesof corporate governance.

The Nominat ion and Remuneration Committee met three (3) during the financial year on July, 09, 2014,

November 08, 2014 and M arch 17, 2015.

st

Nomination and Remuneration Committee

In terms

of Sect ion 178 (1) of the Companies Act, 2013 and Clause 49 of the List ing Agreement

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Detailsof Remuneration of Non-Executive Directorsfor the Financial Year ended 31 M arch, 2015

Stakeholders' Relationship Committee

Risk M anagement Committee

st

(Rs.)

S. No. Name Sitt ingFees*

1. M r. Suresh Chander Kapur 60,000

2. M r. Sandeep Chandra 85,000

3. M r. Ambarish Chatterjee 85,000

4. M s. Alka Jain 10,000

* Includessitt ing feespaid for Board and Board Committee meetings.

The Stakeholders' Relationship Committee comprises M r. Suresh Chander Kapur as Chairman and M r. Brijinder

Bhushan Deora and M r. Sandeep Chandra, asM embers.

The role of StakeholdersRelationship Committee isasfollows:

a) To addressthe casesof transfer/ t ransmission of sharesand issue of duplicate share cert if icates;

b) To ensure proper cont rolsare followed by Regist rar and Share Transfer Agent ;

c) To expedit iously redressthe shareholders' complaintsand queries;

d) To review movements in shareholdingsand ownership st ructure.

During the financial year ended 31 M arch, 2015, the Committee met six (6) t imes on, April 11, 2014, July 09, 2014,

October 10, 2014, November 28, 2014 January 09, 2015, January 28, 2015.

M s. Shivani Arora, Company Secretary, is the Compliance Officer for resolut ion of Shareholders' complaints. During

the Financial Year ended 31 M arch, 2015 no complaint of any shareholder received so far.

All the requests received during the year for issue of new share cert ificates after split of shares and request for

Transfer of Shareswere attended to and resolved sat isfactorily.

22 requestsfor t ransfer of shareshad been received along with share t ransfer deed and old Share Certif icates, from a

t ransferee requesting for transfer of shares in his favour. The said cert ificates of the Company have been split and

int imat ion to this effect had already been given to all the shareholders of the Company to surrender their old share

cert if icates to enable the Company to issue them new share cert ificates. Request received are bearing details of old

shares cert ificate and t ransfer deeds mention the share cert if icate no. and dist inct ive no. of the sharesas per the old

share cert ificate/ swhich have ceased to exist .

The Company had written to the Stock Exchange Board of India (SEBI) to seek the valued opinion with regard to act ion

to be taken in the above regard so that shareholders' interest are kept protected within the framework of the rules

and regulationsof the stock exchange. The Company isyet to receive a reply.

In accordance with the requirement of List ing Agreement , your Company const ituted a Risk M anagement

Committee during the year.

The Risk M anagement Committee comprises M r. Brijinder Bhushan Deora as Chairman and M r. Rajiv Jaiswal and M r.

Sandeep Chandra, asM embers.

The Company Secretary is the Secretary of the Committee.

The role of Risk M anagement Committee isasfollows:

a) Recommend to the Board and then formally announce, implement and maintain a sound system of r isk

oversight , management and internal control.

b) Develop and seek Board approval for a range of specific dut iesthat it is to be carried out.

c) Detail the functions and processes which are considered necessary to ensure that the Board can be sat isf ied

that the Company'sr isksare being effect ively managed.

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d) Examine and determine the sufficiency of the Company's internal processesfor report ing and managing key risk

areas.

During the financial year ended 31 M arch, 2015, the Committee met once on 17 M arch, 2015.

The Investment Committee comprises M r. Brijinder Bhushan Deora as Chairman and M r. Sandeep Chandra and M s.

Alka Jain, asM embers.

The Company Secretary is the Secretary of the Committee.

The role of Investment Committee isasfollows:

a) To review the investment policies, st rategiesand programsof the Company and itssubsidiaries;

b) To invest funds of the Company in fixed/ term deposits with banks, bodies corporate in shares/ debentures of

companies, Government Securit ies up to an amount within the limit prescribed under Sect ion186 of the

CompaniesAct , 2013 at any one time, or asmay be decided by the Board; and

c) To examine opportunit ies in the nature of st rategic investments/ alliance/ s, mergers, acquisit ions, etc and to

monitor implementation of the decisions.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business

operat ions. To maintain these standards, the Company encourages its employees who have concerns about

suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment.

A Vigil M echanism provides a channel to the employees and directors to report to the management concerns about

unethical behavior, actual or suspected, fraud or violation of the Code of Conduct or legal or regulatory

requirements, incorrect or misrepresentat ion of any financial statementsand reports, or the like.

The Whist le Blower Policy is available on the website of the Company

http:/ / www.raas.co.in/ images/ Whist le%20Blower%20Policy.pdf

All the members of the Board and the M anagement Committee have affirmed their compliance with the Code of

Conduct ason 31st M arch, 2015 and a declarat ion to that effect , signed by the M anaging Director and Chief Execut ive

Officer (CEO), is attached and forms part of this Report. There were no materially financial or commercial

t ransact ion, between the Company and members of the M anagement Committee that may have a potent ial conflict

with the interest of the Company at large. All details relat ing to financial and commercial transactions where

Directors may have a pecuniary interest are provided to the Board and the interested Directors neither part icipate in

the discussion nor vote on such matters.

Attent ion of M embers is drawn to the disclosure of t ransact ions with related part ies which are set out in Notes on

Accounts – Note No. 28 - forming part of the audited accounts of the Company. None of the t ransact ions with any of

the related part ieswere in conflict with the interestsof the Company.

The Locat ion, date and t ime of the Annual General M eet ings held during the preceding Three (3) years and the

Special Resolut ions, if any, passed thereat are asfollows:

st t h

Investment Committee

5. Vigil M echanism/ Whistle Blower Policy

6. Affirmation and Disclosures

7. Disclosureson materially significant related party transactions

8. Shareholder Information

1. General Body M eetings

2. Extra Ordinary General M eeting

3. Subsidiary Companies

100%Subsidiary Company – RAASe SolutionsPrivate Limited

100%Subsidiary Company - Green Infra ProfilesPrivate Limited

Joint Ventures

KW PublishersPrivate Limited

Sun LinksLimited

Greenway AdvisorsPrivate Limited

No Extra Ordinary General M eet ing washeld during the year ended M arch 31, 2015.

RAASe SolutionsPrivate Limited (RAAS) isengaged in the businessof providingfinancial account ing services, on

an outsourced basis, to clientswithin and outside India.

RAAShas successfully developed processes for systemat ic work flow to carry out remote access account ing and

the work flow iscustomized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in

compliance with IFRS.

Green Infra ProfilesPvt . Ltd. isengaged in the businessof providingadvisory servicesfor management of assets.

KW PublishersPrivate Limited isa joint venture wherein the Company hasequity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribut ion of books on various subjects including

Internat ional Polit ics.

Sun LinksLimited isa joint venture company set up in the U.K. through 50%equity part icipation.

Sun Linkshascommenced business in providingconsult ing services in commercial transactions.

Greenway AdvisorsPrivate Limited isa joint venture wherein the Company hasequity investment of 50%.

Year Location Date and Time Special Resolutions Passed

2011- 12 606, New Delhi House,

Barakhamba Road, New

Delhi 110 001

M ay 26, 2012 at 11.00

A.M .

• Appointment of M r. Rajiv Jaiswal as M anaging

Director of the company for a period of one year.

• Change in terms & condit ions for redempt ion of 7%

6,00,000 cumulat ive, non-×convert ible and

redeemable Preference Shares.

2012-813 606, New Delhi House,


Delhi 110 001

June 01, 2013 at 11.00

A.M .

• Re-6appoint ment of M r. Rajiv Jaiswal as M anaging

Director of the Company for a period of one year.

2013-H14 606, New Delhi House,


Delhi 110 001

August 13, 2014 at 9:30

A.M .• Appointment of M r. Rajiv Jaiswal as M anaging

Director of the Company.

• To change the terms and condit ions of Redempt ion

of 7% Cumulat ive, Non-oConvert ible and Redeemable

Preference shares.

• Appointment of M r. Ambarish Chat terjee, M r. Suresh

Chander Kapur and M r. Sandeep Chandra as

Independent Director of the Company.

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Greenway Advisors Private Limited is engaged in business of providing consult ing services in commercial

t ransact ions.

The Quarterly Resultsof your Company are published in 'The Financial Express' (English) and 'Jansatta' (Hindi).

The Annual Report containing, inter alia, Audited Annual Accounts, on standalone and consolidated basis, Directors'

Report, Auditors' Report and other important informat ion is circulated to members and others entit led thereto. The

Report on M anagement Discussion and Analysis(M D&A) formspart of the Annual Report .

Your Company'sstandalone resultsand other corporate information are published on itswebsite at

The Company is registered with Regist rar of Companies, Nat ional Capital Territory of Delhi and Haryana, India having

its registered off ice at 606, New Delhi House, Barakhamba Road, New Delhi - 110001. The Corporate Ident ity

Number (CIN) allotted to the Company by the M inistry of Corporate Affairs(M CA) isL74899DL1993PLC051981.

: August 29, 2015

: 606, New Delhi House, Barakhamba Road, New Delhi 110 001

: 11:00 A.M .

: April 1 to M arch 31

: Wednesday, 26 day of August , 2015 to Saturday, 29 day of August ,

2015 (both daysinclusive) for AGM

Thursday, 27 August, 2015

The meetings of Board of Directors for approval of quarterly f inancial results during the Financial Year ended 31st

M arch, 2015 washeld on the following dates:

First Quarter Results 09 July, 2014

Second Quarter and Half Yearly Results 10 October, 2014

Third Quarter Results 9 January, 2015

Fourth Quarter and Annual Results 10 April, 2015

The tentat ive dates of meeting of Board of Directors for considerat ion of quarterly f inancial results for the financial

year ending 31st M arch, 2016 are asfollows:

First Quarter Results 10 July, 2015

Second Quarter and Half Yearly Results 09 October, 2015

Third Quarter Results 08 January, 2016

Fourth Quarter and Annual Results 08 April, 2016

The Company's equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies

Exchange Board of India (SEBI) had withdrawn recognit ion 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 sharesof the Company are not listed on these stock exchanges.

9. M eansof Communication

Quarterly Results

Annual Report

Website

10. General ShareholdersInformation

CompanyRegistration Details

Annual General M eetingfor the

Date

Venue

Time

Financial Year

Book Closure Period

Last date of receipt of Proxy Forms:

Calendar of Financial Year ended 31st M arch, 2015

Tentative Calendar for financial year ending31st M arch, 2016

Listingon Stock Exchanges, Payment of ListingFee, Stock Codesetc.

th th

t h

th

th

th

th

th

th

th

th

www.raas.co.in

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Stock Exchange No. of SharesListed

Trading ISIN

INE682B01023

Madras Stock Exchange Limited (MSE)

Exchange Building, 11, Second Line Beach,

Chennai 600 001

36,150,000

Ahmedabad Stock Exchange Limited (ASE)

Kamdhenu Complex, Opp: Sahjanand College,

Panjarapole, Ahmedabad 380 015

36,150,000

The Company is informed that 2 (two) stock exchanges whereat the equity shares of the Company are listed, i.e.,

M adras Stock Exchange Ltd. and Ahmedabad 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.

Annual Custody/ Issuer Fee for the year 2015-16 will be paid by the Company to NSDLand CDSLon receipt of invoices.

During the year the sharesof your Company have not been traded on any of the stock exchanges where the shares of

your Company are listed duringthe year under report .

Link Int ime India Private Limited,

44, Community Centre 2 Floor,

Naraina Industrial Area Phase I,

New Delhi 110 028

E-M ail: [email protected]

Telephone Nos. : +91-11-41410592/ 93/ 94

Present ly, the share t ransfers which are received in physical form are processed and the share cert if icates are

returned within a period of 15 daysfrom the date of receipt , subject to the documentsbeing valid and complete in all

respects. The Board of your Company has delegated the authority for approving t ransfer, transmission etc. of the

Company's securit ies to the Share Transfer and Investors' Grievance Committee. Your Company obtains, from a

Company Secretary in Pract ice, half-yearly cert ificate, of compliance with the share transfer formalit ies as required

under Clause 47 (c) of the List ing Agreement with Stock Exchanges and files a copy of the cert ificate with the Stock

Exchanges

Payment of Depository Fees

Stock M arket Data

Registrar and Transfer Agent

Share Transfer System

Distribution of Equity Shareholdingason M arch 31, 2015

nd

S.

No.

Category Shares

Elect ronic Form Physical Form Total

No. of Shares %age of

Total

Capital

No. of Shares %age of

Total Capital

No. of Shares %age of Total

Capital

1 Promoters 25,641,000 70.93 0 0 2,56,41,000 70.93

2 Bodies Corporate 5,11,000 01.42 9,000 00.02 5,20,000 01.44

3 Individuals

(Including HUFs) 6,619,000 18.31 3370000 9.32 99,89,000 27.63

Total 3,27,71,000 90.66 33,79,000 09.34 3,61,50,000 100.00

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ShareholdingPattern by Size

Distribution of Preference Shareholdersason M arch 31, 2015

Addressfor Correspondence

11. Disclosure of AccountingTreatment

12. Adoption of Requirementsof Clause 49

Kalakar Exports Private Limited and Solar Copyer Limited were, holders of 7%, 295,000 Non convert ible and

Redeemable Preference Shares of Rs. 100/ - and 7%, 75000 Non convert ible and Redeemable Preference Shares of

Rs. 100/ - respectively. All these sharesare in Demat form.

All shareholders' correspondence should be forwarded to M / s. Link Intime India Private Limited, 44, Community

Centre 2nd Floor, Naraina Indust rial Area Phase I, New Delhi 110 028 or at the Registered Office of the Company 606,

New Delhi House, Barakhamba Road, New Delhi 110001.

The Company's dedicated e-mail address for Investors' Complaint s and ot her communicat ions is

[email protected].

Your Company has followed the principles of account ing as prescribed in the Indian Account ing Standards and

accordingly, there is no explanation required to be given by the management, as per Clause 49 (VIII) (B) of the List ing

Agreement .

Your Company hascomplied with all the mandatory requirementsof Clause 49 of the List ing Agreement .


Place: New Delhi



DIN: 00004942

S. No. Category Share holders No. of Shares

No. % of Total

Shareholders

Physical Form Elect ronic Form* Total % of Total

Capital

1 Up to 2500 42 7.071 47000 9000 56000

2 -p2501 5000 257 43.266 931000 316600 1247600

3 -ñ5001 10000 238 40.067 1704000 396000 2100000

4 10001-r20000 21 3.535 238000 85000 323000

5 20001-ã30000 15 2.525 230000 166000 396000

6 30001-æ40000 1 0.168 37000 -æ 37000

7 40001-å50000 3 0.505 96000 50000 146000

8 50001–100000 5 0.842 96000 334000 430000

9 100001 and above 12 2.020 -ê 31414400 31414400

Total 594 100.00 3379000 32771000 36150000

0.155

3.451

5.809

0.893

1.095

0.102

0.404

1.189

86.900

100.00

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CHIEF EXECUTIVE OFFICER (CEO)/ M ANAGING DIRECTOR & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We, the undersigned, in our respective capacit ies as Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of

Integrated Capital ServicesLimited (“ the Company” ), to the best of our knowledge and belief cert ify that :

a) We have reviewed the financial statements and the cash flow statement for the Financial Year ended 31st M arch,

2015 and based on our knowledge and belief, we state that :

(i) these statements do not contain any materially unt rue statement or omit any material fact or contain any

statementsthat might be misleading.

(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with the

exist ing accountingstandards, applicable lawsand regulat ions.

b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company

duringthe year, which are fraudulent , illegal or violative of the Company'scode of conduct .

c) We hereby declare that all the members of the Board of Directors and M anagement Committee have confirmed

compliance with the Code of Conduct asadopted by the Company.

d) We are responsible for establishing and maintaining internal cont rols and for evaluating the effectiveness of the

same over the financial report ing of the Company and have disclosed to the Auditors and the Audit Committee,

deficiencies in the design or operat ion of internal controls, if any, of which we are aware and the stepswe have taken

or propose to take to rect ify these deficiencies.

e) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditorsand Audit Committee:

(i) signif icant changes, if any, in the internal cont rol over financial report ing during the year;

(ii) signif icant changes, if any, in the accounting policiesmade during the year and that the same hasbeen disclosed

in the notesto the financial statements; and

(iii) instances of signif icant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having signif icant role in the Company's internal control system over financial

report ing.

Place: New Delhi Rajiv Jaiswal Ravi M athur

Date: 10/ 04/ 2015 (M anaging Director/ CEO) (Chief Financial Officer)

(DIN: 02608317)

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AUDITORS' CERTIFICATE REGARDING COM PLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the M embersof

Integrated Capital ServicesLimited

We have examined the compliance of condit ions of Corporate Governance by Integrated Capital Services Limited, for the

year ended on M arch 31 2015, as stipulated in Clause 49 of the List ing Agreement of the said Company with Stock

Exchanges.

The compliance of condit ions of Corporate Governance is the responsibility of the M anagement. Our examination has

been limited to a review of the proceduresand implementat ion thereof adopted by the Company for ensuring compliance

with the condit ions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of

opinion on the financial statementsof the Company.

In our opinion and to the best of our informat ion and according to the explanations given to us, and based on the

representations made by the Directors and the M anagement, we cert ify that the Company has complied with the

condit ionsof Corporate Governance asstipulated in Clause 49 of the above-ment ioned List ing Agreement .

We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or

effect ivenesswith which the management hasconducted the affairsof the Company.

For KR& Co.

Chartered Accountants

Firm'sRegist ration No: 025217N

Place: New Delhi Rakesh Jain

Date: 10/ 04/ 2015 (Partner)

M embership No. 086501

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BOARD'S REPORT

TOTHEM EM BERSOFINTEGRATEDCAPITALSERVICESLIM ITED

The Directors takes pleasure in presenting the Twenty Second (22nd) Annual Report together with the audited financial

statementsof your Company for the year ended M arch 31, 2015.

The financial performance of your Company for the year ended M arch 31, 2015 issummarized below:

1. FINANCIALRESULTS:

2. RESULTSOFOPERATIONS:

3. DIVIDEND:

4. SHARECAPITAL:

During the financial year under review, your Company rendered advisory and consult ing services in areas of,

amongst others, mergers, acquisit ionsand reconst ruct ion of businesses.

The Turnover for the year was Rs. 208.83Lacs against Rs. 142.50 Lacs in the previous year. During the year, your

Company set out to consolidate its act ivit ies and cont inues its efforts to increase its presence in its areas of

operations.

The Board of Directors hasdecided not to declare dividend, with a view to maintain and increase the reservesof your

Company.

The paid up Equity Share Capital as at M arch 31, 2015 was Rs. 361.50 lacs. During the year under review, your

Company did not issued any further.

Equity Sharesof the Company are listed on Stock Exchange.

The paid up capital of your company also comprises 3,70,000 7% Cumulat ive, Non Convert ible and Redeemable

Preference Sharesof Rs. 100.00 each at par.

During the year under review, your Company redeemed 1,05,000 7% Cumulat ive, Non Convert ible and Redeemable

Preference Shares of Rs. 100.00 each, at par, upon the holder of such shares exercising opt ions to put the same for

redemption.

Preference Sharesof the Company are not listed on any Stock Exchange.

Rs. Lacs

Standalone Consolidated

2014- 15 2013- 14 2014- 15 2013- 14

Income from Operat ion 208.82 142.50 229.64 184.50

Other Income 3.69 11.56 4.23 20.77

Expenditure before depreciat ion 119.63 98.9 130.02 119.67

Depreciat ion 5.72 3.24 13.17 7.51

Prior year adjustment 0.18 (0.58) 0.18 (0.58)

Profit before tax 85.77 51.27 88.82 77.45

Current Tax (30.72) (14.87) (32.18) (19.32)

Deferred Tax 1.47 30.88 2.60 29.98

Profit after tax 56.52 67.28 59.24 88.11

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5. PARTICULARSOFLOANS, GUARANTEESAND INVESTM ENTS:

6. LISTING OF EQUITY SHARES ON THE BOM BAY STOCK EXCHANGE:

7. M EM ERSHIPSOFTHECOM PANY:

(i) The Institute of Internal Auditors(IIA):

(ii) BTGGlobal Advisory:

8. M ANAGEM ENT'SDISCUSSION AND ANALYSISREPORT:

9. SUBSIDIARYCOM PANIES:

a) 100%Subsidiary Company – RAASe SolutionsPrivate Limited

b) 100%Subsidiary Company - Green Infra ProfilesPrivate Limited

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act ,

2013 are given in the Note no. 11 of the Standalone audited accounts.

Your Company has applied to the Bombay Stock

Exchange (BSE) for list ing of equity shares for t rading thereat . BSE has granted “ In Principle” approval for list ing of

your Company'sequity shareson BSEvide itsletter dated M arch 20, 2015.

Your Company is in process of compiling all information required to be furnished, as per the letter informing about

“ In Principle” approval, for list ing of itsequity sharesfor t rading.

During the year, your Company availed the membership of (i) The Institute of Internal Auditors (IIA) and (ii) BTG

Global Advisory Limited (a Company incorporated in England and Wales).

The IIA is the internal audit profession's global voice, recognized authority, acknowledged leader, chief

advocate, and principal educator. Generally, members of the Inst itute work in internal audit ing, r isk

management , governance, internal cont rol, informat ion technology audit , educat ion, and security.

BTG Global Advisory is a mult i-disciplinary organizat ion, offering a broad range of professional services

necessary to provide solutions to business problems. Its members include insolvency and rest ructuring

advisors; turnaround, workout and profit improvement consultants; forensic investigators and other lit igat ion

support professionals; and investment banking/ M &A transact ion advisorsamongst other specialists.

The Company and certain other overseasprofessional organizationsengaged in near like servicesare promot ing

a non-pract icing, International umbrella ent ity as a 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 opportunit ies. The Company has nominated one of

its Directors to be a director on the Board of Directors of the proposed company. The Company's guarantee will

be UKPound 1.

M anagement 'sDiscussion and Analysis Report for the year under review, as st ipulated under Clause 49 of the List ing

Agreement with the Stock Exchanges in India, is presented in a separate sect ion which forms part of the Annual

Report.

RAASe SolutionsPrivate Limited (RAAS) isengaged in the businessof providing financial account ing services, on

an out sourced basis, to clients within and outside India. RAAS has successfully developed processes for

systematic work flow to carry out 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 IFRS.

Green Infra ProfilesPvt . Ltd. isengaged in the businessof providingadvisory servicesfor management of assets.

Note: Salient featuresof Financial Statementsof Subsidiariesformspart of the Annual Report

(Financial information isbased on Unaudited Results).

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10. JOINTVENTURES:

a) KW PublishersPrivate Limited

b) Greenway AdvisorsPrivate Limited

c) Sun LinksLimited

11. FIXED DEPOSITS:

12. DIRECTORS:

12.1 Board Evaluation:

12.2 M eetings:

KW PublishersPrivate Limited isa joint venture wherein the Company hasequity investment of 40%.

KW Publishers Private Limited is engaged in publishing and dist ribution of books on various subjects including

International Polit ics.

Greenway AdvisorsPrivate Limited isa joint venture wherein the Company hasequity investment of 50%.

Greenway Advisors Private Limited is engaged in business of providing consult ing services in commercial

transactions.

Sun LinksLimited isa joint venture company set up in the U.K. through 50%equity part icipation.

Sun Links iscarryingon businessin providing consult ingservices in commercial t ransact ions.

Note: Salient features of Financial Statements of Joint Ventures forms part of the Annual Report (Financial

informat ion isbased on Unaudited Results).

Your Company hasnot accepted any fixed depositsduring the year.

M r. Brijinder Bhushan Deora (DIN: 00004942), Chairman & Director of the Company retires by rotat ion and being

eligible, offershimself for reappointment.

M r. Brijinder Bhushan Deora is also a member of the Stakeholders Relationship Committee and Remunerat ion

Committee and Chairman of Investment Committee.

Subject to approval of shareholders of the Company, M r. Rajiv Jaiswal (DIN: 02608317) is being re-appointed as

M anaging Director of the Company for a further period from M ay 01, 2015 to April 30, 2016. The requisite resolut ion

isbeing included in the notice of Annual General M eet ing for approval of the shareholdersof the Company.

M r. Rajiv Jaiswal isalso a member of the Risk M anagement Committee.

Pursuant to Clause 49 of the List ing Agreement and subject to approval of shareholders of the Company, M s. Alka

Jain (DIN: 03180218) was appointed as an Addit ional Independent Director in the Board M eet ing of the Company

held on M arch 17, 2015 to hold such off ice upto the ensuing Annual General M eet ing of the Company. The requisite

resolution is being included in the not ice of Annual General M eet ing for approval of the shareholders of the

Company.

M s. Alka Jain isalso appointed asa member of the Audit Committee and Investment Committee.

M r. Ambarish Chatterjee (DIN: 00653680), an Independent Director of the Company resigned from the Board of the

Company with effect from M arch 17, 2015 due to other professional commitments.

The Company has received declarations from all 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 List ing Agreement with the

Stock Exchanges.

Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the List ing Agreement , the Board of

Directors has carried out an annual performance evaluat ion of its own performance, the individual directors as

well as evaluation of working of its Audit Committee, Nominat ion & Remuneration Committee, Stakeholders

Relationship Commit tee, Risk M anagement Committee and Investment Committee.

A calendar of M eetings isprepared and circulated in advance to the Directors.

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During the year six (6) Board M eet ings and six (6) Audit Committee M eet ings were convened and held, the

details of which are given in the Corporate Governance Report which forms part of this Annual Report . The

interveninggap between the Board M eet ingswaswithin the period prescribed under the CompaniesAct , 2013.

Pursuant to Schedule IV of the CompaniesAct, 2013, the Independent Directorsof the Company held a meet ing

on M arch 17, 2015 for the financial year 2014-15. The said meet ing was not attended by the Non-Independent

Directorsof your Company.

The various Committees constituted amongst the members of the Board were re-constituted on M arch 17,

2015. The present composit ion of the variouscommittees isasunder:

The policy of Nomination and Remunerat ion Committee formsa part of the Board'sReport

Pursuant to the requirement of Clause 49 of the List ing Agreement , the Board of Directorshasconst ituted a Risk

M anagement Committee. The details of the Committee in terms of reference are set out in the Corporate

Governance Report . This framework seeksto create t ransparency and minimize adverse impact on the business

object ivesof your Company. The Risk M anagement Committee comprisesthe following persons:

M r. Brijinder Bhushan Deora Chairman

M r. Rajiv Jaiswal M ember

M r. Sandeep Chandra M ember

Pursuant to section 203 of the Companies Act , 2013, appointment of Key M anagerial Personnel (KM Ps) is a

mandatory requirement which is to be complied by every company belonging to such class or classes of the

companies as may be prescribed in the sect ion along with every listed companies as per the Companies Act , 2013.

Following are the whole – time key managerial personnel of your Company, who hold such offices as are mentioned

against their respective names:

M r. Rajiv Jaiswal

M r. Ravi M athur

M s. Shivani Arora

12.3 Separate M eetingsOf Independent Directors:

13. COM M ITTEES:

13.1 Re-constitution of Committees:

“Annexure A”

13.2 Constitution of Risk M anagement Committee:

Name of M ember Designation

14. KEYM ANAGERIALPERSON (KM PS):

1) M anagingDirector (M D) -

2) Chief Financial Officer (CFO) –

3) CompanySecretary (CS) –

S. No. Name of the Committee Chairman M embers

1. Audit Committee M r. Sandeep ChandraM r. Sajeve Deora

M s. Alka Jain

2.Stakeholders Relat ionship

Committee

M r. Suresh Chander Kapur M r. Brijinder Bhushan Deora


3.Nomination and

Remuneration Committee

M r. Suresh Chander Kapur M r. Brijinder Bhushan Deora


4. Investment Committee M r. Brijinder Bhushan DeoraM r. Sandeep Chandra

M s. Alka Jain

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15. DIRECTORS' RESPONSIBILITYSTATEM ENT:

16. RELATED PARTYTRANSACTIONS:

17. VIGILM ECHANISM / WHISTLEBLOWERPOLICY:

18. AUDITORS:

18.1 Statutory Auditors:

18.2 Internal Audit:

Pursuant to the requirement under sect ion 134 (3) (c) of the CompaniesAct, 2013, it ishereby confirmed that :

(i) In the preparation of annual accounts, the applicable accountingstandardshave been followed and there are no

material departuresfrom the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and

estimatesthat are reasonable and prudent so asto give a t rue and fair view of the state of affairsof the Company

asat M arch 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for

prevent ing and detect ing fraud and other irregularit ies; and

(iv) The Directorshave prepared the annual accountsof the Company on a 'going concern' basis.

During the year under review, M r. Pulkit Deora son of M r. Sajeve Deora, Promoter Director of the Company, had been

appointed asa Senior M anager. M r. Pulkit Deora did not draw any remunerat ion duringthe year under report .

All related party t ransact ions that were entered into during the financial year were in the ordinary course of

business. There are no materially signif icant related party t ransact ions which were t ransacted by the Company with

any of Promoters, Key M anagerial Personnel or other designated persons which may have potential conflict with the

interest of the Company at large.

All Related Party Transact ionsare placed before the Audit Committee asalso the Board for approval.

The Policy on Related party Transact ions, as approved by the Board, has been uploaded on the website of the

Company.

The Company has a Vigil M echanism/ Whist le Blower Policy to deal with fraud and mismanagement, if any. The

details of Vigil M echanism/ Whistle Blower Policy are explained in the Corporate Governance Report and have also

been posted on the website of the Company.

The Company's Auditors, M essrs KR & Co., Chartered Accountants, New Delhi ret ire at the ensuing Annual

General M eeting of the Company and have confirmed that they are eligible for re-appointment to the said

office. They have confirmed their eligibilit y under Section 141 of the Companies Act , 2013 and the Rulesframed

thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the List ing

Agreement , the auditors have also confirmed that they hold a valid cert ificate issued by the Peer Review Board

of the Institute of Chartered Accountantsof India.

Pursuant to provisions of Sect ion 138 of the Companies Act, 2013, the Company has appointed M r. Sukhbir

Singh Bhatia, Cost Accountant, as Internal Auditor of the Company. To maintain his object ivity and

independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems of the

Company, its compliance with accounting procedures and policies of the Company and its subsidiaries. Based

on the report of Internal Audit, the management undertakescorrect ive act ion and thereby strengthen cont rols.

Significant audit observations and correct ive actions thereon are discussed to the Audit Commit tee of the

Board.

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Pursuant to the provisions of Sect ion 204 of the Companies Act, 2013 and the Companies Appointment and

Remunerat ion of M anagerial Personnel) Rules, 2014, the Company hasappointed M s. Gunjan Singh (Certificate

of Pract ice No: 13960), Company Secretary in Pract ice to undertake the Secretarial Audit of the Company. The

Secretarial Audit Report isattached as .

Your Company iscommitted to maintain the highest standardsof Corporate Governance. The Directorsadhere to the

requirements set out by the Securit ies and Exchange Board of India's Corporate Governance pract ices and have

implemented all the prescribed st ipulations. The Report on the Corporate Governance asstipulated under Clause 49

of the List ing Agreement formspart of the Annual Report.

The requisite Cert if icate from the Auditors of the Company, confirming compliance with the condit ions of Corporate

Governance asst ipulated under the aforesaid Clause 49 of the List ing Agreement, formspart of thisAnnual Report.

The Consolidated Financial Statementsof the Company prepared in accordance with relevant Accounting Standards

(AS) issued by the Institute of Chartered Accountantsof India form part of thisAnnual Report.

Due to non-applicability of the provisionsrelating to conservation of energy and technical absorpt ion, no part iculars

are required to be disclosed in thisReport .

Foreign Exchange Earned 16.41

Foreign Exchange Used 1.23

The extract of the Annual Return in form M GT9 isattached as .

There is no employee who was employed throughout the year or for part of the year and whose particulars are

required to be given in terms of sect ion 134 of the Companies Act , 2013 read together with the Companies

(Part icular of Employees) Rules1975.

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the

shareholdersand clientsof the Company and look forward to their cont inued support .

18.3 Secretarial Audit:

“Annexure B”

19. CORPORATEGOVERNANCE:

20. CONSOLIDATED FINANCIALSTATEM ENTS:

21. ENERGYCONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO:

Foreign Exchange Earningsand Outgo: Rs., Lacs

22. EXTRACTOFANNUALRETURN:

“Annexure C”

23. PARTICULARSOFEM PLOYEES:

24. ACKNOWLEDGEM ENT:

For and on behalf of the Board of Directors

Place: New Delhi



DIN: 00004942

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ADDENDUM OF BOARD'S REPORT

NOM INATION AND REM UNERATION POLICY (ANNEXURE A)

ThisAddendum to the Report of the Board of Directorsof the company hasbeen made to notice certain material factswhich have occurred since the day of signingof the Board'sReport, i.e., April 10, 2015.1. DIRECTORS:

2. LISTINGOFEQUITYSHARESOFTHECOM PANYON BOM BAYSTOCKEXCHANGE:

3. DE-RECOGNITION AND EXIT OF STOCK EXCHANGES WHEREAT THE EQUITY SHARES OF THE COM PANY WERELISTED:

1. INTRODUCTION:“Board” “Company” “ICSL”

CONSTITUTION OFCOM M ITTEE:

3. OBJECTIVE:

Resignat ion of M anagingDirector:M r. Rajiv Jaiswal (DIN: 02608317),M anaging Director of the Company resigned from the Board of the Company witheffect from July 10, 2015 ashe desiresto pursue other professional opportunit ies.

Your Company has applied to the Bombay Stock Exchange (BSE) for list ing of equity shares for t rading thereat. BSEhasgranted “ In Principle” approval for list ingof itsequity shareson BSEvide its letter dated M arch 20, 2015.The Equity Shares of the Company are being listed and admitted to dealings on the Bombay Stock Exchange (BSE)with effect from M ay 25, 2015.

The Company's equity shares were listed on Delhi Exchange Ltd. Jaipur Stock Exchange Ltd. and M adras StockExchange. The Securit ies Exchange Board of India (SEBI) had withdrawn recognit ion of Delhi Stock Exchange Ltd. onNovember 19, 2014 and allowed Jaipur Stock Exchange Limited and M adras Stock Exchange Limited to exit asa StockExchange on M arch 23, 2015 and M ay 14, 2015 in termsof Clause 8 of the Exit Circular, 2012.The equity sharesof the Company are now listed for trading only on the Bombay Stock Exchange.

The Board of Directors (the ) of Integrated Capital Services Limited (the or ) has adoptedthe following policy and procedureswith regard to Nominat ion and Remuneration.In terms of the provisions of the Companies Act , 2013 and the List ing Agreement with the Stock Exchanges (asamended from time to time), this policy on nominat ion and remunerat ion of Directors, Key M anagerial Personnel(KM P) and Senior M anagement has been formulated by the Nomination and Remunerat ion Committee (“ NRC” ) andapproved by the Board of Directorsof the Company.

2.The Board of Directors of the Company (the Board) const ituted the Committee known as Nominat ion andRemunerat ion Committee consist ing of three or more non-executive directorsout of which not lessthan one half areindependent directors. The chairman of the Committee is an Independent Director. However, Chairperson of theBoard (executive or non executive) may be appointed asa member of the Nominat ion and Remunerat ion Committeebut shall not chair such Committee.

The Nomination and Remunerat ion Committee and this policy shall be compliance in with Section 178 of theCompaniesAct, 2013 read alongwith the applicable rulesthereto and Clause 49 of the List ing Agreement .The objective of this policy is to lay down a framework in relat ion to remuneration of directors, KM P, seniormanagement personnel and other employees. The key object ivesof the Committee would be:a) To guide the Board in relat ion to appointment and removal of directors, KM Pand senior management .b) Formulate the criter ia for determining qualifications, posit ive attributes, and independence of a director and

recommend the Board a Policy, relat ing to the remunerat ion for the directors, key managerial personnel andother employees.

c) Formulat ion of criteria for evaluat ion of Independent Directorsand the Board.

d) To evaluate the performance of the membersof the Board and provide necessary report to the Board.

e) To recommend to the Board remuneration payable to the directors, key managerial personnel and senior

management.

For and on behalf of the Board of DirectorsPlace: New DelhiDate: 10/ 07/ 2015 Brijinder Bhushan Deora

(Chairman & Director)DIN: 00004942

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f) To retain, motivate and promote talent of directors, managerial personnel required to run the Companysuccessfully.

g) To assist the Board in fulfilling responsibilit ies.h) To implement and monitor policiesand processesregarding principlesof corporate governance.

a) Directors(Executive and Non-Execut ive)b) Key M anagerial Personnel (KM P)c) Senior M anagement

“ ” meansthe CompaniesAct, 2013 and Rulesframed there under, asamended from time to time.“ ” meansBoard of Directorsof the Company.“ ” meansDirectorsof the Company.“ ” meansa) M anaging Director, or Chief Executive Officer or M anager and in their absence, a Whole Time Director;b) Chief Financial Officer;c) Company Secretary; andd) such other off icer asmay be prescribed.

“ ” means the personnel of the Company who are members of its core management teamexcludingBoard of Directorscomprisingall membersof management one level below the executive directors.Unless the context otherwise requires, words and expressions used in this policy and not defined herein butdefined under the CompaniesAct, 2013 asmay be amended from time to t ime.

I. APPOINTM ENTCRITERIAAND QUALIFICATION:a) The Committee shall ident ify and ascertain the integrity, qualificat ion, expert ise and experience of the person

for appointment as Director or Key M anagerial Personnel or Senior M anagement and recommend to the Boardfor his/ her appointment .

b) A person should possessadequate qualif icat ion, expert ise and experience for the posit ion he/ she isconsideredfor appointment. The Committee has discretion to decide whether qualif icat ion, expert ise and experiencepossessed by a person issuff icient / sat isfactory for the concerned posit ion.

c) The Company shall not appoint or cont inue the employment of any director as Whole Time Director who hasattained the age of seventy years. Provided that the term of a person holding such office may be extendedbeyond the age of 70 years with the approval of the shareholders by passing a special resolut ion. Theexplanatory statement to be annexed to the not ice for passing of such special resolution should indicate thejustificat ion for extension of appointment of such person beyond seventy years.

II. TERM / TENURE:a) M anaging Director / Whole Time Director:

The Company shall appoint or re-appoint any person as its M anaging Director / Whole Time Director for a termnot exceedingfive yearsat a t ime.

b) Independent Director:An Independent Director may hold office upto maximum period of five consecut ive years on the Board of theCompany and will be eligible for re-appointment on passing of a special resolution by the Company anddisclosure of such appointment in the Board'sReport .No Independent Director shall hold off ice for more than two consecutive terms of upto maximum 5 years each,but such Independent Director shall be eligible for appointment after expiry of three yearsof ceasing to becomean Independent Director. Provided that an Independent Director shall not , during the said period of three years,be appointed in or be associated with the Company in any other capacity, either directly or indirect ly.At the t ime of appointment of Independent Director it should be ensured that number of Boards on which suchIndependent Director servesisrestricted to seven listed companies asan Independent Director and three listedcompanies as an Independent Director in case such person is serving as a Whole-Time Director of a listedcompany or such other number asmay be prescribed in the Act .

III. EVALUATION

The Committee shall carry out evaluation of performance of every director, key managerial personnel and senior

management at annual intervals.

4. APPLICABILITY:

5. DEFINITIONS:ActBoardDirectorsKey M anagerial Personnel

Senior M anagement

6. POLICY FOR APPOINTM ENT AND REM OVAL OF DIRECTOR, KEY M ANAGEM ENT PERSONNEL AND SENIORM ANAGEM ENT:

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IV. REM OVAL:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act , rules or regulations

there under, the Committee may recommend, to the Board with reasons recorded in writ ing , removal of a Director,

Key M anagerial Personnel and/ or Senior M anagement Personnel subject to the provisions of the Act, rules and

regulationsof the said Act .

V. RETIREM ENT:

The Director, Key M anagerial Personnel and Senior M anagement Personnel shall ret ire as per the applicable

provisionsof the Act. The Board may have the discretion to retain a Director, Key M anagerial Personnel and/ or Senior

M anagement Personnel in the same posit ion / remuneration or otherwise, even after attaining the ret irement age,

for the benefit of the Company.

The Remuneration/ Compensat ion/ Commission etc. to be paid to Director / M anaging Director etc. shall be

governed as per the provisions of the Companies Act , 2013 and the rules made there under or any other

enactment for the time being in force.

The Non-Executive Independent Director may receive sitt ing fees subject to ceiling / limits as provided under

the CompaniesAct , 2013 and rulesmade there under of any other enactment for the t ime being in force.

a) Ensure that there is appropriate induction/ policy in place for new Directors and members for senior

management and reviewing itseffectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of

appointment in accordance with the guidelinesprovided under the Act;

c) Ident ifying and determining the Directorswho are to ret ire by rotation.

d) Determining the appropriate size, diversity and composit ion of the Board;

e) Evaluating the performance of the Board M embers and Senior M anagement in the context of the

Company'sperformance from compliance and businessperspect ive;

f) M aking recommendat ionsto the Board concerning any mattersrelat ing to the cont inuat ion in office of any

Director at any t ime including the termination or suspension of service of an Execut ive Director as

employee of the Company subject to the provision of the law.

g) Recommend any necessary changesto the Board.

h) Consideringany other matters, asmay be requested by the Board.

The dutiesof the Committee in relat ion to remunerat ion matters include:-

a) Considering and determining the Remunerat ion Policy, based on the performance and also bearing in

mind that the remunerat ion is reasonable and sufficient to att ract , retain and mot ivate members of the

Board and such other factorsasthe Commit tee shall deem appropriate.

b) Approving the remunerat ion of the Senior M anagement including key managerial personnel of the

Company, and maintain a balance between objectivesappropriate to the working of the Company.

c) Delegating any of itspowersto one or more of itsmembersor the Secretary of the Committee.

d) Consideringany other mattersasmay be requested by the Board.

a) The Committee or the Board may review the Policy asand when it deemsnecessary.

b) The Committee may issue the guidelines, procedures, formats, report ing mechanism and manual in

supplement and better implementat ionsto thisPolicy, if it thinksnecessary.

c) This Policy may be amended or substituted by the Committee or by the Board as and when required where

there isany statutory change necessitat ingchange in the policy.

7. POLICY FOR REM UNERATION TO DIRECTORS, KEY M ANAGERIAL PERSONNEL AND SENIOR M ANAGEM ENTPERSONNEL:

C. ROLESAND RESPONSIBILITIESIN RELATION TO NOM INATION M ATTERS:

D. IN RELATION TO REM UNERATION M ATTERS:

8. REVIEW AND AM ENDEM ENT

A. REM UNERATION TO M ANAGING/ WHOLE-TIM E/ EXECUTIVE/ M ANAGINGDIRECTOR, KEYM ANAGERIALPERSONNELAND SENIORM ANAGEM ENTPERSONNEL:

B. REM UNERATION TO INDEPENDENTDIRECTORS:

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SECRETARIAL AUDIT REPORT (ANNEXURE B)FORTHE FINANCIAL YEAR ENDED 31ST M ARCH, 2015

[Pursuant to sect ion 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remunerat ion Personnel) Rules, 2014]

To,

The M embers,

606, New Delhi House

Barakhamba Road

New Delhi- 110001

We were appointed by the Board of Directors of (hereinafter called the Company) to

conduct the Secretarial Audit on a voluntary basis for the financial year of the Company ended 31st M arch, 2015.

We have conducted the Secretarial Audit in respect of compliance with applicable statutory provisionsand the adherence

to good corporate pract ices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable

basis for evaluat ing the corporate conducts/ statutory compliancesand expressingour opinion thereon.

The Company's M anagement is responsible for preparat ion and maintenance of secretarial records and for devising

proper systemsto ensure compliance with the provisionsof applicable lawsand regulat ions.

Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company

with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Company's management is adequate and appropriate

for usto provide a basis for our opinion.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the

Company for the financial year ended on 31st M arch, 2015 according to the provisionsof:

(I) The CompaniesAct, 2013 (the Act) and the rulesmade thereunder;

(ii) The Securit iesContracts(Regulat ion) Act, 1956 ('SCRA') and the rulesmade thereunder;

(iii) The DepositoriesAct , 1996 and the Regulationsand Bye-lawsframed thereunder;

(iv) Foreign Exchange M anagement Act , 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment , OverseasDirect Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securit ies and Exchange Board of India Act , 1992

('SEBI Act'):-

(a) The Securit iesand Exchange Board of India (Substant ial Acquisit ion of Sharesand Takeovers) Regulat ions, 2011;

(b) The Securit iesand Exchange Board of India (Prohibit ion of Insider Trading) Regulations, 1992;

(c) The Securit iesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securit ies and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulat ions, 1993

regarding the CompaniesAct and dealing with client ;

(e) The Securit ies and Exchange Board of India (Issue and Listing of Debt Securit ies) Regulat ions, 2008-

(f) The Securit iesand Exchange Board of India (Registrars to an Issue and Share Transfer Agents), Regulations, 1993

regarding the CompaniesAct and dealing with client -

(g) Securit iesand Exchange Board of India (Delist ing of Equity Shares) Regulat ions, 2009-

(h) Securit iesand Exchange Board of India (Buy Back of Securit ies) Regulat ions, 1998-

We have also examined compliance with the applicable clausesof the following:

(i) Secretarial Standards issued by The Institute of Company Secretariesof India.

(ii) The List ing Agreements entered into by the Company with Jaipur Stock Exchange Limited, M adras Stock

Exchange Limited, Ahmedabad Stock Exchange Limited and Delhi Stock Exchange Limited.



M anagement'sResponsibility for Secretarial Compliances

Auditor'sResponsibility

Opinion

NotApplicable

Not ApplicableNot Applicable

Not Applicable

28

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Note:


Based on information received and recordsmaintained, we further report that:

We further report that



For GS& Associates

The Company's equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies


allowed Jaipur Stock Exchange Limited to exit as a Stock Exchange on M arch 23, 2015 in terms of Clause 8 of the Exit

Circular, 2012.

The other two exchanges whereat the equity shares are listed, M adras Stock Exchange Ltd. and Ahmadabad Stock

Exchange Ltd. are in the processof gett ing exit order.

Based on our verif icat ion of the books, papers, minute books, forms and returns filed

and other records maintained by the company and also the informat ion provided by the Company, its officers, agents and

authorized representat ivesduring the conduct of secretarial audit.

We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st

M arch 2015, complied with the statutory provisions listed hereunder and also that the Company has proper board-

processes and compliance-mechanism in place to the extent , in the manner and subject to the report ing made

hereinafter:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulat ions, Guidelines,

Standards, etc. ment ioned above subject to the following observat ions:

1. The Board of Directorsof the Company isduly const ituted with proper balance of Execut ive Directors, Non-Execut ive

Directors and Independent Directors. The changes in the composit ion of the Board of Directors that took place

during the period under review were carried out in compliance with the provisionsof the Act.

2. Adequate notice is given to all directors to schedule the Board M eetings, agenda and detailed notes on agenda were

sent at least seven days in advance, and a system exists for seeking and obtaining further informat ion and

clar if icat ionson the agenda itemsbefore the meetingand for meaningful part icipat ion at the meet ing.

3. The Company hasproper Board processes.

there are adequate systems and processes in the company commensurate with the size and

operat ions of the company to monitor and ensure compliance with applicable laws, rules, regulat ions and

guidelines.

during the audit period there was Redemption of Preference Shares (not listed on Stock

Exchanges).

during the audit period there were no instancesof

(i) Public / Right/ Preferent ial issue of shares/ Debentures/ Sweat Equity, etc.

(ii) M ajor decisionstaken by the members in pursuance to section 180 of the CompaniesAct, 2013.

(iii) M erger/Amalgamation/ reconst ruction, etc.

(iv) Foreign technical collaborat ions

Gunjan Singh

Place: Noida

Date: 07/ 04/ 2015

ACSNo: A 23688

CPNo: 13960

29

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Sl. No. Name and Descript ion of

main products/ Services

NIC Code of t he

Product / Services*

% to total

turnover of t he

Company#

1 Consultancy Services 702 – Management

Consultancy Services

98.26

EXTRACT OF ANNUAL RETURN (“ANNEXURE C”)

I. REGISTRATION AND OTHERDETAILS

II. PRINCIPALBUSSINESSACTIVITIESOFTHECOM PANY

As on the financial year ended on 31st M arch 2015

[Pursuant to Sect ion 92 (3) of the Companies Act , 2013 and rule 12(1) of the Companies (M anagement and

Administ ration) Rules, 2014]

1 CIN L74899DL1993PLC051981

2 Regist ration Date 03/ 02/ 1993

3 Name of the Company INTEGRATEDCAPITALSERVICESLIM ITED

4 Category of the Company / Indian/ Limited By shares/

Sub Category of the Company Non-Government company

5 Addressof the Registered off ice 606, New Delhi House,

and contact details Barakhamba Road, New Delhi 110001

Contact : 011-43572784

6 Whether listed company Yes

7 Name, Addressand contact detailsof Link Int ime India Pvt. Ltd.

Regist rar and Transfer Agent , if any 44 Community Center, 2nd Floor,

Naraina Industrial Area

Phase 1 PVRNaraina

New Delhi 110028

Ph. No. 41410592 to 94

Fax- 41410951

Email- [email protected]

All the businessactivit iescontribut ing 10%or more of the total turnover of the Company shall be stated:-

* Asper Nat ional Indust rial Classificat ion – M inistry of Stat ist icsand Programme Implementation

# On the basisof GrossTurnover.

III. PARTICULARSOFHOLDING, SUBSIDIARYAND ASSOCIATE/ JOINTVENTURECOM PANIES

S. no. Name and Address of the Company Corporate Identi ficat ion

Number (CIN)/GLN

Holding/ Subsidiary/ Associates % of shares held Applicable Section

1. Deora Associates Private Limited U74899DL1989PTC038545 Holding 69.27 2(46) of the companies act 2013

2. Raas E Solutions Private Limited U74899DL1990PTC042243 Subsidiary 100.00 2(87) of t he companies act 2013

3. Green Infra Prof iles Private Limit ed U74999DL2009PTC191762 Subsidiary 100.00 2(87) of t he companies act 2013

4. KW Publishers Private Limited U22222DL2007PTC162185 Joint Venture 40.00 2(6) of t he companies act 2013

5. Greenway Advisors Private Limited U74140DL2010PTC208955 Joint Venture 50.00 2(6) of the companies act 2013

6. Sun Links Limited (a company

incorporated in England and Wales)

N.A. Joint Venture 50.00 N.A.

30

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I. SHAREHOLDINGPATTERN (Equity Share capital Breakup aspercentage of Total Equity)i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginn ing of the year No. of Shares held at the end of t he year %

Change

dur ing

the

year

Dem at Physical Total % of

Total

Shares

Dem at Physical Total % of

Total

Shares

A. Promoters(1) Indiana) Individual/ HUF

b) Cent ral Govt

c) Stat e Govt (s)

d) Bodies

Corporate

e) Banks/ FI

f) Any Ot hers…

Sub-¢total

(A) (1):-

(2) `Foreigna) NRIs-

Individuals

b) Other-

Individuals

c) Bodies

Corporate

d) Banks/ FIs

e) Any Ot her…

Sub-%total(A) (2):-ª

Total Shareholding ofPromoter(A) =(A)(1) + (A)(2)

6,00,000

0

0

25,041,000

0

0

25,641,000

0

0

0

0

0

0

25,641,000

0

0

0

0

0

0

0

0

0

0

0

0

0

0

6,00,000

0

0

2,5041,000

0

0

25,641,000

0

0

0

0

0

0

25,641,000

1.66

0

0

69.27

0.00

0.00

70.93

0

0

0

0

0

0

70.93

6,00,000

0

0

25,041,000

0

0

25,641 ,000

0

0

0

0

0

0

25,641 ,000

0

0

0

0

0

0

0

0

0

0

0

0

0

0

6,00,000

0

0

25,041,000

0

0

25,641,000

0

0

0

0

0

0

25,641,000

1.66

0.00

0.00

69.27

0.00

0.00

70.93

0.00

0.00

0.00

0.00

0.00

0.00

70.93

0

0

0

0

0

0

0.00

0

0

0

0

0

0.00

0.00

B. Public Shareholding1. Institut ionsa) M ut ual Funds

b) Banks/ FIs

c) Cent ral Govt .

d) Stat e Govt (s)

e) Venture Capital

Funds

f) Insurance

Companies

g) FIIs

h) Foreign

Venture Capital

Funds

i) Others (Specify)

Sub-°total(B)(1):-º

2. Non-ÅInstitut ions

a) Bodies Corp.

(i) Ind ian

(ii) Overseas

b) Individuals

i) Individual

Shareholding

nom inal share

0

0

0

0

0

0

0

0

0

0

511,000

0

12,22,600

0

0

0

0

0

0

0

0

0

0

9,000

0

3,370,000

0

0

0

0

0

0

0

0

0

0

520,000

0

4,592,600

0

0

0

0

0

0

0

0

0

0

1.44

0

12.70

0

0

0

0

0

0

0

0

0

0

511,000

0

1,222,600

0

0

0

0

0

0

0

0

0

0

9,000

0

3,370,000

0

0

0

0

0

0

0

0

0

0

520,000

0

4,592,60

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

1.44

0.00

12.70

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

31

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capital upto Rs.

1 lakh

ii) Individual

Shareholders

holding

nominal share

capital in excess

of Rs. 1 lakh

c) Others (Specify)

(c- i) Trusts

(c-¹ii)

Directors/ Relat ives

(c-+iii) Non Resident

Indian

(c-:iv) HUF

(c-¬v) Clearing M embers

(c- vi)Overseas

Corporate Bodies

Sub-êtotal

(B)(2):-\

Total Public

Shareholding

(B) = (B)(1) + (B)(2)

5,291,400

0

0

0

0

105,000

0

0

7,130,000

7,130,000

0

0

0

0

0

0

0

0

3,379,000

3,379,000

5,291,400

0

0

0

0

105,000

0

0

10,509,000

10,509,000

14.64

0

0.00

0.00

0

0.29

0.00

0.00

29.07

29.07

5,291,400

0

0

0

0

10,5000

0

7,130,000

7,130,000

0

0

0

0

0

0

0

0

337,9000

3,379,000

5,291,400

0

0

0

0

105,000

0

0

10,509,000

10,509,000

14.64

0

0.00

0.00

0.00

0.29

0.00

0.00

29.07

29.07

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

C. Share held by

Custodian for GDRS &

ADRS

0 0 0 0 0 0 0 0 0.00

Grand Total

(A+ B+ C)

32,771,000 3,379,000 3,6150,000 100 32,771,000 3,379,000 36,150,000 100 0.00

SI

No.

Shareholder ’s Name Shareholding at the beginning

of the year

Share holding at the end of the

year

No. of

Shares

% of

total

Shares

of the

Compan

y

% of

Shares

Pledge

d/

encum

bered

to

total

shares

No. of

Shares

% of

total

Shares

of the

Comp

any

% of

Shares

Pledged/

encumber

ed to

total

Shares

% change

in

shareholdin

g during

the year

1 Deora Associates

Private Limited

25041000 69.27 -¡ 25041000 69.27 -¡ 0.00

2 Sajeve Deora HUF 600000 1.66 -Ç 600000 1.66 -Ç 0.00

Total 25641000 70.93 -p 25641000 70.93 -p 0.00

32

ii) Shareholding of Promoters

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SINo.

Name ofShareholder

Shareholding at the beginning ofthe year

Cumulative Shareholdingduring the year

1 Ruchi M alhotra No. of Shares % of total

shares of the

Company

No. of shares % of total shares

of the Company

At the beginning of

the year

2372,000 6.56 0 0.00

Date wise Increase

/ Decrease in Share

holding during the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equit y etc):

0 0.00 0 0.00

At the End of the

year (or on the date

of separat ion, if

separated during

the year)

0 0.00 237,2000 6.56

SINo.

Shareholding at the beginning of the

year

Cumulat ive Shareholding during

the year

No. of Shares % of total shares

of the Company

No. of shares % of total

shares of the

Company

At the beginning

of the year

No Change No Change No Change No Change

Date wise

Increase/

Decrease in

Promoters

Shareholding

during the year

specifying the

reasons for

increase/

decrease (e. g.

Allotment /

Transfer /

Bonus/ sweat

equity et c):


At the End of the

year


33

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders

of GDRs and ADRs):

way orward


2 Heera Lal Bhasin No. of Shares % of totalshares of theCom pany

N o. of shares % of total sharesof the Com pany

At the beginning o f

t he year

950,000 2.63 0 0.00

Dat e w ise Incr ease

/ Decrease in Share

hold ing dur ing the

year specif ying the

reasons for

increase/ decrease

(e. g.

Allo t m ent /

t ransfer / bonus/

sw eat equ it y etc):

0 0.00 0 0.00

At the End of the

year (o r on the date

o f separat ion , if

separat ed dur ing

t he year)

0 0.00 9,50,000 2.63

3 M ot i Lal Bhasin No. of Shares % of totalshares of t heCom pany



t he year

850,000 2.35 0 0.00


/ Decrease in Share



reasons for

increase/ decrease

(e. g.

Allo t m ent /

t ransfer / bonus/

sw eat equ it y etc):

0 0.00 0 0.00

At the End of the

year (o r on the date

o f separat ion , if

separat ed dur ing

t he year)

0 0.00 850,000 2.35

4 Indo Invest VisionLim ited

No. of Shares % of totalshares of t heCom pany



t he year

482,000 1.33 0 0.00


/ Decrease in Share


0 0.00 0 0.00


reasons for

34

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increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equit y etc):

At the End of the


of separat ion, if

separated dur ing

the year)

0 0.00 482,000 1.33

5 Sukhbir SinghBhatia

No. of Shares % of totalshares of theCompany

No. of shares % of total sharesof the Company

At the beginning of

the year

324,700 0.90 0 0.00

Date wise Increase

/ Decrease in Share

holding dur ing the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equit y etc):

0 0.00 0 0.00

At the End of the


of separat ion, if

separated dur ing

the year)

0 0.00 324,700 0.90

6. Nutan Nakra No. of Shares % of totalshares of theCompany


At the beginning of

the year

200,000 0.55 0 0.00

Date wise Increase

/ Decrease in Share

holding dur ing the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equit y etc):

0 0.00 0 0.00

35

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At t he End of t he

year (or on t he date

of separat ion, if

separated during

the year)

0 0.00 200,000 0.55

7 Chaitanya Jain No. of Shares % of totalshares of theCompany


At the beginning of

the year

164,700 0.46 0 0.00

Date w ise Increase

/ Decrease in Share

holding during the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equity etc):

0 0.00 0 0.00

At t he End of t he

year (or on t he date

of separat ion, if

separated during

the year)

0 0.00 164,700 0.46

8 Rupa Chatterjee No. of Shares % of totalshares of theCompany


At the beginning of

the year

160,000 0.44 0 0.00

Date w ise Increase

/ Decrease in Share

holding dur ing the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sw eat equit y etc):

0 0.00 0 0.00

At the End of the


of separat ion, if

separated during

the year)

0 0.00 160,000 0.44

36

way orward


9 Rajendra Singh No. of Shares % of total

shares of the

Company


of the Company

At the beginning of

the year

160,000 0.44 0 0.00

Date wise Increase

/ Decrease in Share

holding during the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equity etc):

0 0.00 0 0.00

At the End of the


of separat ion, if

separated during

the year)

0 0.00 160,000 0.44

10 Rasiklal Velsibhai

Dyani

No. of Shares % of total

shares of theCompany


of the Company

At the beginning of

the year

110,000 0.30 0 0.00

Date wise Increase

/ Decrease in Share

holding during the

year specifying the

reasons for

increase/ decrease

(e. g.

Allotment /

t ransfer / bonus/

sweat equity etc):

0 0.00 0 0.00

At the End of the


of separat ion, if

separated during

the year)

0 0.00 110,000 0.30

37

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SI

No.

Name of Director Shareholding at the beginning of the

year

Cumulat ive Shareholding

dur ing the year


of the Com pany

No. of shares % of total

shares of the

Company

At the beginning

of the year

NIL NIL NIL NIL

Date w ise Increase

/

Decrease in Share

holding during the

year specifying the

reasons for

increase /

decrease (e. g.

Allot ment /

Transfer / bonus /

sw eat equit y etc):

NIL NIL NIL NIL

At the End of the

year

NIL NIL NIL NIL

Se cu red

Loans

exclud ing

d eposit s

Unsecure

d Loan s

Deposit s To t al Ind ebt edn ess

Ind ebt edn ess at the begin ningof the financial year

i ) Pr incipal Am o unt

i i) In t ere st du e b u t no t

paid

i ii ) In t ere st accr ued bu t

no t du e

0

0

0

0

0

0

0

0

0

0

0

0

To tal ( i + ii + iii) 0 0 0 0

Change in Indeb ted ness d uringth e financial year

• Addit ion

• Re duct ion

00

00

00

N et Chan ge

Ind ebt edn ess at the end o f th e

fin anciali ) Pr incipal Am o unt

i i) In t ere st du e b u t no t

paid

i ii ) In t ere st accr ued bu t

no t du e

0

0

0

0

0

0

0

0

0

0

0

0

To tal ( I +ii + iii) 0 0 0 0

38

v) Shareholding of Directors and Key M anagerial Personnel: NIL

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/ accrued but not due for payment

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VI. REM U N ERATIO N OF D IRECTO RS AN D KEY M AN AGERIAL PERSON N EL

A. Rem unerat ion to M anagin g D irector, W hole – t im e Direct ors and/ or M an ager:

SL.

No.

Part icu lars o f Rem u nerat io n N am e o f M D/ W TD/ M anager To t al Am o un t

1. Gro ss salar y

(a) Salary as p er p ro vision s

con t ain ed in sect ion 17 (1) o f

t h e In co m e –t ax Act , 1961

(b ) Value o f p er q u isi t es u / s 17 (2)

o f t h e In co m e-Jt ax Act , 1961

(c) Pro f i t s in l ieu o f salar y u nd er

sect ion 17(3) Inco m e-Yt ax Act ,

1961

N il

N il

N il

N il

N il

N il

N il

N il

N il

N il

N il

N il

N il

N il

N il

2 . St o ck Op t ion

N il N il N il N il N il

3 . Sw eat Equ it y


4 . Co m m ission

-Uas % o f p rof it

Ot h ers sp ecif y…

Nil N il N il N il N il

Ot h ers, p lease specify


To t al(A) 0 0 0 0 0

Ceil in g as p er t h e Act NA N A NA N A N A

B. Rem unerat ion to the Directors:

S.

No .

Par t icu lars o f Rem u nerat ion Nam e o f Directo rs % o f

At t end ance

1. In depen dent Directo rs M r. Suresh Chander Kapur 100%

• Fee fo r at t en ding Bo ard

M eet ings du ring t he year Rs. 60,000/ -·



M eet ings and Aud it

Com m it t ee M eet ings du ring

t he year

Rs. 85,000/ -€

M r. Am barish Chat terjee 100%




t he year

Rs. 85,000/ -Þ

M s. Alka Jain




t he year

Rs. 10,000/ -— 100%

Tota l 1 ) Rs. 2 ,40 ,000 / -•

39

way orward


2. Other Non Execut ive Directors

• Fee for attending board

Committee meet ings

• Commission

• Others, please specify

0

0

0

0

0

0

0

0

0

0

0

0

• Fee for attending board

Committee meet ings

• Commission

• Others, please specify

0

0

0

0

0

0

0

0

0

0

0

0

Total (2) 0 0 0 0

Total (B)= (1+2) Rs. 2,40,000/ -‹

Total M anagerial Remunerat ion 0 0 0 0

Overall Ceiling as per the Act 0 0 0 0

C. REM UNERATION TO KEY M ANAGERIAL PERSONNEL OTHER THAN M D/ M ANAGER/ W TD:

Sl. No. Part iculars of

Remunerat ion

Key M anagerial Personnel

CEO/ M anaging

Director

Shivani

Arora(Company

Secretary)

Ravi M athur

(CFO)

Total

1

Gross salary

(a) Salary as per

provisions

contained in

section 17(1) of

the Income –tax

Act , 1961

(b) Value of

perquisites

u/ s17(2)

Income -âtax Act ,

1961

(c) Profits in lieu of

salary under

0

0

Rs. 405,833/ - Rs. 372,658/ - Rs. 778,491/ -

sect ion 17(3)

Income – tax Act ,

1961 0

2. Stock Option 0 0 0

3. Sweat Equity 0 0 0

4. Commission

- As % of profit

- Others, specify…

0 0 0

5 Total 0 Rs. 405,833/ -z Rs. 372,658/ -z Rs. 778,491/

0

0

0

-z

40

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VII. PENALTIES/ PUNISHM ENT/ COM POUNDING OF OFFENCES:

Type Sect ion of

The

Companies

Act

Brief

Descript ion

Details of

Penalty/

Punishment/

compounding

fees imposed

Authority [

RD/ NCLT/

COURT]

Appeal

made, if

any ( give

Details)

COM PANY, DIRECTORS AND OTHER OFFICERS IN DEFAULT

Penalty None None None None None

Punishment None None None None None

Compounding None None None None None

For and on behalf of the Board of Directors

Place: New Delhi Brijinder Bhushan Deora

Date: 10/ 04/ 2015 (Chairman & Director)

DIN: 00004942

41

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M anagement Discussion and Analysis Report

M arket overview

Opportunitiesand threats

Segment-wise or product-wise performance

Internal control systemsand their adequacy

Accountsof the Company

Newer processes and materials, electronic form of business and geo-polit ical events have caused volat ility in commodity

prices, consequently reset in their values. 'Technology The Deflator' has had its effectsand is redefining the value chain in

product ion and servicesover the global marketplace.

The business restructuring when coupled with debt restructuring in a prominent measure is the safety net of conscious

managements. The market rates of interest in India have been ruling at a significant high compared to rates in compet it ive

markets, which calls innovative financing to form part of debt restructuring.

M anagementswith part icipat ive role have to redefine their engagementsand a greater role for controllers.

