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Integrated Proteins Ltd.

BSE: 519606 Sector: Industrials
NSE: N.A. ISIN Code: INE177M01013
BSE 05:30 | 01 Jan Integrated Proteins Ltd
NSE 05:30 | 01 Jan Integrated Proteins Ltd

Integrated Proteins Ltd. (INTEGPROTEINS) - Director Report

Company director report

To

The Members

Integrated Proteins Limited

Jamnagar.

Your Directors are pleased to present their 24th Annual Report for the financial yearended on 31st March 2017.

FINANCIAL RESULTS :

Your Company's performance for the year ended on 31st March 2017 is summarized asunder :

2016-17 2015-16
PARTICULARS (Amount in Rs.) (Amount in Rs.)
1. Revenue from Operation - 809120.00
2. Other Income 2045559.46 1765557.38
3. Total Revenue (1+2) 2045559.46 2574677.38
4. Employees Benefits Expense 251000.00 131000.00
5. Depreciation & Amortization Exp. 291778.00 299572.00
6. Other Expenses 666224.85 1315603.88
7. Profit/(Loss) Before Tax 836556.61 828501.50
8. Tax Expenses (Current Tax) 358500.00 -
9. Profit/(Loss) After Tax (PAT) 478056.61 828501.50

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under Report your Company has not earned any income out of itsoperational activities. The operations of the company were not running up to mark due tounfavorable market conditions. Further the business of almost stopped after demonetizationand its negative impact on market. However there was other income amounting to Rs.2045559.46 during the year under report. As against this in Previous year 2015-16there was operational income amounting to Rs. 809120/- . Net profit of the company hasalso been decreased from Rs. 828501.50 of previous year to Rs. 478056.61. Yourmanagement assures their best performance in the future projects of the company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

In view of accumulated losses of previous years and in order to conserve resources forbusiness development your Directors does not recommend any dividend. Moreover no amountis being transferred to the Reserves during the fiscal 2016-17.

CHANGE IN NATURE OF BUSINESS :

There has been no change in nature of business of the Company during the year underCompany.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2016 was Rs. 35151000/-. During theyear under review the Company has not issued any share or any convertible instrument.

The company has dispatched a notice to its partly paid shareholders requesting paymentof unpaid Allotment cum Final Call money. The notice was dispatched to total 487shareholders in respect of whose shares the amount was due. The said notice was dispatchedin the month of May 2017 in which shareholders were requested to pay unpaid amount ofAllotment cum Final Call money latest by 31.05.2017.

However in response to the above notice out of total 487 shareholders whose shares arepartly paid the company has received Allotment cum Final call money from only 25shareholders by 31.05.2017. Aggregate amount of Allotment cum Final Call money receivedfrom the said 25 shareholders was Rs. 43500/-

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) of the Companies Act 2013 the extract of Annual Returnin format MGT -9 [as specified in Section 92(3) read with Rule 12(1) of the Companies(Management and Administration) Rules 2014] for the Financial Year 2015-16 has beenannexed to this report.

BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING :

During the year under report Meetings of the Board of Directors of the Company wereheld on 06/ 04/2016 27/05/2016 05/08/2016 20/08/2016 05/11/2016 30/01/2017 and20/03/2017 and requisite quorum was present at the said meetings.

Further the Independent Directors' meeting was held on 20th March 2017 to review theperformance of non-independent directors and the Board as a whole; review the performanceof the Chairperson of the Company taking into account the views of executive directorsand nonexecutive directors and assess the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

BOARD S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Directorsbased on the information and representations received from the operating managementconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) the directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and are operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITOR AND AUDITORS' REPORT:

M/s. D. S. Varia&Co. Chartered Accountants (ICAI registration No. 111816W)Statutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting and are eligible for re-appointment. They have confirmed their eligibilityto the effect that their re-appointment if made would be within the prescribed limitsunder the Act and that they are not disqualified for re-appointment.

The Auditor's report does not contain any qualification or adverse remark except that"as the company has disposed off its entire plant and machineries i.e. substantialpart of its fixed assets in the earlier year the going concern status of the company isaffected." In reply to this qualification your management would like to explain thatthough the company has disposed off substantial part of its fixed assets in earlier yearsmanagement is planning to first maintain consistency in its operational activities andthen to grow it in gradual manner. Management perceives optimistic approach for the futuredeals of the company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed Nayna Parasmalji Chopra Practising Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark except non-appointmentof Internal Auditor.

In reply to the above qualification the board would like to inform that they haveappointed CA Hitesh Chauhan Proprietor of M/s. Hitesh Chauhan & Co. Jamnagar asinternal auditors of the company by passing a resolution at their meeting held on 6thJune 2017.

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS MADE:

During the year under report the Company has granted loan amounting to Rs.10000000/- in earlier years to M/s. Wealth Mine Networks Private Limited (formerlyknown as Shamaru Construction Private Limited) However the said transaction is within thelimits as specified in Section 186 (2) of the Companies Act 2013. Hence no approval fromthe shareholders in this regard was required. The said party is not related in anyway toany of the Directors or KMP of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 every company with net worth of Rs. 500 Croresor more OR an annual turnover of Rs.1000 Crores or more OR with a net profit of Rs. 5Crores or more is required to constitute a CSR Committee. Integrated Proteins Limiteddoes not fall in any of the above criteria during the year 2016-17. Therefore it is notrequired mandatorily to carry out any CSR activities or constitute any Committees underprovisions of Section 135 of the Act.

