Your Directors have pleasure in presenting the 21st Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
The following is the highlight of the standalone financial performance of the Company during the financial year under review:
|
(? in Lakhs)
Standalone Consolidated
|
|
Particulars
|
Year ended 31st March, 2024
|
Year ended 31st March, 2023
|
Year ended 31st March, 2024
|
Year ended 31st March, 2023
|
|
Revenue from Operations
|
20,572.60
|
16,873.20
|
24,559.23
|
19,753.57
|
|
Other Income
|
53.84
|
48.22
|
60.82
|
49.76
|
|
Total Income
|
20,626.44
|
16,921.42
|
24,620.05
|
19,803.33
|
|
Finance Cost
|
312.54
|
265.21
|
435.11
|
356.48
|
|
Depreciation
|
77.38
|
20.86
|
98.57
|
37.15
|
|
Other Operating Expenses
|
19,834.47
|
16,274.91
|
23,537.43
|
18,925.10
|
|
Total Expenses
|
20,224.40
|
16,560.98
|
24,071.12
|
19,318.73
|
|
Profit Before Tax
|
402.04
|
360.44
|
548.94
|
484.60
|
|
Current Tax
|
22.00
|
12.03
|
22.00
|
18.01
|
|
Deferred Tax
|
-11.54
|
4.26
|
-11.07
|
4.91
|
|
Tax of Earlier Year
|
0.00
|
8.78
|
0.00
|
8.78
|
|
Profit/(Loss) after Tax
|
391.58
|
335.37
|
538.00
|
452.90
|
|
Earnings per Share
|
5.43
|
5.71
|
7.47
|
7.71
|
|
Diluted earnings per share
|
4.83
|
5.71
|
6.63
|
6.28
|
2. STATE OF COMPANY’S AFFAIRS:Standalone:
During the period under review, the Company has achieved a total income of Rs. 20,626.44 Lakhs in the financial year 2023-2024 as against Rs. 16,921.42 Lakhs in the financial year 2022-2023. The Company has earned a Profit after tax of Rs. 391.58 Lakhs in the financial year 2023-2024 as compared to Rs. 335.37 Lakhs in the financial year 2022-2023.
Consolidated:
During the period under review, the Company has achieved a total income of Rs. 20,620.05 Lakhs in the financial year 2023-2024 as against Rs. 19,803.33 Lakhs in the financial year 2022-2023. The Company has earned a Profit after tax of Rs. 538.00 Lakhs in the financial year 2023-2024 as compared to Rs. 452.90 Lakhs in the financial year 2022-2023.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
The Company has not transferred any amount to General Reserve during the financial year.
4. DIVIDEND:
With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.
5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 20232024:
a. APPROVAL OF ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASTS TO THE PERSONS FORMING PART OF THE PROMOTER & PROMOTER GROUP & NON-PROMOTER PUBLIC:
The Board of Directors of the Company at their meeting held on 13th July, 2023 has approved issue and allot from time to time, in one or more tranches upto 15,00,000 [Fifteen Lakhs] Fully Convertible Warrants (“Warrants/ Convertible Warrants”) for cash at an issue price of Rs. 81/- (Rupees Eighty-One Only) per warrant including a premium of Rs. 71/- (Rupees Seventy-One Only) per warrant with a right to the warrant holders to apply for and be allotted 1 (One) fully paid-up Equity Share of face value of Rs. 10/- (Rupees Ten) each of the Company (“Equity Shares”) within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating to Rs. 12,15,00,000/- [Rupees Twelve Crore Fifteen Lakhs Only] to the persons forming part of the promoter & promoter group & non-promoter public.
c. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL (KMP):
The Company at the Board Meeting and Extra - Ordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:
|
Sr.
|
Name of
|
Appointment/
|
Designation
|
Type of
|
Date of
|
|
No.
|
Directors and KMP
|
Resignation/ Regularization/ Change in Designation
|
|
Meeting in which
Appointment/ Resignation/ Regularization/ Change in
|
Appointment/
Resignation/
Regularization
|
| |
|
|
|
Designation was done
|
|
|
1.
|
Mr. Ashok Nagori
|
Re-appointment
|
Independent
Director
|
Annual General Meeting
|
11/07/2023
10/07/2028
|
|
2.
|
Mrs. Sandeep Kaur Goyal
|
Appointment
|
Whole Time Director
|
Annual General Meeting
|
01/09/2023
31/08/2028
|
|
3.