Consolidat ion amongst large sized enterprises is the new opportunity to avail economies and augurs well for compet it ive

condit ions in a businessaccret ive environment .

Use of financial instruments of hedging and developing bond market coupled with technological upgradat ion will shield

the businesses from operat ional stress. The near term est imates and foresight in benchmarking, tested for volat ility for

factorsotherwise considered stable, will provide the edge to survive.

Discovery of business relat ionships and development of deeper market intelligence can pave the path to sustainability,

and therefore, the emergence of scalable solut ions.

Governmentsand Central Banksglobally are working to balance interest ratesand inflat ion, and have limited abilit y to use

exchange ratesfor the purposes.

The new age emerging environment in the field of rest ructuring and turnaround tests the abilit y of advisors and

consultants to provide and implement globally relevant solut ions, which in most cases require cross-border reach. The

solutions have to be based on sound fundamentals and backed by knowledge of applicable laws and practices over

relevant jurisdict ions, which leadsthe need for teamswith global reach.The solut ionshave to be evolved in a t ime crushed

to achieve the targetsand deliver results to meet the dynamic variablesat hand.

The expected changes in the regime for rest ructuring and turnaround, with greater emphasis on recovery from the

credible acquirer of assets and abilit y of the creditors to change cont rol of debtor, will make the voices against Debtor In

Possession louder.

Turnaround management and Interim management isthe likely face of successful consult ing.

Digital platformsand networking frameworkshave to be accessed with maturity.

Risk M anagement practices will have to discharge a business support ive role, with focus remaining on containing risks of

counter party.

The Company operates in a single segment of Business Advisory and Consult ing Services, and therefore, there are no

separate segment wise detailsto be provided.

The Company hasadequate internal control systemscommensurate with the size and nature of itsoperations.

The Company hasprepared itsannual accountsfor the year ended M arch 31, 2015 in accordance with Indian GAAP.

Standalone Accounts of the Company for the year ended M arch 31, 2015 are available on the website of the Company,

www.raas.co.in

42

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INDEPENDENT AUDITORS' REPORT

TOTHEM EM BERSOFINTEGRATEDCAPITALSERVICESLIM ITED

1) Report on the Standalone Financial Statements

2) M anagement'sResponsibility for the Standalone Financial Statements.

3) Auditor'sResponsibility

4) Opinion

We have audited the accompanying standalone financial statements of Integrated Capital Services Limited(“ The

Company” ), which comprise the Balance Sheet as at M arch 31, 2015, the Statement of Profit and Loss, the Cash Flow

Statement for the year then ended, and a summary of the significant accounting policies and other explanatory

informat ion.

The Company'sBoard of Directors is responsible for the matters stated in Sect ion 134 (5) of the CompaniesAct , 2013

(“ the Act ” ) with respect to the preparat ion of these standalone financial statements that give a true and fair view of

the financial posit ion, financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Account ing Standards specif ied under Sect ion 133 of the Act ,

read with Rule 7 of the Companies(Accounts) Rules, 2014. Thisresponsibilit y also includesmaintenance of adequate

account ing records in accordance with the provisions of the Act for safeguarding the assets of the Company and for

prevent ing and detect ing frauds and other irregularit ies; selection and applicat ion of appropriate accounting

policies; making judgments and est imates that are reasonable and prudent ; and design, implementation and

maintenance of adequate internal financial controls, that were operat ing effect ively for ensuring the accuracy and

completeness of the account ing records, relevant to the preparation and presentation of the financial statements

that give a t rue and fair view and free from material misstatement , whether due to fraud or error.

Our responsibility is to expressan opinion on these financial statementsbased on our audit.

We have taken into account the provisions of the Act, the accounting and audit ing standards and matters which are

required to be included in the audit report under the provisionsof the Act and the Rulesmade thereunder.

We conducted our audit in accordance with the Standards on Audit ing specif ied under Sect ion 143 (10) of the Act .

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statementsare free from material misstatement .

An audit involvesperformingproceduresto obtain audit evidence about the amountsand disclosures in the financial

statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal financial cont rol relevant to the Company's preparation of the financial statements

that give a t rue and fair view in order to design audit proceduresthat are appropriate in circumstances but not for the

purpose of expressingan opinion on whether the Company hasin place an adequate internal financial control system

over financial report ing and the operat ing effectiveness of such cont rols. An audit also includes evaluat ing the

appropriateness of account ing policies used and the reasonableness of the accounting est imates made by the

Company'sDirectors, aswell asevaluat ing the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suff icient and appropriate to provide a basis for our audit

opinion on the standalone financial statements.

In our opinion and to the best of our information and according to the explanat ions given to us, the aforesaid

standalone financial statements give the information required by the Act in the manner so required and give a t rue

and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the

Company asat M arch 31, 2015, and itsprofit and itscash flowsfor the year ended on that date.

43

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5) Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report ) Order, 2015 (the Order) issued by the Central Government of India

in terms of section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3

and 4 of the Order.

Asrequired by section 143 (3) of the Act , we report that:

a) We have sought and obtained all the informat ion and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit .

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears

from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are

in agreement with the booksof account ;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specif ied

under Section 133 of the Act , read with Rule 7 of the Companies(Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on M arch 31, 2015, taken on record by

the Board of Directors, none of the directors is disqualif ied as on M arch 31, 2015, from being appointed as a

director in termsof Section 164 (2) of the Act .

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informat ion and according to

the explanationsgiven to us:

i) The Company doesnot have any pending lit igat ionswhich would impact itsposit ion.

ii) The Company did not have any long-term contracts including derivative cont racts for which there were any

material foreseeable losses.

iii) There were no amounts which were required to be t ransferred to the Investor Educat ion and Protect ion

Fund by the Company.

PU – 53, Vishakha Enclave, KR& Co

Pitampura, Chartered Accountants

New Delhi- 110088 Firm Regist ration No. 025217N

By the hand of

Rakesh Jain

July 10, 2015 Partner

New Delhi M embership No.086501

44

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ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

i) (a) The Company is maintaining proper recordsshowing full part iculars, including quant itat ive detailsand situat ionof f ixed assets.

(b) As explained to us , all the fixed assets have been physically verified by the management in a phased periodicalmanner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets.No material discrepancieswere not iced on such verificat ion.

ii) The Company doesnot own any inventory. Accordingly, provisionsof clause (ii) (a), (ii) (b) and (ii) (c) of paragraph 3 ofthe Order are not applicable to the Company.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other part ies covered in theregister maintained under sect ion 189 of the Act. Accordingly, the provisionsof clause (iii)(a) and (b)of paragraph 3 ofthe Order are not applicable to the Company.

iv) In our opinion and according to the informat ion and explanations given to us, there are adequate internal cont rolsystemscommensurate with the size of the Company and the nature of its businesswith regards to purchase of f ixedassets and rendering of services. The act ivit ies of the Company do not involve purchase of inventory and the sale ofgoods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses ininternal cont rol systems.

v) The Company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Act andthe Companies(Acceptance of Deposits) Rules, 2014 (asamended).

vi) The Cent ral Government has not prescribed the maintenance of cost records under sect ion 148(1) of the Act for anyof the servicesrendered by the Company.

vii) a) According to the information and explanat ions given to us the provisions of Employees Provident Fund Act ,1952, and Employees' State Insurance Act , 1948, are not applicable to the Company and on the basis of ourexaminat ion of the books of account, the Company has generally been regular in deposit ing the undisputedstatutory dues applicable to the Company. According to the information and explanations given to us, noundisputed amountspayable in respect of aforesaid dueswere outstanding asat M arch 31, 2015, for a period ofmore than six monthsfrom the date they became payable.

b) According to the informat ion and explanationsgiven to us, there are no duesof income tax, salestax, wealth tax,service tax, duty of customs, duty of excise, value added tax and cess that have not been deposited by theCompany with appropriate authorit ieson account of dispute.

c) There isno amount required to be transferred to investor educat ion and protect ion fund in accordance with therelevant provisionsof the CompaniesAct , 1956 (1 of 1956) and rulesmade thereunder.

viii) The Company does not have accumulated losses at the end of the financial year and hasnot incurred any cash lossesduring the financial year covered by our audit and also in the immediately precedingfinancial year.

ix) The Company did not have any outstanding duesto a financial institut ion or bank or debenture holders.

x) According to the information and explanat ionsgiven to us, the Company hasnot given any guarantee for loans takenby othersfrom banksor financial inst itut ions.

xi) The Company hasnot obtained any term loans.

xii) To the best of our knowledge and according to the information and explanations given to us, no frauds on or by theCompany hasbeen not iced or reported duringthe year.




By the hand of

Rakesh Jain



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2-33

-

46

Rajiv Jaiswal

M anaging Director

DIN No. 02608317

Br ijinder Bhushan Deora

Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary

M em bership No. A32491

Ravi M athur

Chief Financial Off icer

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2-33

47

Rajiv Jaiswal

M anaging Director

DIN No. 02608317


Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary


Ravi M athur


THE YEAR

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A. CASH FLOW FROM OPERATIONSProfit before taxAdjustment for

Operating profit before Working capital changes 89,77,079 53,72,821Adjustment for working capital changes:

Net cash flow from operating activit ies 1,06,10,547 54,42,015

Net cash used in operating activities (A) 75,38,754 39,55,203B. CASH FLOW FROM INVESTING ACTIVITIES

Net cash used in investing activities (B) 60,37,494 73,93,395C. CASH FLOW FROM FINANCING ACTIVITIES

Net cash used in financing activities (C) (1,05,00,000) (1,25,00,000)

NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 30,76,247 (11,51,403)

85,77,414 51,27,046

Depreciat ion 5,72,694 3,24,138

Loss on sale of fixed assets - 6,006

Interest receipts (3,12,934) (1,82,900)

Adjustment of depreciat ion 1,39,905 -

Exchange rate fluctuat ion - 98,531

Increase/ (decrease) in other current liabilit ies (22,733) 9,00,021

Increase/ (decrease) in long term provisions 45,247 (44,136)

Increase/ (decrease) in short term borrowings 8,29,791 -

Increase/ (decrease) in short term provisions 9,62,873 (2,18,022)

Decrease/ (increase) in t rade receivables (3,61,778) (1,04,135)

Decrease/ (Increase) in other current assets 1,80,069 (4,64,534)

Taxes paid (30,71,794) (14,86,812)

Addit ions to tangible assets (4,17,640) (1,23,821)

Sale of tangible assets - 2,85,000

Decrease/ (increase) in long term loans and advances 4,01,41,810 (4,76,71,341)

Interest receipts 3,12,934 1,82,900

Decrease/ (increase) in investments (2,85,99,610) 6,12,70,658

Increase in fixed deposits receipts (54,00,000) (65,50,000)

Redempt ion of preference shares (1,05,00,000) (1,25,00,000)

Cash and cash equivalents - Opening balance 97,319 12,48,722

Cash and cash equivalents - Closing balance 31,73,567 97,319

In terms of our report attached.

M arch 31, 2015

Rs.

M arch 31, 2014

Rs.

CASH FLOW STATEM ENT FORTHE YEARENDED ON M ARCH 31, 2015

Rajiv Jaiswal

M anaging Director

DIN No. 02608317


Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary


Ravi M at hur


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48

Notes to the financial statements as at M arch 31,2015

1 SIGNIFICANTACCOUNTINGPOLICIES

a) BASISOFPREPARATION OFFINANCIALSTATEM ENTS

b) USEOFESTIM ATES

c) FIXED ASSETS- TANGIBLE

d) IM PAIRM ENTOFASSETS

e) DEPRECIATION

f) INVESTM ENTS

The financial statements are prepared in accordance with the Indian Generally Accepted Account ing Principles

("GAAP") under the historical cost convention on accrual basis. These financial statements have been prepared

to comply in all material aspects with the accounting standards as not ified under sect ion 133 of the Companies

Act , 2013, read with Rule 7 of [Companies (Accounts) Rules, 2014], and other relevant provisions of Companies

Act , 2013, and the guidelines issued by the Securit ies Exchange Board of India. Accounting policies have been

consistently applied except where a newly issued account ing standard is init ially adopted or a revision to an

exist ing accounting standard requiresa change in the accountingpolicy hitherto in use.

The preparat ion of f inancial statements is in conformity with the generally accepted account ing principles

requires the management of the Company to make est imates and assumpt ions that affect the reported

balances of assets and liabilit ies and disclosures relat ing to the cont ingent liabilit ies as at the date of the

financial statements and reported amounts of income and expenses during the report ing period. Although

these est imates are based on the managements' best knowledge of current events and act ions that the

Company may undertake in future, the actual results could differ from those est imates. Any material changes in

estimatesare adjusted prospect ively.

Fixed assets are stated at cost and other incidental expenses, less accumulated depreciat ion and impairment

losses. The cost comprises purchase price and any att ributable cost incurred in bringing the asset to its working

condit ion for itsintended use.

An item of f ixed assets is de-recognised upon disposal or when no future economic benefits are expected from

its use or disposal. Any gain or loss arising on de-recognit ion of the fixed asset (calculated as the difference

between the net disposal proceedsand the carrying amount of the asset) is included in the financial statements

in the year the asset isde-recognised.

Considerat ion isgiven at each Balance Sheet date to determine whether there isany indicat ion of impairment of

the carrying amount of the Company's fixed assets. If any indicat ion exists, the recoverable value of assets is

estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable

amount, the latter beinggreater of net sellingprice and value in use.