DETAILS OF BOARD OF DIRECTORS :

In terms of Section 152 (6) of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mrs. Neepa P. Kothari [DIN 02461588]Director retires by rotation and being eligible has offered herself for re- appointment.The Board recommends the same for your approval.

Further tenure of Mr. Arvindbhai K. Shah Chairman & Managing Director [DIN:00094647] has been expired on 16th July 2017 and subsequently the Board of Directors inits Meeting held on 17th July 2017 reappointed him with effect from 17th July 2017.Tenure of Shri Arvind K Shah as the Chairman & Managing Director will be for a periodof 5 (Five) years w.e.f. 17th July 2017 to 16th July 2022. However this reappointmentwas subject to the approval of Members at the ensuing Annual General Meeting. The Boardrecommends his re appointment for your approval.

As on 31st March 2016 Composition of Board of Directors was as follows : (on nextpage)

Sr No. Name Designation Category Director Identification Number (DIN) Date of Appointment
i Arvindbhai Kantilal Shah Chairman & Managing Director Executive 00094647 14/10/1992
2 Piyush Chimanlal Vora Director Executive 00296074 14/10/1992
3 Vinod Prabhulal Mehta Director Non Executive & Non Independent 00094718 29/04/1993
4 Chandrasinh Chattrabhuj Udeshi Director Non Executive & Independent 00057240 03/02/1994
5 Bhalchandra Hiralal Vyas Director Non Executive & Independent 01478375 20/08/2014
6 Vijaykumar Shamjibhai Dattani Director Non Executive & Independent 06913999 20/08/2014
7 Neepa Praful Kothari Director Non Executive & Non Independent 02461588 20/08/2015

COMMITTEES OF BOARD OF DIRECTORS :

1. AUDIT COMMITTEE :

The Audit Committee of Board of Directors comprises of following members :

Sr No. Name Status Category Director Identification Number (DIN)
1 Bhalchandra Hiralal Vyas Chairman Non Executive & Independent 01478375
2 Vijaykumar Shamjibhai Dattani Member Non Executive & Independent 06913999
3 Vinod Prabhulal Mehta Member Non Executive & Non Independent 00094718

During the year under report all the recommendations of the Audit Committee were dulyconsidered.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Audit Committee of Board of Directors comprises of following members:

Sr No. Name Status Category Director Identification Number (DIN)
1 Bhalchandra Hiralal Vyas Chairman Non Executive & Independent 01478375
2 Vijaykumar Shamjibhai Dattani Member Non Executive & Independent 06913999
3 Vinod Prabhulal Mehta Member Non Executive & Non Independent 00094718

3^ SHAREHOLDERS GRIEVANCE COMMITTEE:

The Audit Committee of Board of Directors comprises of following members:

Sr No. Name Status Category Director Identification Number (DIN)
1 Bhalchandra Hiralal Vyas Chairman Non Executive & Independent 01478375
2 Vijaykumar Shamjibhai Dattani Member Non Executive & Independent 06913999
3 Vinod Prabhulal Mehta Member Non Executive & Non Independent 00094718

DECLARATION OF INDEPENDENCEBY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director under section 149(7) of the Companies Act 2013 that he meets the criteria of independence laid down inSection 149 (6) of the Companies Act 2013. The Company has adopted the practice to takethe declaration of independence from all Independent Directors on his/her appointment/re-appointment and also in first meeting of the Board of Directors every year. All theseDirectors have agreed to inform the Board about any change in their status of independencein the very next board meeting after such change.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT NOMINATION REMUNERATION AND FORMALEVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act 2013 the Board has onthe recommendation of the Nomination & Remuneration Committee (erstwhile RemunerationCommittee) framed a policy for selection nomination appointment and remuneration of theBoard of Directors suitably containing the criteria determining qualifications positiveattributes and independence of a Director.

FORMAL ANNUAL EVALUAITON OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Shareholders Grievance committee

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not taken any significant step for conservation of energy during theyear under Report. However the Board is keen to develop a system for conservation ofenergy on continuous base. Further during the year under review there was no foreignearning or expenditure in the Company. There are no significant expenses on technologyabsorption during the year under Report.

PARTICULARS OF EMPLOYEES:

There are no employee in the Company drawing remuneration of more than Rs. 850000/-per month or 10200000/- per annum as prescribed in Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE :

Provisions relating to Corporate Governance as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to our company. FurtherCertificate regarding non applicability of Corporate Governance requirements from M/s. D.S. Varia & Co Chartered Accountants and the Statutory Auditors of the Company isannexed to this Report of Board of Directors.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March 2016 the Company doesn't have any Subsidiary Joint Venture orAssociate Companies.

RISK MANAGEMENT:

The Company has long been following the principle of risk minimization as is the normin every industry. The Board formally adopted steps for framing implementing andmonitoring the risk management plan for the Company. The main objective of this policy isto ensure sustainable business growth with stability and to promote a pro-active approachin reporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter- alia are: regulations competition business risk technology obsolescencelong-term investments and expansion of facilities. Business Risk inter-alia furtherincludes financial risk political risk fidelity risk legal risk. As a matter of policythese risks are assessed and steps as appropriate are taken to mitigate the same.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.integratedproteins.com.

APPOINTMENT OF CHIEF FINANCIAL OFFICER:

The Board of Directors appointed Mr. Pravinkumar N. