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					                           Compiled by: Asian CERC Information Technology Ltd




       Integra
       STATE-OF-THE-ART-FINANCE




        bighth Annual Report
               1997-98




INTEGRA CAPITAL MANAGEMENT LIMITED
                                                                                                   Compiled by: Asian CERC Information Technology Ltd




                                 Integra
                                 STATE-OF-THE-ART-FINANCE




                                                The Financial Express
                                              NEW DELHI • MONDAY. JUNE 15,1998


     Ranking of India's top 267 non-banking finance companies
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7    InMtoi fmnciil Swvicu         15969.25 41.17 61.77 4.76 26.60 38.87 57.05 15.97 117.87    4.89 30.05 4601.50
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27    KliMhAutoFintnN              14861.50   36.15     10.89      1.01   -12.93       34.58     10.73 1042 39.12  1.09 •10.68 3561.00
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29    Ashok LvyiinQ Hnincfl        14782JO 1186.86      30J7      34.43    -1.88 1118.41         2U1 27443 22.22 38.75 10.43 5470.00
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     INTEGRA CAPITAL MANAGEMENT LIMITED
                                                    Compiled by: Asian CERC Information Technology Ltd




                                           Chairman
            Integra                       ^Sushil Kumar Vohra /
                                           Managing Director
         STATE-OF-THE-ART-FINANCE         JParun Vohra /
                                           Directors
                                          J)r. Raja J. Chelliah x
                                            G.B.Desai "
         BOARD OF DIRECTORS               ^Pammi Vohra-
                                         '^T.S. Sridharan /•    ,
                                            Isfeeraj Kumar Goel
                                            Auditors
                                          /Krishan K. Tulshan & Co.,
                                            Chartered Accountants, New Delhi
                                           Jrolicitors
                                            Rajinder Narain & Company,
                                            Advocates & Solicitors, New Delhi
                                          Hankers
                                                   of India
                                            Bank of Baroda
                                            Oriental Bank of Commerce
                                            Andhra Bank
                                           'Bank of Punjab
                                          Xakshmi Vilas Bank
                                           •fDBI Bank
                                            Registered Office
                                          ^Integra House'
                                            9, Community Centre
                                            Panchsheel Park
                                            New Delhi- 110017
                                            fity Offices
                                             32, Regal Building
                                             Sansad Marg, New Delhi-1 10 001
                                          Direct Marketing Division
                                             M-3, (Second Floor)
Contents                                     N.D.S.E., Part-II
                                             New Delhi- 110049
Financial Highlights                        Commercial Vehicles Division
                                                 , Aradhana Bhawan, Azadpur
Notice                                       New Delhi - 110 033
                                             M-3, NDSE Part-II, New Delhi-110 049
Directors Report                             Other Offices
Auditors Report                     12       Mumbai
                                         /S/38, Tardeo Aircondition Market
Balance Sheet                       15       Tardeo Road
                                             Mumbai - 400 034
Profit & Loss Account               16          ennai
Schedules                           17       606, 6th Floor, Challa Mall,
                                             Pondy Bazaar, T. Nagar, Chennai - 600 017
Balance Sheet Abstract              27      £ecunderabad
                                             309, 3rd Floor, Diamond Towers,
Cash Flow Statement                 29       Main Guard Road, Off S.D. Road.
                                             Secunderabad - 500 003
                                                                                                            Compiled by: Asian CERC Information Technology Ltd




                                                       FINANCIAL                    HIGHLIGHTS
                                                                            (Rupees in Lacs)

                                            1991-92              1992-93         1993-94           1994-95             1995-96           1996-97             1997-98
 Total Income                                  33.98                 67.75         82.15             244.26              607.85            919.58            1078.10
 Gross Profit                                    5.89                18.85         49.26             170.39              425.92            582.33                 667.09
 Net Profit                                      3.64                11.60         16.04             100.47              220.58            175.20                  72.96
 Paid Up Equity Capital                        20.00                 50.00        153.87             325.00              481.96            482.87                 483.00
 Book Value (Rs.)                               11.66                12.57         12.26                  12.88            18.28              15.55                16.68
 EPS              (Rs.)                           1.82                 2.32         3.05                   5.63              5.76              3.63                 1.54
 Dividend %                                            10                   10       11        [              15               22                22                    -
 Net Worth                                     23.32                 62.87        177.02             420.76              942.98            802.91                 858.41
 Total Assets                                  85.79               136.53         302.59             920.00            1861.83           2466.02             2889.17
 Net Profit Margin %                            11.74                17.12         19.53                  41.13            36.29              19.05                 6.77
 RONW                                           17.11                18.45          9.06                  23.88            23.39              21.82                 8.50
 Leased Assets/
 Total Assets %                                90.34                 95.72         84.48                  91.06            94.79              93.84                89.48
 Retained Earnings/
 Net Profit %                                  63.91                 82.33         64.09                  72.28            62.65           . 39.42                  100




                                 TURNOVER                                                                                GROSS PROFIT
                                 (Rs. IN LACS).                                                                           (Rs. IN LACS)

                                                                   1078.10

                                                         919.58
1000                                                                                  1000

900                                                                                     0
                                                                                       90

80
 0                                                                                      0
                                                                                       80
                                              607.85
700                                                                                    700                                                               667.09
                                                                                                                                               582.33
600                                                                                    600

500                                                                                    500                                           425.92


40
 0                                                                                      0
                                                                                       40
                                     244.26
300                                                                                    300

200                                                                                    200
                   67.75
 100     33.98                                                                         100
                                                                                                   5.89

  0                                                                                        0
       1991-92   1992-93   1993-94   1994-95 1995-96   1996-97    1997-98                      1991-92     1992-93 1993-94 1994-95   1995-96 1996-97    1997-98
                                                                                     Compiled by: Asian CERC Information Technology Ltd

                                                                                                                  Integra
                                                                                                               STATE-OF-THE-ART FINANCE




                            NET PROFIT                                                          ASSET BASE
                            (Rs. IN LACS)                                                        (Rs. IN LACS) •               2889.17
                                                                     2800

                                                                                                                   2466.02

 250                                      220.58                     2500



 200                                      1175.20
                                                                     2000



 150
                                                                     1500
                                 100.47
                                                             72.96
 100
                                                                     1000


  50
                                                                      500
                                                                                       136.53
           3.64                                                                85.79


       1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98          0   1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98




                           NET WORTH                                                            BOOK VALUE -
                            (Rs. IN LACS)                                                         (IN RUPEES) .




1200



1000                                      942.98                       50
                                                            858.41
                                                   802.91
 800                                                                   40
                                                   I5H

 600                                                                   30
                                420.76
                                                                                                              18.28             16-68
 400                                                                   20                                              15.55
                                                                                       12.57
                                                                             11.66
 200                                                                   10
         23.32

                                                            _
       1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98              1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98
                                                                                   Compiled by: Asian CERC Information Technology Ltd



NOTICE


Notice is hereby given that the Eighth Annual General Meeting of the Members of Integra Capital Management Limited will be
held on Tuesday, the 18th day of August, 1998 at 10.00 a.m at PHD House, Opp. Asian Games Village, New Delhi -110 016, to
transact the following business :
ORDINARY BUSINESS
1.    To receive, consider and adopt the audited Profit and Loss Account for the year ended 31 st March, 1998 and the Balance
      Sheet as on that date together with the Reports of the Board of Directors and the Auditors.
2.    To approve payment of dividend on preference shares.
3.    To appoint a Director :
      a)     In place of Shri G.B. Desai, who retires by rotation and, being eligible, offers himself for re-appointment.
      b)     In place of Smt. Pammi Vohra, who retires by rotation and, being eligible, offers herself for re-appointment.
4.    To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General
      Meeting of the Company and to fix their remuneration.
SPECIAL BUSINESS
5.    To consider, and if thought fit to pass with or without modifications, the following resolution as a Special Resolution.
      "RESOLVED THAT, as required under Section 17 and other applicable provisions, if any, of the Companies Act, 1956,
      "Objects" Clause III of the Memorandum of Association of the Company be and is hereby amended by inserting the
      following new Sub-Clauses marked 12 after Object No. 11 in Clause III A viz..." the main objects to be pursued by the
      Company on its incorporation are" :
      "12.   To avail Lines of Credit and to carry on the business of providing financial and other guarantees / sureties, in the
             normal course of business, to persons, organisations, companies who are provided funds directly or indirectly by
             Banks, Financial Institutions - State, Central or International, Private Organisations and such other organisations."
6.    To consider, and if thought fit to pass with or without modifications, the following resolution as a Special Resolution.
      "RESOLVED THAT pursuant to Section 149 (2A) and other applicable provisions, if any, of the Companies Act, 1956
      approval be and is hereby accorded to the Company for commencing and undertaking the business inserted as Clause III
      (12) of the Memorandum of Association of the Company in terms of resolution at item 5 above, as and when deemed fit
      by the Board of Directors on the alterations in Clause III becoming effective."
7.    To consider, and if thought fit to pass with or without modifications, the following resolution as a Special Resolution.
      "RESOLVED THAT subject to the provisions of Sections 269, 198, 309, 310 and other applicable provisions of the
      Companies Act, 1956 read with Schedule - XIII thereto as amended by notification No. GSR 48(E) dated 1 st February, 1994
      and all guidelines for the managerial remuneration issued by the Central Government from time to time, and subject to such
      approval as may be necessary, consent of the company be and is hereby accorded to re-appoint Shri Tarun Vohra as
      Managing Director of the Company for a further period of five years with effect from 09.03.1998 as per the terms and
      conditions contained in the draft agreement, placed before the meeting, duly initialed by the Chairman for the purpose of
      identification and such agreement is specifically sanctioned, with liberty to the Board of Directors to alter and vary the terms
      and conditions of the said appointment and/or agreement so as not to exceed the limit specified in Schedule XIII to the
      Companies Act, 1956 or any amendment hereto as may be agreed to between the Board of Directors and Shri Tarun Vohra
      or as may be varied by the General Meeting."
                                                    S   't