Depreciation on fixed assets is charged in accordance with est imate of useful life of the assets, on straight line

method, at rates specified in Schedule II of the Companies Act, 2013. Depreciat ion on assets purchased during

the year isprovided pro-rata to the period such asset wasput to use duringthe year.

In respect of an asset for which impairment loss is recognised, depreciation is provided on the revised carrying

amount of the assetsover itsremaining useful life.

Trade investments are the investments made to enhance the Company's business interests. Investments that

are intended to be held for more than a year, from the date of acquisit ion, are classif ied as long term

investments and are stated at cost and provision is made when there is a decline, other than temporary, in the

value thereof. Investments other long term investments, being current investments, are stated at cost or fair

value, whichever is lower.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged

or credited to the Statement of Profit and Loss.

49

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- Income and expenditure are accounted on accrual basis.

g) RECOGNITION OFREVENUEAND EXPENDITURE

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Notes to the financial statements as at M arch 31, 2015

51

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600,000 (600,000)

3

4

5

6

7

- -

-

-


52

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53

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(a-b)

Unquoted

-

-


54

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1,00,000 1,00,000

Prepaid


non interest

-

-

-

-

-

55

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-

No.

56

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-

-

21 BSE has accorded an In-Principle Approval for list ing of equity shares of the Company and the Company is complet ing the

requirementsand formalit ies in respect thereof.

22 The Company and certain other overseas professional organisat ions engaged in near like services are promot ing a non-

pract icing, Internat ional umbrella entity as a Private Company Limited by Guarantee, in England and Wales to, (i) promote

professional services of the members, (ii) promote cross referrals of internat ional work, and (iii) creat ing a frame work for

progressing joint pitching opportunit ies. The Company has nominated itsDirector to be a director on the Board of Directors

of the proposed company. The Company'sguarantee will be UKPound 1.

23 The Company had init iated arbitrat ion proceedings against it s clients in accordance with the rules and regulations of the

Nat ional Stock Exchange of India Limited in respect of t rades conducted by the Company for such clients at t rading 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'sappealsare pendingbefore the Courts.

24 As per Account ing Standard-21 on "Consolidated Financial Statement " and Account ing Standard-23 on "Account ing for

Investments in Associates in Consolidated Financial Statements" issued by the Chartered Accountants of India, the

Company haspresented consolidated financial statementsseparately.


post em ployment

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- -

- -- -

25 The Company’s equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies

Exchange Board of India (SEBI) had withdrawn recognit ion 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 termsof 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., M adras Stock Exchange Ltd. and Ahmadabad Stock

Exchange Ltd., have applied to SEBI to Exit under the aforesaid Exit scheme and the equity sharesof the Company would no

longer be listed on those exchangesafter the Exit isallowed to the said exchanges.

26 The Company deals only in one segment , Consult ing and Advisory Services, hence, no separate informat ion for segment -

wise disclosure is required under Accounting Standard - 17 "Segment Reporting" , issued by the Inst itute of Chartered

Accountantsof India.


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Particulars

-

-

-

Brijinder Bhushan Deora

Not es to t he financial stat em ent s as at M arch 31, 2015

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:


-

-

-

-

-

-

-

-

-

-

-

-

-

-

Rajiv Jaiswal

M anaging Director

DIN No. 02608317


Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary


Ravi M at hur


CONSOLIDATED INDEPENDENT AUDITORS' REPORT

To the M embersof Integrated Capital ServicesLimited

1) Report on the Consolidated Financial Statements

2) M anagement'sResponsibility for the Consolidated Financial Statements

3) Auditor'sResponsibility

We have audited the accompanying consolidated financial statements of Integrated Capital Services Limited (“ the

Holding Company” ) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “ the

Group” ), and its associates and joint ly controlled company, comprising of the Consolidated Balance Sheet as at

M arch 31, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year

then ended, and a summary of the signif icant account ing policies and other explanatory information (hereinafter

referred to as“ the consolidated financial statements” ).

The Holding Company's Board of Directors is responsible for the preparat ion of these consolidated financial

statements in terms of the requirements of the Companies Act, 2013 (“ the Act ” ) that give a true and fair view of the

consolidated financial posit ion, consolidated financial performance and consolidated cash flows of the Group

including its Associates and jointly controlled company in accordance with the accounting principles generally

accepted in India, including the Accounting Standardsspecified under Sect ion 133 of the Act , read with Rule 7 of the

Companies (Accounts) Rules, 2014. The respect ive Board of Directors of the companies included in the Group and of

its associates and joint ly controlled company are responsible for maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Group and for prevent ing and detect ing

frauds and other irregularit ies; the selection and applicat ion of appropriate accounting policies; making judgments

and est imatesthat are reasonable and prudent ; and design, implementat ion and maintenance of adequate internal

financial controls, that were operat ing effectively for ensuring the accuracy and completeness of the account ing

records, relevant to the preparat ion and presentat ion of the financial statements that give a t rue and fair view and

are free from material misstatement , whether due to fraud or error, which have been used for the purpose of

preparation of the consolidated financial statementsby the Directorsof the Holding Company, asaforesaid.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While

conduct ing the audit , we have taken into account the provisions of the Act, the account ing and audit ing standards

and matterswhich are required to be included in the audit report under the provisionsof the Act and the Rules made

thereunder.

We conducted our audit in accordance with the Standards on Audit ing specified under Section 143 (10) of the Act.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statementsare free from material misstatement .

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditor 's judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal f inancial cont rol relevant to the Holding

Company'spreparat ion of the consolidated financial statementsthat give a t rue and fair view in order to design audit

procedures that are appropriate in circumstances but not for the purpose of expressing an opinion on whether the

Holding Company has an adequate internal f inancial control system over financial report ing in place and the

operat ing effect ivenessof such controls. An audit also includesevaluat ing the appropriatenessof accountingpolicies

used and the reasonablenessof the account ing est imatesmade by the Holding Company'sBoard of Directors, aswell

asevaluat ing the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of

their reports referred to in sub-paragraph (i) of the 'Other M atters' paragraph below, is sufficient and appropriate to

provide a basis for our audit opinion on the consolidated financial statements.

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4) Opinion

5) Other M atters

6) Report on Other Legal and Regulatory Requirements

In our opinion and to the best of our informat ion and according to the explanat ions given to us, the aforesaid

consolidated financial statements give the information required by the Act in the manner so required and give a t rue

and fair view in conformity with the account ing principles generally accepted in India, of the state of affairs of the

Group, its associates and jointly cont rolled company as at M arch 31, 2015, and their consolidated profit and their

cash flowsfor the year ended on that date.

(i) The consolidated financial statements include the Group's share of net loss of Rs. 0.37 lacs for the year ended

M arch 31, 2015, as considered in the consolidated financial statements, in respect of 2 (two) associates and 1

(one) joint ly cont rolled company, whose financial statements/ financial information have not been audited.

These financial statements/ f inancial informat ion are unaudited and have been furnished to us by the

M anagement and our opinion on the consolidated financial statements, in so far as it relates to the amounts

and disclosures included in respect of these associates and joint ly controlled company, and our report in terms

of sub-sections (3) and (11) of Sect ion 143 of the Act in so far as it relates to the aforesaid associates and jointly

cont rolled company, isbased solely on such unaudited financial statements/ f inancial informat ion.

Our opinion on the consolidated financial statements, and our Report on Other Legal and Regulatory

Requirements below, is not modified in respect of the above matter with respect to our reliance on the work

done and the financial statements/ f inancial information cert if ied by the M anagement .

(i) As required by the Companies (Auditor's Report ) Order, 2015 (“ the Order ” ), issued by the Central Government

of India in termsof sub-sect ion (11) of Section 143 of the Act , based on the comments in the auditors' reports of

the Holding company, subsidiary companies incorporated in India and unaudited reports furnished to us by the

M anagement of the associate companies incorporated in India and joint ly controlled company incorporated

outside India, we give in the Annexure a statement on the mattersspecified in paragraphs3 and 4 of the Order.

(ii) Asrequired by Sect ion143(3) of the Act , we report that :

(a) We have sought and obtained all the information and explanat ionswhich to the best of our knowledge and

belief were necessary for the purposesof our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparat ion of the aforesaid

consolidated financial statements have been kept so far as it appearsfrom our examinat ion of those books

and the report of other auditors.

(c) The Consolidated Balance Sheet , the Consolidated Statement of Profit and Loss, and the Consolidated

Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account

maintained for the purpose of preparat ion of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Account ing Standards

specified under Sect ion 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as at

M arch 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the

respective statutory auditors of its subsidiary companies incorporated in India, and unaudited reports

furnished to us by the M anagement of the associate companies incorporated in India, and jointly

cont rolled company incorporated outside India, none of the directors of the Group companies, its

associate companies incorporated in India, and joint ly cont rolled company incorporated outside India, are

disqualified ason M arch 31, 2015, from being appointed asa director in termsof Sect ion 164 (2) of the Act.

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(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our informat ion and

according to the explanationsgiven to us:

(i) There were no pending lit igations which would impact the consolidated financial posit ion of the

Group, its associates incorporated in India and joint ly cont rolled company, incorporated outside

India.

(ii) The Group, its associates incorporated in India and joint ly cont rolled company incorporated outside

India, do not have any material foreseeable losses on long-term contracts including derivative

contracts.

(iii) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Holding Company, and its subsidiary companies, associate companies

incorporated in India, and joint ly cont rolled company incorporated outside India.




By the hand of

Rakesh Jain



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ANNEXURE TO INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEM ENTS(Annexure to in paragraph 5)

Our report ing on the Order includes subsidiary companies incorporated in India on which the auditors have reported on inaccordance with the Order. Our report in respect of these subsidiar iesisbased solely on the reportsof their auditors.

(i) In respect of the fixed assetsof the Holding Company and itsaforesaid subsidiar ies:

(a) The respect ive entit ies have maintained proper records showing full part iculars, including quantitat ive details andsituat ion of f ixed assets.

(b) The fixed assets were physically verif ied by the management of the respect ive ent it ies in accordance with a phasedperiodical manner, which in our opinion is reasonable. No mater ial discrepancieswere not iced on such verif icat ion.

(ii) The HoldingCompany and itsaforesaid subsidiariesdo not own any inventory.

(iii) The Holding Company and itsaforesaid subsidiar ies have not granted any loans, secured or unsecured, to companies, firmsor other part iescovered in the register maintained under sect ion 189 of the Act .

(iv) In our opinion and according to the informat ion and explanat ions given to us and based on the auditors' reports issued inaccordance with the Order on the aforesaid subsidiar ies, there are adequate internal cont rol systems in the HoldingCompany and its aforesaid subsidiar ies, commensurate w ith the size of the respect ive ent it ies and the nature of theirbusiness with regards to purchase of f ixed assets and rendering of services. The act ivit ies of the respect ive ent it ies do notinvolve purchase of inventory and the sale of goods. During the course of our and other auditor'saudit , no cont inuing failureto correct major weaknesses in such internal cont rol system hasbeen observed.

(v) The Holding Company and its aforesaid subsidiar ies have not accepted any deposits from the public within the meaning ofsect ion 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (asamended).

(vi) The Cent ral Government hasnot prescr ibed the maintenance of cost records under sect ion 148 (1) of the Act for any of theservices rendered by the Holding Company and itsaforesaid subsidiar ies.

(vii) According to the information and explanat ions given to us and based on auditors' report issued in accordance with theOrder on the aforesaid subsidiaries, in respect of statutory duesof the HoldingCompany and itsaforesaid subsidiaries:

a) According to the informat ion and explanat ionsgiven to us the provisions of Employees Provident Fund Act, 1952, andEmployees' State Insurance Act , 1948, are not applicable to the Holding Company and its aforesaid subsidiaries andthe respect ive ent it ies have generally been regular in deposit ing the undisputed statutory dues applicable to therespective ent it ies. There were no undisputed amounts payable by the respect ive ent it ies in respect of aforesaidstatutory dues were outstanding as at M arch 31, 2015, for a period of more than six months from the date theybecame payable.

b) There are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax andcess that have not been deposited by the respect ive ent it ieswith appropriate authorit ieson account of dispute.

c) There is no amount required to be t ransferred to investor educat ion and protect ion fund in accordance w ith therelevant provisionsof the CompaniesAct , 1956 (1 of 1956) and rulesmade thereunder.

viii) The Holding Company and itsaforesaid subsidiar iesdo not have consolidated accumulated lossesat the end of the financialyear and have not incurred cash losses, on a consolidated basis, dur ing the financial year covered by our audit and also in theimmediately preceding financial year.

ix) The Holding Company and its aforesaid subsidiaries do not have any outstanding dues to a financial inst itution or bank ordebenture holders.

x) The Holding Company and its aforesaid subsidiar ies have not given any guarantee for loans taken by others from banks orfinancial institut ions.

xi) The HoldingCompany and itsaforesaid subsidiarieshave not obtained any term loans.

xii) To the best of our know ledge and according to the informat ion and explanat ions given to us, no fraud by the HoldingCompany and its aforesaid subsidiar ies and no fraud on the Holding Company and its aforesaid subsidiaries has beennoticed or reported during the year.




By the hand of

Rakesh Jain

M embership No.086501


New Delhi

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63

64

Rajiv Jaiswal

M anaging Director

DIN No. 02608317


Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary


Ravi M at hur

Chief Financial Officer

way orward


65

Deferred tax 259,790 2,997,758

way orward


Rajiv Jaiswal

M anaging Director

DIN No. 02608317


Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary


Ravi M athur


way orward


66

Rajiv Jaisw al

M anagin g Directo r

DIN No . 02608317

Br i j ind er Bhu sh an Deora

Chairm an & Direct o r

DIN No . 00004942

Sh ivan i Aro ra

Com pany Secre tar y

M em b ersh ip No. A32491

Ravi M at hu r

Ch ief Financial Of f icer

-

-

-

-

-

-

-

-

-

Notesto the consolidated financial statementsasat M arch 31, 20151 ACCOUNTINGPOLICIES

a) BASISOFPREPARATION OFFINANCIALSTATEM ENTS

b) USEOFESTIM ATES

c) PRINCIPLESOFCONSOLIDATION

The Consolidated Financial Statements (CFS) include the financial statements of Integrated Capital Services

Limited (the Company) and its subsidiaries (the Group). The CFSof the Group are prepared in accordance with

the Indian Generally Accepted Account ing Principles ("GAAP") under the historical cost convent ion on accrual

basis. These CFShave been prepared to comply in all material aspectswith the account ing standardsas not if ied

under sect ion 133 of the Companies Act , 2013, read with Rule 7 of [Companies (Accounts) Rules, 2014, as

amended], and the other relevant provisions of Companies Act, 2013, and the Guidelines issued by the

Securit ies Exchange Board of India. Accounting policies have been consistent ly applied except where a newly

issued account ing standard is init ially adopted or a revision to an exist ing accounting standard requiresa change

in the account ing policy hitherto in use.

The preparat ion of CFS is in conformity with the generally accepted accounting principles requires the

management of the Company to make estimates and assumpt ions that affect the reported balances of assets

and liabilit ies and disclosures relat ing to the cont ingent liabilit ies as at the date of the financial statements and

reported amountsof income and expenses during the report ing period. Although these est imatesare based on

the managements' best knowledge of current events and act ions that the Company may undertake in future,

the actual results could differ from those est imates. Any material changes in estimates are adjusted

prospectively.

The financial statements of the subsidiaries used in the consolidat ion are drawn upto the same report ing date

asof the Company.

The consolidated financial statementshave been prepared on the followingbasis:

i) The CFSof the Group have been prepared in accordance with Account ing Standard-21 as not if ied by the

Companies(Accounts) Rules, 2014, to the extent possible in the same format asthat adopted by the parent

Company for its separate financial statements by regrouping, recast ing or rearranging figures, wherever

considered necessary.

ii) The CFSinclude the financial statements of the Company and all its subsidiar ies, which are more than 50%

owned or cont rolled. Investments in ent it ies that were not more than 50%owned or cont rolled have been

accounted for in accordance with the provisions of Accounting Standard 23 'Accounting for Investments in

Associates' in CFSnot ified pursuant to the Companies(Accounts) Rules, 2014.

iii) The consolidat ion of the financial statements of the parent Company and its subsidiaries is done to the

extent possible on line-by-line basis by adding together like items of assets, liabilit ies, income and

expenses. Inter-company balances, t ransact ions and unrealized profits or losses have been fully

eliminated in the processof consolidation.

iv) The excess of cost to the Company of its investment in the subsidiary over its share of the equity of the

subsidiary, at the date on which the investment in the subsidiary was made, is recognised as 'Goodwill'

being an asset in the Consolidated Financial Statements.

v) Goodwill arising on consolidation is fully amortised in the year of arisingof the same.

vi) The audited financial statements of associates are used in the consolidation, if available, otherwise

unaudited financial statements are used. Financial statements of all associate companies have been

consolidated based on equity method as per Account ing Standard-23 "Account ing for Investments in

Associates in Consolidated Financial Statements" notified by Companies (Account ing Standard) Rules,

2006.

vii) Related party transactionswith consolidatingsubsidiarieshave been eliminated in CFS.

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Notesto the consolidated financial statementsasat M arch 31, 2015

Fixed assets are stated at cost and other incidental expenses, less accumulated depreciat ion and impairment

losses. The cost comprises purchase price and any attributable cost incurred in bringing the asset to its

workingcondit ion for its intended use.

An item of f ixed assets isde-recognised upon disposal or when no future economic benefitsare expected from

its use or disposal. Any gain or loss arising on de-recognit ion of the fixed asset (calculated as the difference

between the net disposal proceeds and the carrying amount of the asset ) is included in the financial

statements in the year the asset isde-recognised.

Considerat ion is given at each Balance Sheet date to determine whether there is any indication of impairment

of the carrying amount of the Company's fixed assets. If any indication exists, the recoverable value of assets is

estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its

recoverable amount, the latter beinggreater of net sellingprice and value in use.

Depreciation on fixed assets is charged in accordance with estimate of useful life of the assets, on straight line

method, at ratesspecif ied in Schedule II of the CompaniesAct , 2013. Depreciat ion on assetspurchased during

the year isprovided pro-rata to the period such asset wasput to use during the year.

In respect of an asset for which impairment loss isrecognised, depreciation isprovided on the revised carrying

amount of the assetsover itsremaining useful life.

Trade investments are the investments made to enhance the Company's business interests. Investments that

are intended to be held for more than a year, from the date of acquisit ion, are classif ied as long term

investments and are stated at cost and provision is made when there isa decline, other than temporary, in the

value thereof. Investments other long term investments, being current investments, are stated at cost or fair

value, whichever is lower.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is

charged or credited to the Statement of Profit and Loss.

- Income and expenditure are accounted on accrual basis.-Interest income is recognised on t ime

proport ion basis taking into account the amount outstanding and the applicable rate of interest .

- Expenditure incurred on continuing education programs in which employees part icipate is expensed in

the year it is incurred.

- Dividend on sharesearned are accounted in the year of receipt.

Revenue and expenditure items, current assets, current liabilit ies, if any, appearing/ outstanding at the year

end, are converted into equivalent Indian Rupees at the exchange rate prevailing at the year end except in

caseswhere actual amount hasbeen ascertained by the t ime of f inalization of accounts.

Transact ions in foreign currencies are accounted at the exchange rate prevailing at the t ime of transaction.

Foreign currency monetary assets and liabilit ies are translated at year end exchange rates. Exchange

difference arising on set t lement of t ransact ions and translat ion of monetary items are recognised as income

or expense in the year in which they arise.

Provision for current income tax ismade asper the provisionsof the Income tax Act, 1961.

Deferred tax result ing from "timing difference" between taxable and account ing income isaccounted for using

the tax rates and laws that are enacted or substant ively enacted as on the balance sheet date. Deferred tax

asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be

realised in future.

d) FIXED ASSETS- TANGIBLE

e) IM PAIRM ENTOFASSETS

f) DEPRECIATION

g) INVESTM ENTS

h) RECOGNITION OFREVENUEAND EXPENDITURE

I) FOREIGN CURRENCYTRANSLATIONSAND TRANSACTIONS

j) TAXESON INCOM E

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Notesto the consolidated financial statementsasat M arch 31, 2015k) EARNINGSPERSHARE

l) CASH FLOW STATEM ENT

m) CASH AND CASH EQUIVALENTS

n) PROVISIONS, CONTINGENTLIABILITIESAND CONTINGENTASSETS

o) RETIREM ENTBENEFITS

p) SHAREISSUEEXPENSES

q) M ISCELLANEOUSEXPENDITURE

The Company reports basic and diluted per equity share in accordance with Account ing Standard (AS) 20,

"Earningsper Share" issued by the Institute of Chartered Accountantsof India. Basic earningsper equity share is

computed by dividing net income by the weighted average number of equity shares outstanding for the year.

Diluted earnings per equity share is computed by dividing net income by the weighted average number of

equity sharesoutstanding including sharespending allotment .

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of

t ransact ions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The

cash flowsfrom regular revenue generating, invest ing and financing act ivit iesof the Company are segregated.

Cash and cash equivalents for the purposesof cash flow statement comprise cash at bank and in hand, and short

term investmentswith an original maturity period of three monthsor less.

Provision involving substant ial degree of est imation in measurement are recognised when there is a present

obligat ion as a result of past events and it is probable that there will be an outf low of resources. Cont ingent

liabilit ies are not recognised but are disclosed in the notes. Cont ingent assets are neither recognised nor

disclosed in the financial statements.

In accordance with the Account ing Standard -15 on "Employee Benefits" , the Company provides for gratuity

covering eligible employees on the basis of actuarial valuat ion as carried out by an Actuary. The liability is

unfunded.

Liability in respect of leave encashment isaccounted for at the time of termination of service.

Expenditure incurred in connect ion with and connected with issue of shares is amort ised against premium

received on issue of shares.

M iscellaneousexpenditure isamort ised over a period of 5 years.

69

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70

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71

Rs. 84,644 (Rs. 37,712).

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488

72

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Gratuity (unfunded)

-

73

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(708)

74

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40,000 (40,000)

75

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2,828

76

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77

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23

24

25

26

28

BSEhas accorded an In-Principle Approval for list ing of equity shares of the Company and the Company is complet ing the

requirementsand formalit ies in respect thereof.

In the opinion of the Board, the assets, other than fixed assets and non-current investments, do have a value on

realisat ion in the ordinary course of businessat least equal to the amount at which they are stated.

The Company had init iated arbit rat ion proceedings against it s clients in accordance with the rules and regulat ions of the

Nat ional Stock Exchange of India Limited in respect of t rades conducted by the Company for such clients at trading

counter of the aforesaid stock exchange. The learned Arbitrators issued awardsshort of the claimed amountsby Rs. 22.10

lacs (Rs. 22.10 lacs) (excluding interest demanded by the Company). The Company's appeals are pending before the

Courts.

The holding Company deals only in one segment, Consult ing and Advisory services, hence, no separate informat ion for

segment w ise disclosure is required under Account ing Standard - 17 " Segment Report ing" , issued by the Inst itute of

Chartered Accountantsof India.

The Company’s equity shares were listed on Delhi Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Securit ies


allowed Jaipur Stock Exchange Ltd. to Exit asa Stock Exchange on M arch 23, 2015, in termsof 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., M adras Stock Exchange Ltd. and

Ahmadabad Stock Exchange Ltd., have applied to SEBI to Exit under the aforesaid Exit scheme and the equity sharesof the

Company would no longer be listed on those exchangesafter the Exit isallowed to the said exchanges.

78

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1.55

(3.29)

91,675

(194,716)

1.11 65,988


79

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:

80

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Rajiv Jaiswal

M anaging Director

DIN No. 02608317


Chairman & Director

DIN No. 00004942

Shivani Arora

Com pany Secretary


Ravi M athur


April 10, 2015

New Delhi

FORM AOC-1

Part “A”: Subsidiaries

(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containingsalient featuresof financial statement of subsidiaries/ associatescompanies/ joint ventures

S. No. Particulars Green Infra ProfilesPrivate Limited RAASe Solut ionsPrivate Limited

(Amt, in Rs.)

1 Share Capital 100,000 840,000

2 Reservesand Surplus 458,957 4,091,348

3 Total Assets 12,494,426 5,109,534

4 Total Liabilit ies 11,935,469 178,186

5 Investments NIL 1,818,000

6 Turnover 875,000 1,206,967

7 Profit before taxat ion (44,890) 40,942

8 Provision for taxat ion NIL NIL

9 Profit after taxat ion (46,889) 9,968

10 Proposed Dividend NIL NIL

11 %of shareholding 100 100

The following information shall be furnished at the end of the statements:

1. Name of subsidiarieswhich are yet to commence operations:

2. Name of subsidiarieswhich have been liquidated or sold duringthe year:

* Financial informat ion based on Audited Results

#Company havingM arch 31 asa report ing date

Note:

NIL

NIL

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S. No. Name of Associates/ Joint Venture Greenway

Advisors Private

Limit ed

KW Publishers

Private

Limit ed

Sun Links

Limit ed (A

Company

incorporated in

England and

Wales)

(Amt, in Rs.) (Amt, in GBP)

1 Share of Associates/ Joint Venture heldby the company on the year end

No. of shares 10,000 40,000 2,500

Amount of Investment in Associate/

Joint Venture

100,000 1,000,000

(including

premium)

2,500

Extent of Holding % 50 40 50

2 Descript ion of how there is significant

influence

Joint Venture

Agreement

Joint Venture

Agreement

Joint Venture

Agreement

3 Reason why the associate / joint venture

is not consolidated

Not applicable Not applicable Not applicable

4 Networth at t ributable to shareholding

as per latest audit ed Balance Sheet (as

at M arch 31, 2014)

86,611 19,45,490 8,023

5 Profit/ Loss for the year* (3,89,433) 2,29,188 2,705

I) Considered in Consolidat ion (1,94,716) 91,675 1,352.50

II) Not considerat ion in Consolidat ion - - -

Part “B” Joint Ventures

Note:

NIL

NIL

The following information shall be furnished at the end of the statements:

1. Name of Associates/ Joint Ventureswhich are yet to commence operations:

2. Name of Associates/ Joint Ventureswhich have been liquidated or sold during the year:

* Financial informat ion based on Unaudited Results

#Company havingM arch 31 asa report ing date

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BOOK-POST

INTEGRATEDCAPITALSERVICESLIMITEDRegistered Office: 606, New Delhi House,Barakhamba Road, New Delhi 110 001

If undelivered please return to :

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Documents

Integrated Capital Services Ltd (ONF2)...EVEN(Remotee-votingEvent Number) USERID PASSWORD/ PIN way orward INTEGRATED CAPITAL SERVICES LIMITED 3 VI. In caseof any queries, you mayrefer