|
Ms. Tarang Raghuvir Goyal
|
Re-appointment
|
Managing
Director
|
Extra -Ordinary General Meeting
|
13/07/2023
12/07/2028
|
|
4.
|
Mr. Hariom Sarda
|
Regularization
|
Independent
Director
|
Extra -Ordinary General Meeting
|
26/08/2022
25/08/2027
|
|
5.
|
Ms. Kajal Jinam Shah
|
Resignation
|
CS
|
Board Meeting
|
30/09/2023
|
|
6.
|
Ms. Kavita Yadav
|
Appointment
|
CS
|
Board Meeting
|
03/10/2023
|
d. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2023-24 TILL THE ISSUANCE OF ANNUAL REPORT:
a. The Company approved the financial statements and auditors report for the Financial Year 2023-2024 at the Board meeting held on 29th May, 2024.
b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3rd September, 2024.
c. The Company has re-appointed M.K. Saraswat & Associates, Company Secretaries as Secretarial Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3rd September, 2024.
6. SHARE CAPITAL:> AUTHORISED SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2024 was Rs. 10,00,00,000/-(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each.
The Authorised Share Capital of the Company was increased from Rs. 7,50,00,000/- to Rs, 10,00,00,000/- at the Board Meeting and Extra - Ordinary General Meeting held on 13th July, 2023 and 09th August, 2023 respectively.
> PAID UP SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2024 was Rs. 7,20,65,100/- (Rupees Seven Crore Twenty Lakhs Sixty-Five Thousand One Hundred Only) divided into 72,06,510 (Seventy-Two Lakh Six Thousand Five Hundred Ten) Equity Shares of Rs. 10/- each.
9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
As on 31st March, 2024 following are the Subsidiaries/Associates/Joint ventures of the Company:
IPS Vantage Tech Services Private Limited is the wholly owned subsidiary of the Company.
A statement containing the salient feature of the financial statement of the Company’s Wholly-owned Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as ‘Annexure - B’.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company’s website at the link
https://www.integratedpersonnelservices.com/wpcontent/uploads/2023/08/IPSL Material Su bsidiary Policy.pdf
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on March 31, 2024, the Board of Directors and KMP of the Company comprises of 6 (Six) Directors, of which 3 (Three) are Non-Executive Independent Directors & 2 (Two) are Executive Directors and 1 (One) is Non-Executive Non-Independent Director and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:
|
Sr. No.
|
Name of Directors
|
Designation
|
|
1.
|
Mr. Tarang Raghuvir Goyal
|
Managing Director and Chairman
|
|
2.
|
Mrs. Sandeep Kaur Goyal
|
Whole Time Director
|
|
3.
|
Mr. Raghuvir Prasad Goyal
|
Non-Executive and Non-Independent Director
|
|
4.
|
Mr. Ashok Nagori
|
Non-Executive and Independent Director
|
|
5.
|
Mr. Girish Kumar Joshi
|
Non-Executive and
|
| |
|
Independent Director
|
|
6.
|
Mr. Hariom Sarda
|
Non-Executive and Independent Director
|
|
7.
|
Mr. Haridasan Krishnan Unni Nair
|
Chief Financial Officer
|
|
8.
|
Ms. Kavita Yadav
|
Company Secretary and Compliance Officer
|
On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.
There are changes in Directors and Key Managerial Personnel for the period under review.
Changes in Directors and Key Managerial Personnel:
a. Mr. Ashok Nagori, re-appointed as an Independent Director of the Company for the second consecutive term of five years, i.e., from 11th July, 2023 to 10th July, 2028 (both days inclusive) in the Annual General Meeting held on 29th September, 2023.
b. Mrs. Sandeep Kaur Goyal, appointed as a Whole Time Director of the Company for the consecutive term of five years, i.e., from 01st September, 2023 to 31st August, 2028 (both days inclusive) in the Annual General Meeting held on 29th September, 2023.
c. Mr. Ashok Nagori, re-appointed as a Managing Director of the Company for the consecutive term of five years, i.e., from 13th July, 2023 to 12th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 09th August, 2023.
d. Mr. Hariom Sarda was regularized as a Director (in the category of Independent Director) i.e., from 26th August, 2022 to 25th August, 2027 (both days inclusive) in the Extra Ordinary General Meeting held on 09th August, 2023.
e. Ms. Kajal Jinam Shah has been resigned as a Company Secretary and Compliance Officer of the Company with effect from 30th September, 2023.
f. Ms. Kavita Yadav has been appointed as a Company Secretary and Compliance Officer of the Company with effect from 03rd October, 2023.
Re - Appointment of Directors:
g. Mr. Tarang Raghuvir Goyal, Managing Director of the Company retiring by rotation at the ensuing Annual General Meeting, offers himself for re- appointment.
The detailed terms of re-appointment have been made in ‘Annexure - A’.
11. CHANGE TN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.
13. COMPOSITION OF BOARD COMMITTEES:
The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A) AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 NonExecutive Independent Directors and 1 Non-Executive Director).
All the members have financial and accounting knowledge.
The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Seven (7) times during the financial year on 21st April, 2023, 02nd May, 2023, 29th May, 2023, 13th July, 2023, 01st September, 2023, 11th November, 2023 and 06th February, 2024 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.
B) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Three (3) Independent Directors).
The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Four (4) times during the year on 02nd May, 2023, 13th July, 2023, 01st September, 2023 and 30th September, 2023. The necessary quorum was present at the meeting.
Nomination and Remuneration Policy is hosted on the website of the Company i.e.
www.integratedpersonnelservices.com.
The performance of Independent Directors was evaluated on the following criteria:
• Exercise of independent judgment in the best interest of Company;
• Ability to contribute to and monitor corporate governance practice;
• Adherence to the code of conduct for independent directors.
The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.
C) STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Non-Executive Director).
The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.
The Company has designated the e-mail ID: cs@ipsgroup.co.in and info@bigshareonline.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company’s website i.e. www.integratedpersonnelservices.com
There were no complaints pending as on 31st March, 2024.
The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Once (1) during the year on 06th February, 2024. The necessary quorum was present at the meeting.
D) INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.
The independent Directors in their meeting shall, inter alia-
(a) review the performance of non-independent Directors and the board of Directors as a whole;
(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;
(c) assess the quality, quantity and timeliness of flow of information between the management
of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on 06th February, 2024 and was attended by all Independent Directors.
None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.
15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Independent directors were appointed during the financial year 2023-2024 in the Company. The declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 and SEBI regulations, are kept under the records of the Company.
17. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company’s website at https://www.integratedpersonnelservices.com
18. INTERNAL CONTROLS:
The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:
• providing assurance regarding the effectiveness and efficiency of operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures and applicable laws and regulations; and
• transactions being accurately recorded and promptly reported.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
19. INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable assurance that the Company’s internal financial controls are adequate and are operating effectively as intended.
20. STATUTORY AUDITORS:
In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. AMS & Co., Chartered Accountant, (Firm Registration No. 130878W) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company in the year 2027.
The Independent Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.
The Auditor’s Report doesn’t contain any information in relation to fraud.
21. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M K Saraswat & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries 2023-2024 does not contain any qualifications or adverse remarks. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘ Annexure - C’.
Secretarial Audit has also been carried out for our wholly owned subsidiary, IPS Vantage Tech Services Private Limited, as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as is annexed to the Director Report in Form MR-3 as ‘Annexure - D’.
22. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, Company has appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor to conduct the Internal Audit of the Company for the financial year 2023-24.
The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financial year 2023-2024 does not contain any qualifications or adverse remarks.
23. BOARD’S COMMENT ON THE AUDITOR’S REPORT: a.) Statutory Auditor:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.
b) Internal Auditor:
There are no observations from Internal Auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.
c) Secretarial Auditor:
There are no observations from Secretarial Auditors in their report, the report is selfexplanatory and does not call for any further comment by the Board of Directors.
24. PUBLIC DEPOSITS:
The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
25. MAINTENANCE OF COST RECORDS:
The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.
26. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 30 to the Balance Sheet as on March 31, 2024.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.
The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:
|
(? in Lakhs)
|
|
Particulars
|
Year ended March 31, 2024
|
Year ended March 31, 2023
|
|
Foreign Exchange Earnings
|
0.63
|
0.00
|
|
Foreign Exchange Outgo
|
3.30
|
0.00
|
28. CORPORATE SOCIAL RESPONSIBILITY:
The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee, adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply to the Company.
29. MANAGERIAL REMUNERATION:
During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure —E’.
30. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company is listed on SME platform of National Stock Exchange does not require to submit the secretarial compliance report for the financial year 2023-2024 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,
32. CORPORATE GOVERNANCE REPORT:
The Company is listed on SME platform of National Stock Exchange, provisions related to corporate governance are not applicable to the company.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any
financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.
No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Company’s website www.integratedpersonnelservices.com.
34. INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.
The details of the Code of Conduct have been posted on the Company’s website www.integratedpersonnelservices.com.
35. CFO CERTIFICATION:
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure —F’.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
Management Discussion and Analysis Report is given in ‘Annexure - G’ to the Directors Report.
37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of familiarization programme for Independent Directors is given in ‘Annexure -H’.
The details of the familiarization programme for independent directors have been posted on the Company’s website www.integratedpersonnelservices.com.
38. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
The certificate of non-disqualification of directors for the Financial year 31st March, 2024, is annexed as ‘Annexure - I’.
39. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.
40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.
41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.
The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
Your director’s further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.
43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
44. INFORMATION TO SHAREHOLDERS:
a) Annual General Meeting - Date, Time, Venue
|
Annual General Meeting
|
21st Annual General Meeting
|
|
Day & Date
|
Monday, 30th September, 2024
|
|
Time
|
04.30 p.m.
|
|
Venue
|
Through Video conferencing
|
For details, please refer to the Notice of this AGM.
b) Re - Appointed of Director
The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the ‘Annexure- A’ to the Notice of this AGM.
c) Listed on Stock Exchange:
The Company is listed on Emerge Platform of NSE Limited.
d) Stock Code:
NSE Scrip Name: IPSL
Depository Connectivity: NSDL & CDSL
ISIN Number for equity shares of the Company: INE02EE01019
e) Market price data:
High & Low during the financial year 2023-2024 on NSE:
|
Month
|
High
|
Low
|
Closing
|
|
April 2023
|
85.00
|
76.00
|
79.50
|
|
May 2023
|
88.00
|
77.00
|
81.00
|
|
June 2023
|
79.50
|
74.00
|
77.00
|
|
July 2023
|
113.75
|
72.10
|
97.50
|
|
August 2023
|
136.00
|
99.00
|
115.05
|
|
September 2023
|
147.50
|
120.00
|
141.20
|
|
October 2023
|
185.00
|
123.50
|
182.45
|
|
November 2023
|
184.95
|
158.50
|
164.50
|
|
December 2023
|
210.40
|
145.05
|
203.10
|
|
January 2024
|
221.75
|
156.00
|
185.00
|
|
February 2024
|
205.00
|
166.00
|
188.00
|
|
March 2024
|
214.00
|
131.00
|
204.75
|
|
f) Distribution of Shareholding as on 31st March, 2024:
|
|
No. of Equity Shares held
|
No. of Shareholders
|
No. of Shares held
|
% in Equity Capital
|
|
1-500
|
4
|
100
|
0.0014%
|
|
501-1000
|
52
|
52000
|
0.7216%
|
|
1001-2000
|
105
|
210000
|
2.9140%
|
|
2001-3000
|
9
|
27000
|
0.3747%
|
|
3001-4000
|
19
|
76000
|
1.0546%
|
|
4001-5000
|
3
|
15000
|
0.2081%
|
|
5001-10000
|
26
|
197000
|
2.7336%
|
|
10001 and Above
|
32
|
6629410
|
91.9920%
|
|
Total
|
250
|
7206510
|
100.00%
|
|
g) Shareholding Pattern as on 31st March, 2024:
|
| |
Sr.
No.
|
Category of Shares
|
No. of Shares
|
% of total shares
|
|
(A)
|
Promoter & Promoter Group:
|
|
|
| |
(a) Individuals/Hindu Undivided Family
|
49,76,342
|
69.05
|
| |
Sub Total:
|
49,76,342
|
69.05
|
|
(B)
|
Public Shareholding:
|
|
|
| |
1. Institutions
|
|
|
| |
(a) Financial Institutions/Banks/Any Others
|
0
|
0.00
|
| |
(b) Foreign Institutional Investors
|
0
|
0.00
|
| |
2. Non-Institutions
|
|
|
| |
(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)
|
0
|
0
|
| |
(b) Individuals
|
15,72,000
|
21.81
|
| |
(c) Trust
|
0
|
0.00
|
| |
(d) Hindu Undivided Family
|
1,34,168
|
1.86
|
| |
(e) Non-Resident Indians (NRI)
|
2000
|
0.03
|
| |
(f) Bodies Corporate
|
5,22,000
|
7.25
|
| |
Sub Total:
|
2230168
|
30.95
|
| |
GRAND TOTAL
|
72,06,510
|
100.00
|
h) Dematerialization of Shares:
As on March 31, 2024, 72,06,510 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.
i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date &likely impact on equity:
No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.
j) Details of shares in suspense account:
The are no shares in suspense account.
45. ACKNOWLEDGEMENT:
The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
The Directors appreciate & value the contribution made by every member of the company.
|