                                                                                                             By Order of the Board
'Integra House'
9/2, Sarvpriya Vihar
New Delhi- 110016.

Place : New Delhi                                                                                           TARUN VOHRA
Date : 24th June, 1998                                                                                  MANAGING DIRECTOR
                                                                                Compiled by: Asian CERC Information Technology Ltd

                                                                                                         Integra
NOTICE Contd.                                                                                          STATE-OF-THE-ART FINANCE


NOTES :
a)     The explanatory statement pursuant to Section 173 of the Companies Act, 1956 in respect of Special Business set out at
       Item Nos. 5 to 7 of the Notice is annexed hereto.

b)     A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and to vote instead
       of himself. The proxy need not be a Member of the Company. The Proxy Form should be deposited at the Registered Office
       of the Company not less than 48 hours before the time of holding the Meeting.

c)     Member/Proxy holder must bring attendance slip to the Meeting and hand it over at the entrance duly signed.

d)     Instructions regarding change of address and/or mandate should be sent so as to reach the Company at its Registered Office
       latest by 4th of August, 1998.

e)     Members desiring any information as regards accounts at the Meeting are requested to write to the Managing Director of
       the Company so as to reach latest by 1st of August, 1998 to enable the Management to give the information at the time of
       the Meeting.
EXPLANATORY STATEMENT U/S 173 OF THE COMPANIES ACT, 1956

The following explanatory statement sets out all material facts relating to the Special Business mentioned in the accompanying
Notice dated 24th June, 1998.
Item No. 5

The Company as part of its resources mobilisation efforts and to carry on the business of lending by Hire Purchase and Leasing
schemes, avails Cash Credit limits from the banking system. Besides the Cash Credit limit, which are based on the maximum
permitted Bank finance that the Company is entitled to have, it was felt essential that the Company should explore the possibility
of availing alternative avenues of finance so that it optimises income.

Accordingly, the Company was able to arrange Lines of Credit from- various Banks and other organisations as per which, the
Company provides guarantee/s to the funds deployed by the Banks and organisations directly to various borrowers.

As per this scheme the Company can charge additional interest / service charge for providing guarantee / surety to the borrowers.
The liability on account of providing such service is reflected in the Balance Sheet as Contingent Liability. As the Company already
possess adequate expertise on marketing, processing the papers, lending and recovering, it was felt by using the same infrastructure
the Company can optimise its income.

The present main object clause was inadequate and hence an amendment was felt essential in the main object clause of the
Memorandum of Association of the Company.

The Directors commend this Special Resolution for consideration of the Members as provided under section 17 of the Companies
Act, 1956.
None of the Directors of the Company is in any way concerned or interested in the proposed resolution.
Item No. 6

Item No. 5 in the Notice is proposition for passing Special Resolution for inserting Sub-Clause III (12) in the Object Clause of
the Memorandum of Association of the Company to enable the Company to pursue the business of providing financial and other
guarantees / sureties, in the normal course of business, to persons, organisations, companies who are provided funds directly or
indirectly by Banks, Financial Institutions - State, Central or International, Private Organisations and such other organisations.
In the event of the confirmation of the proposed alterations by the Members through the process pursuant to Section 17 of the
Companies Act, 1956, it would be necessary for the Members to accord approval for the commencement of the business under
section 149 (2A) of the Companies Act, 1956. The Directors of your Company having considered the benefit of obtaining your
approvals for the commencement of such business under Section 149 (2A) simultaneously with the adoption of Resolution
                                                                             Compiled by: Asian CERC Information Technology Ltd



NOTICE Contd.


No. 5 set out in the Notice recommend that the proposed Special Resolution be adopted in the interest of the Company.
None of the Directors of your Company is in any way concerned or interested in the proposed resolution.

Item No. 7

Mr. Tarun Vohra was appointed as a Managing Director w.e.f. 09/03/1993 for period of five years through an Extra Ordinary
General meeting of the members of the Company held on 09/03/1993. Mr. Tarun Vohra was reappointed as a Managing Director
in the Board meeting of the Company held on 21/11/1997 for a further period of five years commencing from 09/03/98 with the
same salary and perquisites payable to him till 08/03/1998.

None of the Directors except Shri Sushil Kumar Vohra, Chairman and Smt. Pammi Vohra, Director, are interested in the passing
of this resolution.


                                                                                                     By Order of the Board,
Registered Office:
'Integra House'
9/2, Sarvpriya Vihar,
New Delhi- 110016.

Place : New Delhi,                                                                                   TARUN VOHRA
Date : 24th June, 1998                                                                           MANAGING DIRECTOR
                                                                              Compiled by: Asian CERC Information Technology Ltd

                                                                                                      Integra
DIRECTORS REPORT                                                                                     STATE-OF-THE-ART FINANCE




Your Directors are pleased to present the Eighth Annual Report and Audited Accounts for the year ended 31st March, 1998.

FINANCIAL RESULTS

                                                                                           1997-98                   1996-97
                                                                                          (Rupees)                  (Rupees)
Total Income                                                                          10,78,10,589               9,19,58,147
Expenditure                                                                            4,11,01,699               3,37,25,346
Cash Profit                                                                            6,67,08,890                5,82,32,801

Deduct:
Non-Cash Charges
(Depreciation, Lease Equalisation/ Termination)           5,72,16,861
Provision for Non-Performing Assets                         10,67,254
Diminution In Value of Investments                           3,18,844
                                                                                       5,86,02,959               4,07,12,552

                                                                                         81,05,931                1,75,20,249
Provision for Income Tax                                                                  8,10,000

PROFIT after tax                                                                         72,95,931                1,75,20,249
Transfer to Reserve Fund under
Section 45-IC of the Reserve
Bank of India Act, 1934                                                                  14,60,000                  35,05,000

                                                                                         58,35,931                1,40,15,249

Balance brought forward                                                                   7,23,955                   9,55,868

Surplus available for appropriation                                                      65,59,886                1,49,71,117

APPROPRIATIONS
Transfer to General Reserve                                                              50,00,000                  36,34,947
Proposed Dividend
  -Equity
  -Preference                                                4,21,745
  -Dividend Tax                                                42,175
                                                                                          4,63,920                1,06,12,215

Surplus carried forward                                                                  10,95,966                   7,23,955

OPERATIONS REVIEW

If the previous year was the most turbulent for NBFCs, then the period under review proved to be a watershed in as much as it
resulted in consolidation of stronger companies like yours, and in weeding out of the unhealthy and financially weak companies.
The closure of a large NBFC with considerable public deposits shook the confidence of the public and resulted in the regulators
coming down heavily on the NBFCs, thereby tightening further the various regulations. The economy continued to flounder with
political uncertainty growing each day, with the South-East Asian crisis looming large in the back ground. The Indian economy
thus witnessed pronounced slowdown, which had an adverse impact on the industrial climate, more particularly in the financial
services sector. Your Directors are, however, pleased to report that your Company, following the conservative and prudent
                                                                                    Compiled by: Asian CERC Information Technology Ltd


DIRECTORS REPORT Contd.



policies, with-stood the resultant pressures, and has shown reasonable growth. It is also significant to mention that your Company
had its investment-grade rating for fixed deposits reaffirmed by CRISIL, the premier credit-rating agency, whereas rating of almost
all the NBFCs was down-graded.

Your Directors are pleased to report yet another year of overall satisfactory growth, as per the performance indicators given as
under:-



                                                                                            31.03.1998                 31.03.1997
                                                                                              (Rupees)                   (Rupees)

Fund Base                                                                                 28,89,17,367               24,66,02,484
Gross Assets                                                                              23,00,03.739               23,21,14,687
Assets under Hire Purchase                                                                 9,35,91,040                3,74,53,371
Shareholders' Fund                                                                        10,53,13,521                7,77,33,007
Gross Income                                                                              10,78,10,589                9,19,58,147
Cash Profit                                                                                6,67,08,891                5,82,32,801
Net Profit                                                                                   72,95,931                1,75,20,249
Proposed Dividend
  Equity                                                                                              -                1,06,12,215
  Preference                                                                                  4,21,745                            -
Cash Earning Per Equity Share                                                                    13.26                       12.06
Earning Per Equity Share                                                                           1.54                       3.63
Book Value Per Equity Share                                                                      16.68                       15.55

During the period under review, your Company increased its emphasis on quality-based assets lending. Your Company decided
to shift its focus to more of hire-purchase finance than leasing, owing to the factors of strategy, taxation and interest rates. As a
result of this, the gross assets marginally declined from about Rs. 2321 lacs at the end of the previous accounting year to about
Rs. 2301 lacs as at 31.03.1998. However, the investment in hire-purchase activity grew from about Rs. 19.79 lacs during the
previous year to about Rs. 142 lacs during the year under review, registering a sharp growth. These have been achieved by your
Company in the face of extremely tough competition, falling interest rates, lack c^f demand and increasing delinquency amongst
the industry players. Another area of positive development was your Company's ability to maintain its high recovery rate. The
extremely depressed primary market conditions, however, kept the merchant-banking activity at its lowest ebb. During the year
under review, your Company took up various non-fund based activities to support its fund-based lending operations. This resulted
in your Company earning significant income in these areas.

While your Company's relationship with the India office of the American International Group (AIG), a Forbes 50 U.S Insurance
and Financial Services Group, continued as an independent consultant during this year too, your Company added several other
names like P & N Cedar Products, California, USA, Tanaska International, Nebraska U.S.A., Pacific Consultants International
(PCI), Tokyo, Japan, to its growing list of clients for which it is rendering advisory services.

Your Company entered the "agency line of business" with a sanctioned limit of Rs.300 lacs from the IDBI Bank Ltd., the Laxmi
Vilas Bank Ltd. and the Orix Auto Finance Ltd. (a joint venture between Orix Auto Corporation Ltd. Japan And Infrastructure
and Leasing Financial Services Ltd., India). This was primarily for deployment in commercial-auto segment. This augmented the
income, besides sharpening the lending and recovery skills & broad-basing the assets-based lending profile.

Your Company found it imperative to develop its skills in marketing products that have synergy with its existing operations. This
resulted in your Company opening a direct marketing division, which markets auto-loan schemes of a major foreign bank. This
division earned a gross income of about Rs. 6.70 lacs during the first year of its operation. Similarly, your Company has shown
its ability to syndicate loans and other requirements which have given a marginal income of about Rs. 1.01 lac. Your Company
continued focus on the realty business and in the face of entry of major multinational consultants and cascading real estate prices,
your Company earned a gross income of about Rs.22.45 lacs.
                                                                                Compiled by: Asian CERC Information Technology Ltd

                                                                                                         Integra
DIRECTORS REPORT Contd.                                                                                STATE OF THE ART FINANCE



Your Directors recognised the importance of optimum risk management through related diversification in the current lines of
business to ensure the orderly growth of your Company and they are hopeful of still better performance in these areas in the coming
years.

Your Company expanded its operations to places like Ahmedabad, Bangalore, Chennai, Hyderabad and Mumbai in the past few
years. The focus of these offices was fixed deposit mobilisation from the public. However, on account of rapid developments
in the NBFC sector, changes introduced by the Reserve Bank of India (RBI) in norms for raising fixed deposits, funds from the
public as a primary vehicle for growth lost its relevance and your Company felt it would be unviable to maintain several offices;
and hence it merged its Bangalore office with Chennai, and Ahmedabad office with Mumbai. Your Directors assure you that they
would continuously look for restructuring unviable operations in existing unrelated area of business & concentrate in the growing
core competence lines of business.

DEPOSITS

This area underwent enormous changes on account of RBI's regulations; and since January 1998, the RBI introduced rating-linked
ceiling on deposits that could be accepted by an NBFC. Though companies were given a three years' time-frame to re-adjust their
deposit portfolios, your Company thought it fit to comply with the new norms by immediate restructuring of its fixed deposits.
As a result of this, the fixed deposits as at the end of the year under review stood at about Rs.565.57 lacs as against at about
Rs.683.74 lacs at the end of the previous year ending 31.03.1997. You would be pleased to know that your Company was amongst
the few to have met its fixed deposits obligations, without fail. Your Company is also amongst the few companies, which have
got the facility to issue post-dated interest warrants for fixed deposits renewed from the banking system. All deposits due for
repayment/renewal were either paid and/or renewed during the year. However, deposits of 36 parties aggregating to Rs. 4.20 Lacs
remained unclaimed.

RESOURCE MOBILISATION

During the year under review, your Company reworked the resources mobilisation strategy in tune with the Company's funds
requirement, cost-effectiveness, and in the backdrop of the changes introduced by the RBI on the quantum, statutory liquidity
requirements etc. Accordingly, to bolster its long-term fund requirements and to strengthen its tier - II capital, your Company came
out with a 14% cumulative redeemable preference share issue of three to five years redemption period, through a private placement.
Your Company successfully mobilised about Rs.220 lacs upto 31.03.1998, under this placement.

Your Company also received considerable additional bank funding during a period, when banks were negatively inclined towards
the NBFC industry. Oriental Bank of Commerce released Rs.150 lacs and Andhra Bank Ltd. Rs.100 lacs. In addition, Bank of
Baroda increased its limit by Rs.100 lacs. Orix Auto Finance Ltd. also increased its exposure to your Company by Rs.100 lacs.
Your Company is pursuing with various other banks for fund-based and non-fund based limits, and at the same time, has applied
for enhancement of the limits with its existing bankers. The sanctioned fund-based limits from banks increased to Rs.775 lacs as
at the end of March 1998 from Rs. 425 lacs during the previous year ending 31.03.1997. Its guaranteed limits from the banks and
others also increased from Rs.175 lacs to Rs.300 lacs during the same period.

RBI'S PRUDENTIAL NORMS

Your Directors are pleased to inform that your Company adheres to and complies with the prudential norms as per the latest relevant/
applicable directions, circulars & notifications issued by the RBI to the NBFCs in January, 1998; and are further pleased to state
that your Company has achieved a capital adequacy of 42% as on 31.03.1998, as against the 10% stipulation by the RBI as per
its latest guidelines. Your Company has been consistently maintaining a capital adequacy ratio, which is much higher than the
minimum stipulated, ever since its inception.

NBFC SURVEY BY FE-BRIS

Your Directors are pleased to observe that, as per the above mentioned All India NBFC survey carried out recently, and appearing
in the Financial Express of June 15, 1998, from out of the "267" NBFCs surveyed & rated all over India based on the Balance
                                                                                  Compiled by: Asian CERC Information Technology Ltd



DIRECTORS REPORT Contd.


Sheet position upto 31.3.1997, your Company's overall ranking stands at "No. 14" assessed on the basis of 41 parameters with
emphasis on financials, operations, profitability and productivity. And further from out of and amongst the "179" finance
companies all over India falling in the same size/category as your Company, INTEGRA is rated at "No. 3". However, INTEGRA
is on the top of such companies in Northern India.

AUDITORS REPORT

The observations of the Auditors are self-explanatory and therefore do not call for any further comments.

HUMAN RESOURCES DEVELOPMENT

In an industry where survival, performance and growth are totally governed by the quality of manpower it possesses, your
Company constantly strives to upgrade the skills of its employees. This includes conducting of specialised programmes which
would enable the staff and the management to keep themselves abrest of the constant changes that take place in our business
environment. Your Company also believes in the wholesome development of individuals, which would enable them to discharge
their responsibilities in a highly competitive environment, where stress is an important factor. Your Company conducts workshops
on stress management, transcendental meditation & inter-personal relationship buliding which have highly benefited its work
force. Your Company has also restructured its manpower requirements to enable it to raise the productivity levels of its employees.

Your Directors place on record their sincere and whole-hearted appreciation for the excellent work put in by the highly dedicated
and committed staff of the Company, who have weathered the tough times with ingenuity, adaptability & high degree of
professional skill under the able guidance of the management. INTEGRA owes its success and strength to its entire team of
employees.

DIVIDEND

The new regulations introduced by the RBI for the NBFC sector, on 02.01.1998 and, as amended on 31.01.1998, places enormous
emphasis on strengthening of the internal resources of a company; and for future operations, it is felt that the net-owned funds
of a company would be the key determining factor. Your Directors are in full agreement with this view-point; and in this light,
it has been decided to strengthen the reserves of your Company and not to disburse any dividend on equity shares during the year.
The Directors sincerely hope that the members of the Company would whole-heartedly welcome this move, which would go a long
way in further augmenting the resources of your Company and increasing its net worth.

DIRECTORS

Shri. G.B. Desai and Smt. Pammi Vohra retire by rotation at the ensuing Eighth Annual General Meeting and, being eligible, offer
themselves for reappointment. Your Directors recommend their reappointment, which would enable the Company to obtain their
continued valuable direction and guidance in the conduct of your Company's affairs.

AUDITORS

The Company's auditors M/s Krishan K. Tulshan & Co., Chartered Accountants, retire at the conclusion of the ensuing Eighth
Annual General Meeting and are eligible for re-appointment.

REGISTERED OFFICE

Your Directors wish to inform that, in virew of the anticipated future growth of your Company, the registered, corporate and other
offices of your Company would soon be shifting to an independent commercial building, "Integra House", at 9, Community
Centre, Panchsheel Park, New Delhi-110 017; and the exact date of the shifting would be suitably advised to all concerned.




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                                                                                                           Integra
DIRECTORS REPORT Contd.                                                                                   STATE-OF-THE-ART FINANCE




ADDITIONAL/STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217 of the Companies Act, 1956. Therefore, the information as required under section 217 (2 A)
of the Act, read with the Companies (Particulars of Employees ) Rules, 1975, is not being given.

The Company's (Disclosure of Particulars in the Report of the Board of Directors') Rules, 1988 require the disclosure of particulars
regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. The Company not
being a manufacturing Company is advised that the requirements of Forms-A & B are not applicable to it.

The information as required in terms of Clause 43 of the Listing Agreements with the Stock Exchanges is stated as under :-

                                                                                                                      (Rs. in Lacs)
                                                                                              Actuals                    Projected
                                                                                              1997-98                     1997-98

Gross Income                                                                                   1078.11                     1620.65
Profit after Tax                                                                                 72.96                      527.91
Dividend                                                                                              -                       25%
Cash earnings per share (Rs.)                                                                    13.26                       21.28
Earnings per share (Rs.)                                                                          1.54                       10.56
Book Value per Equity Share (Rs.)                                                                16.68                       35.23

The performance of the Company was not as per the Prospectus projections due to substantial changes in the market conditions.

ACKNOWLEDGEMENTS

Your Directors wish to convey their grateful thanks and appreciation of the contribution made to the Company's growth by the
employees at all levels, and also sincerely thank the Company's esteemed Members, depositors, business associates, customers
and bankers, for their support, assistance and co-operation.

                                                                                              By Order of the Board of Directors,
Registered Office:
"Integra House",
9/2, Sarvapriya Vihar
New Delhi- 110016.

New Delhi,                                                                                           SUSHIL KUMAR VOHRA
24th June, 1998                                                                                                           Chairman




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AUDITORS REPORT


AUDITORS REPORT TO THE MEMBERS OF
INTEGRA CAPITAL MANAGEMENT LIMITED,
NEW DELHI

We have audited the attached Balance Sheet of Integra Capital Management Limited as at 31st March 1998 and the Profit &
Loss Account for the year ended on that date annexed thereto, and report that:

1.    As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Company Law
      Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters
      specified in paragraphs 4 and 5 of the said Order.

2.    Further to our comments in the Annexure referred to in paragraph 1 above, we state that:

      a)     We have obtained al 1 the information 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 such books.
      c)      The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of account.
      d)     In our opinion and to the best of our information and according to the explanations given to us, the said Balance
             Sheet and the Profit & Loss Account, read together with the notes thereon, give the information required by the
             Companies Act, 1956, in the manner so required and give a true and fair view :

             (i)    in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March 1998, and
             (ii)    in so far as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that
                    date.


                                                                                                            For and on behalf of
                                                                                                     Krishan K. Tulshan & Co.
                                                                                                          Chartered Accountants

New Delhi,                                                                       *                   K.K. Tulshan(500-85033)
Dated : 24th June, 1998                                                                                             Proprietor


ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS OF INTEGRA
CAPITAL MANAGEMENT LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 1998

1.    The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
      assets. All the assets have not been physically verified by the management during the year but there is a regular programme
      of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets.
      No material discrepancies were noticed on verification.

2.    None of the fixed assets have been revalued during the year.

3.    The stocks of goods on hire purchase have been physically verified at the year-end by the management. In our opinion,
      the frequency of verification is reasonable.

4.    The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to
      the size of the Company and the nature of its business.




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                                                                                                       Integra
AUDITORS REPORT Contd.                                                                               STATE-OF-THE-ART FINANCE


5.    No discrepancies were noticed on verification between the physical stocks and the book records.

6.    On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper and in
      accordance with the normally accepted accounting principles.

7.    The Company had taken unsecured loans from firms and other parties listed in the register maintained under Section 301
      of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans were prima-facie not
      prejudicial to the interest of the Company. The Company has not taken any loans from the companies listed in the register
      maintained under Section 301 of the Companies Act, 1956 and/or from the companies under the same management as
      defined under Section 370(1B) of the Companies Act, 1956.

8.    The Company has not granted any loans to the companies, firms, or other companies listed in the registers maintained under
      Section 301 of the Companies Act, 1956 and to the Companies under the same management as defined under Section
      370(1B) of the Companies Act, 1956.

9.    In respect of loans and advances in the nature of loans given by the Company, parties have repaid the principal and interest
      amounts as stipulated except in the case of few parties where reasonable steps are being taken by the Company for recovery
      of the principal and interest.

10.   In our opinion and according to the information and explanations given to us, there are adequate internal control procedures
      commensurate with the size of the Company and the nature of its business with regard to purchase of plant and machinery,
      equipment and other assets and with regard to the sale of goods.

11.   In our opinion and according to the information and explanations given to us, there is no transaction of purchase and sale
      of materials and services made in pursuance of contract or arrangements entered in the register maintained under Section
      301 of the Companies Act, 1956.

12.   The Company in respect of deposits accepted from the public, has complied with the directives issued by the Reserve Bank
      of India and the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

13.   In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

14.    According to the information given to us by the Company, the Company is regular in depositing the dues under the
      Employees Provident Fund and Miscellaneous Provisions Act, 1948 and the Employees State Insurance Act, 1952.

15.   According to the information and explanations given to us, no undisputed amounts payable in repect of income-tax, wealth-
      tax, sales-tax, customs duty and excise duty were outstanding, as at 31 st March 1998, for a period of more than six months
      from the date they became payable.

16.   The Company has a policy of authorising expenditure based on reasonable checks and balances. The policy is intended
      to ensure that expenses are authorised on the basis of contractual obligation or accepted business practices having regard
      to the Company's business needs and exigencies. In terms of these observations, we have not come across any expenses
      charged to Revenue Account, which, in our opinion and judgement and to the best of our knowledge and belief could be
      regarded as personal expenses, nor have any such expenses been reported to us.

17.   The Company has maintained adequate documents and records in cases where loans and advances have been granted on
      the basis of security by way of pledge of shares, debentures and other securities during the year.

18.   We are informed that the provisions of any special statues applicable to chit fund, nidhi or mutual benefit society do not
      apply to the Company.
                                                                                 Compiled by: Asian CERC Information Technology Ltd



AUDITORS REPORT Contd.


19.   The shares/debentures/bonds in hand have been physically verified during the year by the management and no discrepancies
      have been noticed on such verification. The valuation of shares is fair and proper and in accordance with normally accepted
      accounting principles.

20.    The Company has during the year no transactions of trading in shares/debentures. Shares & Securities have been held
      by the Company in its own name except to the extent of exemption granted under Section 49 of the Companies Act, 1956.

21.   According to the information and explanations given to us and with regard to the nature of activities carried on by the
      Company, clauses(xii), (xiv), (xvi) and (xx) of paragraph 4(A) of the Order are not applicable to the Company.




                                                                                                           For and on behalf of
                                                                                                    Krishan K. Tulshan & Co.
                                                                                                         Chartered Accountants



New Delhi,                                                                                          K.K. Tulshan(500-85033)
Dated : 24th June, 1998                                                                                            Proprietor




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                                                                                                           Integra
BALANCE SHEET AS AT 31ST MARCH, 1998                                                                   STATE-OF-THE-ART FINANCE




                                                                                                                         As At
                                                                                                                     31.3.1997
                                                                                           Amount                     Amount
                                                        SCHEDULE                          (Rupees)                    (Rupees)

LIABILITIES
   Share Capital                                                     1                 7.02, 59. 500               4,82,87,000
   Reserves and Surplus                                              2                 3.75.41.803                 3,20,04,455
   Secured Loans                                                     3                 6.46.32.426                 3,23,52,251
   Unsecured Loans                                                   4                 8.71.21.994                10,60,84,124
   Current Liabilities and Provisions                                5                 2.93.61.644                 2,78,74,654

TOTAL                                                                                 28,89,17.367               24,66,02,484

ASSETS
   Fixed Assets                                                      6                15.12.71.617                16,90,55,446
   Investments                                                       7                  1 .6 1 .64. 1 56           1,48,83,000
   Current Assets, Loans and Advances                                8                1 1.89.93.812                6,01,05,590
   Miscellaneous Expenditure                                         9                     24.87.782                 25,58,448

TOTAL                                                                                 28,89,17,367                24,66,02,484

      Notes to the Accounts                                         13
      Significant Accounting Policies                               14

Schedules 1 to 9, 13 and 14 form an integral part of this Balance Sheet.

This is the Balance Sheet referred
to in our report of even date attached



                                                                                 For and on behalf of the Board of Directors


For and on behalf of
Krishan K. Tulshan & Co.                                                                                   Sushil Kumar Vohra
Chartered Accountants                                                                                                Chairman


K.K. Tulshan (500-85033)                                Dr. Raja J. Chelliah
Proprietor                                              Pammi Vohra
                                                        Neeraj Kumar Goel                                        Tarun Vohra
New Delhi,                                                         Directors                                  Managing Director
Dated: 24th June, 1998




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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 1998


                                                                                                                      1996-97
                                                                                                  Amount              Amount
                                              SCHEDULE                                           (Rupees)            (Rupees)
INCOME
    Income from Leasing                                              8,45.44,761                                   8,16,50,631
    Income from Hire Purchase                                        1.41,90,093                                     19,79,330
    Project/Consultancy Services                                       37.61.622                                     30,25,000
    Other Income                                         10            53.14,114                                     53,03,186
                                                                                              10,78,10,590         9,19,58,147
EXPENDITURE
    Personnel Expenses                                   11            57.62,999                                     51,00,118
    Other Expenses                                       12          3.53.^8.700                                   2 86 25 228
                                                                                               4,11,01,699         3,37,25,346
                                                                                               6,67,08,891         5,82,32,801
       Lease Equalisation/Termination Charges                        2.42.40.1X2                                   3,52,39,856
     ^Depreciation                                                   3.29.76.680                                   2,66,07,643
      ^Provision for Non-Performing Assets                             10,67.254
     /Diminution in Value of Investments                                3.18.844
                                                                     5.86.02.960                                   6,18,47,499
      Less : Amount withdrawn from General Reserve                                                                 2,11,34,947
                                                                                               5,86,02,960         4,07,12,552
      PROFIT before tax                                                                          81.05,931         1,75,20,249
      Provision for Income tax                                                                    8.10.000
      PROFIT after tax                                                                           72.95,931         1,75,20,249
      Transfer to Reserve Fund under Section 45 1C
      of the Reserve Bank of India Act, 1934                                                     14.60.000           35,05,000
                                                                                                 58 ^5 931         1 40 1 5 249
      Balance brought forward                                                                     7.23.955            9,55,868
      Amount available for APPROPRIATION                                                         65,59,886         1,49,71,117

APPROPRIATIONS
    Proposed Dividend- Equity Shares                                                                               1,06,12,215
                      - Preference Shares                                  4.21.745
    Dividend tax                                                             42.175.
    General Reserve                                                       50.00,000                                  36,34,947
                                                                                                 54.63,920         1,42,47.162
Balance carried forward                                                                          10.95.966            7,23,955

Notes to the Accounts                                    13
Significant Accounting Policies                          14
Schedules 10 to 14 form an integral part of this Profit & Loss Account.
This is the Profit & Loss Account referred
to in our report of even date attached

For and on behalf of                                                               For and on behalf of the Board of Directors
Krishan K. Tulshan & Co.                     Dr. Raja J. Chelliah                                       Sushil Kumar Vohra
Chartered Accountants                        Pammi Vohra                                                            Chairman
                                             Neeraj Kumar Goel
K.K. Tulshan (500-85033)                                Directors                                               Tarun Vohra
Proprietor                                                                                                   Managing Director

New Delhi,
Dated: 24th June, 1998

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                                                                                                   Integra
SCHEDULES TO THE BALANCE SHEET                                                                    STATE-OF-THE-ART FINANCE




                                                                                              As at                  As at
                                                                                          31.3.1998              31.3.1997
                                                                                            Amount                 Amount
                                                                                           (Rupees)               (Rupees)

SCHEDULE 1 : SHARE CAPITAL
AUTHORISED

60,00,000(60,00,000) Equity Shares of Rs. 10 each              6.00,00,000                                     6,00,00,000
5,00,000 (-) Redeemable Cummulative 14%
Preference Shares of Rs. 100 each.                             5.00,00.000
                                                                                        11,00.00.000           6,00,00.000

ISSUED SUBSCRIBED AND PAID UP
EQUITY SHARES
50,00,100(50,00,100) Equity Shares of Rs. 10 each              5.00.01.000                                     5,00,01,000
fully paid up

Less:Allotment Money Due                                         17.01.500                                       17,14,000

                                                                                         4.82,99,500           4,82,87,000
PREFERENCE SHARES
2,19,600(-)14% Redeemable Cumulative Preference Shares
of Rs. 100/- each fully paid up                                                          2.19,60,000

TOTAL                                                                                    7,02,59,500           4,82,87,000

SCHEDULE 2 : RESERVES AND SURPLUS
SHARE PREMIUM                                                  2,62,51.500                                     2,62,51,500
LessrAllotment Money Due                                   '     34,5 1 ,000                                     34,76,000

                                                                                         2,28.00,500            2,27,75,500
RESERVE FUND UNDER SECTION 45 1C
OF THE RESERVE BANK OF INDIA ACT, 1934                                         »
As per last account                                              35.05.000
Added during the year                                            14.60.000                                       35,05,000

                                                                                           49.65,000             35,05,000

GENERAL RESERVE
As per last account                                              50.00,000                                     2,25,00,000
Deducted during the year                                         13,19,663*                                    2,11,34,947

                                                                 36,80.337                                        13,65,053
Added during the year                                            50,00,000                                       36,34,947

                                                                                           86,80.337             50,00,000
SURPLUS in Profit and Loss Account                                                         10.95.966              7,23,955

TOTAL                                                                                    3,75,41,803           3,20,04,455

* refers to the income tax/dividend tax of earlier years




                                                                                                                         17
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SCHEDULES TO THE BALANCE SHEET


                                                                                       As at                    As at
                                                                                   31.3.1998                31.3.1997
                                                                                     Amount                   Amount
                                                                                    (Rupees)                 (Rupees)

SCHEDULE 3 : SECURED LOANS
TERM LOANS
FROM Haryana Financial Corporation
Secured against assignment of lease and hire purchase
agreements, equitable mortgage of properties owned by and personal guarantees
of some of the directors/shareholders of the Company                              35.37.245*               42,77,163*

FROM Bank Of America
Secured against hypothecation of the Company's own car
and personal guarantee of the Managing Director                                     1,26.737^               2,05,541*

FROM ANZ Grindlays Bank Ltd.
Secured against hypothecation of the Company's own car
and personal guarantee of the Managing Director                                     2.84,710*               4,45,678*

FROM India Renewed Energy Development Association
Secured against hypothecation of lease and hire purchase
assets acquired under projects approved by IREDA and
personal guarantees of the promoters/directors of the Company                       2.56,280*                         -

                                                                                  42.04.972                 49,28,382
CASH CREDIT LIMITS FROM BANKS
Secured against assignment of lease and hire purchase
agreements, equitable mortgage of properties owned by and personal guarantees
of some of the directors/shareholders of the Company                             6.04.27.454               2,74,23,869

TOTAL                                                                            6,46,32,426               3,23,52,251

* Payable within one year                                                          13.01,286                 10,04,596
SCHEDULE 4 : UNSECURED LOANS
Fixed Deposits                                                                   5,65.56.773               6,83,73,838
Inter Corporate Deposits                                                           15,00.000                 20,00,000
Performance Deposit                                                                13.19,006                 50,00,000
Security Deposits against Lease Finance                                          2.77.46.215               3,07,10,286

TOTAL                                                                            8,71,21,994              10,60,84,124

SCHEDULE 5 : CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Sundry Creditors                                                                   47.72.225                 52,63,373
Unmatured Hire Charges                                                           1.95 ^5,184                 86,20881
Advanced Payments (for which value still to be given)                                                           50,000
Interest accrued but not due                                                      37.80.315                  33,28,185
                                                                                 2.80.87.724               1,72,62,439
PROVISIONS
Income Tax                                                                          8.10,000                          -
Proposed Dividend                                                                   4.21.745               1,06,12,215
Dividend Tax                                                                          42, 1 75
                                                                                   12,73,920               1,06,12,215
TOTAL                                                                            2,93,61,644               2,78,74,654

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                                                                                                                                     Integra
SCHEDULES TO THE BALANCE SHEET                                                                                                  STATE-OF-THE-ART FINANCE




SCHEDULE 6 : FIXED ASSETS
                                                                                                           Lease             Total
PARTICULARS                            G R O S S          B L O C K                    Depreciation        Equalisation      Deductions       NET BLOCK
                                 As at    Additions      Deductions/         As at          upto               upto             upto            As at   As at
                               31.3.97                  Adjustments        31.3.98        31.3.98            31.3.98          31.3.98         31.3.98 31.3.97

LEASED ASSETS
Vehicles                  11,50,33,927   1,78,49,647    4.15,46,410    9,13,37,164      2,23,47.579       1,07,82,770     3,31,30,349     5,82.06,815     8,51,06,310
Plant & Machinery          6,46.15,405   2,28,37,992    1,53,84,644     7.20,68,753     1,01,45,232       1,49,33,139     2.5078371       4,69.90,382     4,96,65,884
Computers                  3,95.05,029   1 ,48,74,246     88,48,292    4,55,30,983      1,52,47,025         13.33,500     1,65,80,525     2,89,50,458     2,71,42,847
Furniture                     6.01,926      17,85,150      1,50,797       22,36,279        2.14,690          5,67.076        7,81,766       14,54,513        3,32.807

Sub Total                 21,97,56,287   5,73,47,035    6,59,30,143   21,11,73,179      4,79,54,526       2,76,16,485     7,55,71,011     13,56,02,168 15,86,47,848
                                                                                      Deduct : Provision for Non-Performing Assets            2.39.254
                                                                                                                                          13,53,62,914 15,86,47,848

OWN ASSETS
Land & Building              4,25.000                                     4,25.000             9,984                            9,984        4,15,016        4,21,944
Development of Building     32,27,400      22,74,995       2,06,250      52,96,145          2.11,385                         2,11,385       50,84,760       30,82,575
Furniture & Fixtures         6,55,841      39,88,788                     46,44,629          3,19,191                         3,19.191       43,25,438        5,19,474
Office Equipments           23,63,447       1,06,626                     24,70,073          2,99,704                         2,99,704       21,70,369      21,77,742
Computers                    5,57,752         25,000                      5,82,752          2,62,285                         2,62,285        3,20,467        3,88,832
Vehicles                    51,28,960       2,83.001                     54,11,961         18,19,308                        18,19,308       35.92,653      38,17,031

Sub Total                  1,23,58,400    66,78,410        2,06,250    1,88,30,560        29,21,857                        29,21,857       1,59,08,703    1,04,07,598

TOTAL                     23,21,14,687   6,40,25,445    6,61,36,393   23,00,03,739       5,08,76,383      2,76,16,485     7,84,92,868     15,12,71,617 16,90,55,446

AS AT 3 1.3. 1997         15,96,16,639   9,69,68.667    2,44.70,619   23.21,14,687       3,21,05,437      3,09,53,804     6,30,59,241     16,90,55,446 14,16,83,907




                                                                                                                            As at                            As at
                                                                                                                        31.3.1998                        31.3.1997
                                                                                                                          Amount                          Amount
                                                                                                                         (Rupees)                        (Rupees)

SCHEDULE 7 : INVESTMENTS

Quoted - Long Term (At Cost)

IN BONDS - As per Section 58A of the Companies Act, 1956

20(20) 16% (Taxable), Unsecured, Redeemable, Non-Convertible
Bonds of Rs. 1,00,000 each, fully paid up of Punjab
State Industrial Development Corporation Ltd.                                                   20.00,000-                                               20,00,000
16(16)17% (Taxable) Govt. Guaranteed Non-Convertible,
Non/Cumulative Redeemable Bonds of Rs. 1,00,000 each,
fully paid up of Mahanagar Telephone Nigam Ltd.                                              ,-16,53.000 - V                                             16,53,000

50(50)15% (Taxable) Govt. Guaranted Non-Convertible,
Non/Cumulative Redeemable Bonds of Rs. 1,00,000 each,
fully paid up of Mahanagar Telephone Nigam Ltd.                                               /5(),00,()()0-                                             50,00,000




                                                                                                                                                                   19
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SCHEDULES TO THE BALANCE SHEET


                                                                                            As at                As at
                                                                                        31.3.1998            31.3.1997
                                                                                          Amount              Amount
                                                                                         (Rupees)            (Rupees)

16(-) 14% (Taxable) Govt. Guaranteed Non-Convertible,
Non/Cumulative Redeemable Bonds of Rs. 1,00,000 each,
fully paid up of Maharashtra State Road Development
Corporation Limited                                                 16.00,000

                                                                                      .02.53.000*            86,53,000

Unquoted - Long Term (Cost or Break up value, whichever is less)

IN GOVERNMENT SECURITIES
9% Relief Bonds, 1987                                              ^0.00.000                                 20,00,000
IN SHARES - OTHER THAN TRADE
4,23,000 (4,23,000) equity shares of Rs.10/- each,
fully paid up of Integra Securities Limited,
a Company under the same management                                /42.30.000                                42,30,000

                                                                                       62.30.000             62,30,000
*Less Provision for diminution in value of investments                                  3.18.844

                                                                                       59.11,156             62,30,000

TOTAL                                                                                1,61,64,156            1,48,83,000

* market value of quoted investments                                                  1.05.12.000            86,80,000

SCHEDULE 8 : CURRENT ASSETS, LOANS AND ADVANCES                                 •

CURRENT ASSETS
Stock on Hire under hire purchase agreements
at agreement values less amount received(including
unmatured hire charges : Rs. 1,95,35,184 (Rs.86,20,881)
as per contra in Schedule 5)                                                         9.35.91.040            3,74,53,371

SUNDRY DEBTORS
Unsecured and unconfirmed but considered good
for recovery
Debts exceeding Six Months                                           6.92.210                                 5,66,535
Debts less than Six Months                                          34.18.584                                14,54,314
                                                                                       41.10,799             20,20,849
CASH AND BANK BALANCES
Cash/Cheques on hand                                                 7.59.966                                  2,98,992
With Scheduled Banks on
Current/Savings Accounts                                            33.89.315                                92,98,732
Deposit Accounts                                                                                                29,775
                                                                                       41.49.281             96,27,499



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                                                                                         Integra
SCHEDULES TO THE BALANCE SHEET                                                         STATE-OF-THE-ART FINANCE




                                                                                     As at                 As at
                                                                                 31.3.1998            31.3.1997
                                                                                   Amount               Amount
                                                                                  (Rupees)             (Rupees)

OTHER CURRENT ASSETS
Consultancy Income Receivable                          1 9.50.000                                      18,00,000
Interest accrued and due                                         -                                      1,70,040
Interest accrued but not due                             1,44.800                                       1,07,500
                                                                                 20.94,800             20,77,540
                                                                              10.39,45.920           5,11,79,259
¥ f\ A XTC? A Mr* A T\*7 A MrfTC?


Unsecured, unless otherwise stated, and unconfirmed
but considered good for recovery
Loans                                                 62,93.325*                                       62,57,109
Advances recoverable in cash
or in kind or for value to be
received                                               89.58.874                                      21,34,843
Tax deducted at source, advance
tax and taxes recoverable                               6.23.693                                        5,34,379

                                                                                1.58.75.892            89,26,331
*Less provision for doubtful loans                                                 8.28.000

                                                                                1.50.47.892            89,26,331

TOTAL                                                                         11,89,93,812           6,01,05,590


SCHEDULE 9 : MISCELLANEOUS EXPENDITURE
To the extent not written off and/or adjusted
PRELIMINARY EXPENSES
As per last account                                        2.370                                           3,159
Less : Written off during the year                           789                                             789

                                                                                      1.581                2,370
CAPITAL ISSUE EXPENSES
As per last Balance Sheet                              25.56.078                                       28,75,588
Add : Incurred during the year                          2.77.370

                                                       28.33.448                                       28,75,588
Less : Written off during the year                      3.47.247                                        3,19,510

                                                                                 24.86.201             25,56,078

TOTAL                                                                            24,87,782             25,58,448




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SCHEDULES TO THE PROFIT AND LOSS ACCOUNT


                                                           1997-98              1996-97
                                                           Amount               Amount
                                                          (Rupees)             (Rupees)

SCHEDULE 10 : OTHER INCOME
Interest Income *                                        20,85,455             27,56,624
Dividend Income *                                                                 28,220
Management Fee                                           12.98.471             15,19,760
Others                                                   19.30.188              9,98,582


TOTAL                                                    53,14,114             53,03,186


* Tax deducted at Source
Interest Income                                           2.91.033              2,61,246
Dividend Income                                                                    6,522



SCHEDULE 11 : PERSONNEL EXPENSES
Salaries & Allowances to
— Staff                                                  47,25,623             39,15,168
— Managing Director                                       2,61.000              2,61,000
Contribution to Provident and Other Funds                 3.89,397              3,08,422
Staff Welfare Expenses                                    3,60.245              4,15,528
Staff Recruitment & Training                                26,734              2,00,000


TOTAL                                                    57,62,999             51,00,118




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                                                                 Integra
 SCHEDULES TO THE PROFIT AND LOSS ACCOUNT                      STATE-OF-THE-ART FINANCE




                                                            1997-98             1996-97
                                                           Amount              Amount
                                                           (Rupees)            (Rupees)


 SCHEDULE 12 : OTHER EXPENSES

/Rent                                                      13.30,286            7,23,769
^Rates and Taxes                                              22.098              19,224
 Processing Charges                                           59.800              68,000
-Printing and Stationery                                    4.20.970           10,87,561
 Correspondence and Communication                           9,52,841           23,33,777
 Electricity and Water                                      1.89,318              84,733
^ease Rentals/Hire Charges                                 18,83,518           16,94,702
^Repairs and Maintenance                                    5,77.907            6,23,223
 Vehicles Running and Maintenance                           5,22,825            4,00,872
 ^Travelling and Conveyance                                25,02,145           25,15,905
/Remuneration to Auditors
 ^or Statutory Audit                                          35,000              30,000
r-For Tax Audit                                               1 2,500             11,000
,-For Certification Work                                        7.500              5,000
sFor Out of Pocket Expenses                                    5,875               5,325
f Exhibition/Conference Participation                         35,795            1,99,878
^Legal and Professional Charges                             6.29.753            9,50,360
 Miscellaneous Expenses                                    21,15,076           18,78,020
/Board Meeting Fee                          ,                 27,000              31,000
-•Business Promotion                                          49.373            1,02,688
 .interest to
  -Financial Institutions - Term Loan                       9.70.082           11,29,663
  -•Banks                                                  73,06,765           21,01,685
 Others
 .rFixed Deposits                                         1,29,81,390          92,23,869
 .-Others                                                   12.93.274           6,36,534
 Bank Charges                                               2.87.992            1,05,493
 Commission & Brokerage                                     1 ,70.480           5,64,656
Advertisement and Publicity                                 3.98,450           16,88,840
 Loss on Sale/Discarded Own Assets                          2,02,65 1             89,152
^Capital Issue Expenses w/off                               3,47,247            3,19,510
 Preliminary Expenses w/off                                      789                 789

 TOTAL                                                   3,53,38,700         2,86,25,228




                                                                                      23
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SCHEDULES Contd.



                                                                                           1997-98                   1996-97
                                                                                           Amount                    Amount
                                                                                          (Rupees)                  (Rupees)

SCHEDULE 13 : NOTES TO THE ACCOUNTS

1.   CONTINGENT LIABILITIES
     Not provided for in respect of:
     - guarantee to Banks for SRTO transactions                                          31,93,994                   8,83,500
     - guarantee to a company for
        business on their behalf                                                         72,36,243

2.   CAPITAL COMMITMENTS

     - For future rentals on assets taken on lease/hire purchase estimated at Rs. 14,43,047 (Rs.26,63,457)

3.   INVESTMENTS

     Investments in Govt Guaranteed Public Sector Undertaking Bonds are held in terms of Rule 12 of the Non-Banking
     Financial Companies (Reserve Bank) Directions 1977. The said securities are held in accordance with the relevant
     provisions of the Companies Act, 1956.

4.   PROPOSED DIVIDEND

     Proposed Dividend, if approved by the Members, is subject to deduction of tax, if any.

5.   ADDITIONAL INFORMATION

     There is no other additional information required to be disclosed pursuant to provisions of Schedule VI to the Companies
     Act, 1956.
                                                                              •
6.   Foreign Currency Receipts And Expenditure Incurred Are As Follows:-

     a) Consultancy Receipts                                                          Rs. 6,16,621
     b) Foreign Travel                                                                Rs. 1,58,497

7.   Income / Expenditure Relating to Earlier Years

     Lease Rentals of Rs. 14,16,5097- pertaining to earlier years have been written back/deducted from the Lease Rentals
     Income in pursuance of the Reserve Bank of the India norms of income recognition.

8.   OTHERS

     -    Inter Corporate Deposits given by the Company are on the basis that one of the main objects of the Company is to act
         as financiers. Accordingly, the Company has been advised that Section 370 of the Companies Act, 1956 is not
         applicable.

     -   Although legally all the Debtors are unsecured, the Company - in the case of debts arising from lease and hire purchase




24
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                                                                                                       Integra
SCHEDULES Contd.                                                                                     STATE-OF-THE-ART FINANCE


         transactions - has recourse to the assets given to lessees/hirers.

     -   The Managing Director is paid minimum remuneration as per the provisions of Section 269 read with Schedule XIII
         of the Companies Act, 1956.

9.   GENERAL

     -   Previous year's figures have been regrouped/rearranged, wherever considered necessary, to facilitate comparison.
     -   Figures in brackets in the above accounts / notes are previous year's figures.


SCHEDULE 14 : SIGNIFICANT ACCOUNTING POLICIES

A.   The financial statements have heen prepared in accordance with generally accepted accounting principles as well as the
     requirements of the Companies Act, 1956. The significant policies are as follows :

1.   Basis of Accounting :

     The accounts are prepared on the accrual concept of accounting under the historical cost convention and on the basis of
     going concern.

2.   Fixed Assets :

     Fixed Assets are stated at cost of acquisition inclusive of inward freight, duties and taxes and incidental expenses relating
     to acquisition.

3.   Investments:

     Investments are at cost, unless otherwise stated.

4.   Inventories:
                                                                               «
     Stock on hire purchase is valued at cost.

5.   Miscellaneous Expenditure :

     Preliminary expenses are amortized over a period of 10 years in accordance with Section 35D of the Income Tax Act, 1961.
     Capital Issue expenses are amortized over a period of 10 years in accordance with Section 35D of the Income Tax Act, 1961,
     on completion of all requirements of the concerned issue in accordance with the provisions of the applicable laws.

6.   Depreciation :

     Depreciation of Leased Assets

     -      on assets acquired upto 31.03.95 is being provided on straight-line method at the rates specified in Schedule XIV
            of the Companies Act, 1956,

     -      on assets acquired after 31.03.95 is being provided on written-down value method at the rates specified in
            Schedule XIV of the Companies Act, 1956,




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                                                                                 Compiled by: Asian CERC Information Technology Ltd



SCHEDULES Contd.


Depreciation on own assets is being provided on straight-line method at the rates specified in Schedule XIV of the Companies Act,
1956,

       -      on pro-rata basis from the date of purchase.
       -      on pro-rata basis to the date of disposal of assets/leases terminated.

The Company has provided Lease Equalisation Charge as per the guidance note on accounting for leases issued by the Institute
of Chartered Accountants of India.

7.     Leasing/Hire Purchase Income :

       Lease Rental Income has been calculated for full month irrespective of date of disbursement.

       Hire Purchase Income has been accounted for on the basis of equated monthly instalment/s due for full month irrespective
       of date of commencement of the agreement.

8.     Income Recognition :

       i.     Income recognition is based on recognised accounting principles.
       ii.    Income on NPAs is recognised only when it is actually realised.
       iii.   Interest on NPAs has not been booked as income, if interest has remained due for more than six months on
              March 31, 1998.
       iv.    The lease rentals or the hire purchase instalments in respect of non-performing lease and hire purchase asset(s)
              have not been given credit in the Profit and Loss Account.

9.     Taxation :

       Provision for income tax is being made in accordance with the Income Tax Act, 1961 applicable to the relevant financial
       year.

       Wealth-tax is accounted for on payment basis, whenever applicable.
                                                                                 •
10.    Proposed Dividend :

       Proposed Dividend, as recommended by the Board of Directors, is subject to the approval of the Members in the Annual
       General Meeting.

Signatures to Schedules 1 to 14

                                                                                       For and on behalf of the Board of Directors

                                                                                                            Sushil Kumar Vohra
                                                                                                                      Chairman


                                                          Dr. Raja J. Chelliah
                                                          Pammi Vohra
New Delhi,                                                Neeraj Kumar Goel                                       Tarun Vohra
Dated : 24th June, 1998                                              Directors                                 Managing Director




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                                                                              Compiled by: Asian CERC Information Technology Ltd

                                                                                                   Integra
                                                                                                  STATE-OF-THE-ART FINANCE




                                  INTEGRA CAPITAL MANAGEMENT LIMITED


      BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE AS PER SCHEDULE-VI
                              PART-IV OF THE COMPANIES ACT, 1956


       Registration Details
       Registration No.                                              40042           State Code                 55

       Balance Sheet                                               31.03.98
II     Capital raised during the year (Amount in Rs. Thousands)
                                                                  Public Issue                             Right Issue
                                                                                                               Nil
                                                                                                        Private Placement
                                                                                                             21,960
III    Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
                                                                                                           Total Assets
                                                                                                             2,88,917
       Sources of Funds
                                                                                                        Reserves & Surplus
                                                                                                              37,542      |
                                                              Secured                                    Unsecured Loans
                                                                    64,632                                    87,122
       Application of Funds                                  Net Fixed Assets                              Investments
                                                                   1,51,272 |                                 16,164
                                                            Net Current Assets                          Misc. Expenditure
                                                                    89,632                                    2,488
                                                           Accumulated Losses
                                                                      Nil


VI     Performance of Company (Amount in Rs. Thousands)
                                                                   Turnover                              Total Expenditure

                                                                   1,07,81:                                   99,705




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                                                                          Compiled by: Asian CERC Information Technology Ltd




                                                        Profit/ Loss before tax                    Profit/Loss after tax
                                                                8,106                                      7,296
                                                       Earning per share in Rs.                     Dividend rate %

                                                                 1.54

                                                             Annualised


V     Generic Names of Principal Products/Services of Company(as per monetary terms)
      Product Description :                                       Item Code No.


      LEASING                                                     NOT APPLICABLE

      MERCHANT BANKING                                            NOT APPLICABLE

      HIRE PURCHASE                                               NOT APPLICABLE

      CONSUMER FINANCE                                            NOT APPLICABLE

      CONSULTANCY SERVICES                                        NOT APPLICABLE

      UNDERWRITING                                                NOT APPLICABLE

      CORPORATE FINANCE                                           NOT APPLICABLE




                                                                                           For and on behalf of
                                                                                      the Board of Directors of
                                                                   INTEGRA CAPITAL MANAGEMENT LIMITED



Place : New Delhi,                                                                         SUSHIL KUMAR VOHRA
Dated : 24th June, 1998                                                                                Chairman




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                                                                                                                                        Compiled by: Asian CERC Information Technology Ltd


                                                                                                                                                            Integra
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 1998 STATE-OF-THE-ART FINANCE
     ,   T   H   ?   *   T   +,   ,a   -   «•   >•   ,   -   "   ,   '   -   ,   '   ,   '   ,   ,   '   ,   -   •   .   ,   -




                                                                                                                                                       31.3.1998           31.3.1997
                                                                                                                                                        Amount              Amount
                                                                                                                                                             (Rs)                (Rs)

A.       CASH FLOW FROM OPERATING ACTIVITIES
         Net Profit before tax and extra ordinary items                                                                                                81,05,931         1,75,20,249
         Adjustment for :
         Depreciation                                                                                                             3.29,76.680                            1,70,41,656
         Lease Equalisation/Termination Charges                                                                                   2,42.40.182        2,36.70,896
         Provision for NPA Assets                                                                                                   10,67.254
         Diminution in value of Investments                                                                                          3.18.844
         Capital Issue Expense w/off                                                                                                 3,47,247                               3,19,510
         Preliminary Expenses w/off                                                                                                       789                                    789
                                                                                                                                                     5.89,50,996         4,10,32,851
         Operating profit before Working Capital Changes                                                                                             6.70.56.927         5,85,53,100
         Adjustment for :
         Current Assets                                                                                                          (6,43,66.440)                          (2,57,34,775)
         Current Liabilities                                                                                                         14.86,990                            1,45,64,086
                                                                                                                                                    (6,28,79,450)       (1,11,70,689)
         Cash Generated from Operations                                                                                                                41,77,477         4,73,82,411
         Taxation                                                                                                                                       8,10.000
         Net Cash from Operating Activities                                                                                                            33,67.477         4,73,82,41 1

B.       CASH FLOW FROM INVESTING ACTIVITIES
         Addition to Investments (Net)                                                                                                                (12,81,156)         (60,53,000)
         Investment - Application Money                                                                                                                                     10,00,000
         Purchase of Fixed Assets                                                                                                                   (6.40,25,445)       (9,64,24,515)
         Sale of Fixed Assets                                                                                                                         2.18.82,051           72,05,478

         Net Cash used in Investing Activities                                                                                                      (4.34,24.550)       (9,42,72,037)
                                                                                                                                        *

C.       CASH FLOW FROM FINANCING ACTIVITIES
         Proceeds from Issue of Share Capital                                                                                     2,19,60.000
         Share Application Money                                                                                                       12,500                                 91,500
         Share Premium                                                                                                                 25.000                               1,29,000
         Loans Borrowed (Net of Repayments)                                                                                       1,33,22.645                            5,98,61,396
         Loans Lent (Net of Repayments)                                                                                                                                   (5,88,941)
         Capital Issue Expenditure                                                                                                  (2,77.370)
         Dividend on Share Capital and Dividend Tax                                                                                 (4,63.920)                          (1,06,12,215)

         Net Cash from Financing Activities                                                                                                          3,45,78,855         4,88,80,740

D.       Net Increase/Decrease in Cash and Cash Equivalents                                                                                          (-)54.78,218          19,91,114
         Cash & Cash Equivalents at the Begining of the Year                                                                                            96,27,499          76,36,385
         Cash & Cash Equivalents at the Close of the Year                                                                                               41.49,281          96,27,499


                                                                                                                                                         For and on behalf of
                                                                                                                                                    the Board of Directors of
                                                                                                                                 INTEGRA CAPITAL MANAGEMENT LIMITED

Place : New Delhi,                                                                                                                                                     Tarun Vohra
Dated: 24th June ,1998.                                                                                                                                             Managing Director


                                                                                                                                                                                   29
                                                                             Compiled by: Asian CERC Information Technology Ltd




                                           AUDITORS CERTIFICATE



THE BOARD OF DIRECTORS
INTEGRA CAPITAL MANAGEMENT LIMITED
NEW DELHI


We have examined the aforesaid Cash Flow Statement of Integra Capital Management Limited for the years ended 31st March
1998 and 31st March 1997. The Statement has been prepared by the Company in accordance with the requirement of Clause 32
of listing agreements with Bombay, Delhi and Madras stock exchanges and is based on and in agreement with the corresponding
Profit and Loss Account and Balance Sheet of the Company covered by our report of 24th June, 1998 to the members of the
Company.



                                                                                                      For and on behalf of
                                                                                               Krishan K. Tulshan & Co.
                                                                                                   Chartered Accountants


New Delhi,
Dated : 24th June, 1998.                                                                        K.K.Tulshan (500-85033)
                                                                                                              Proprietor




30

				
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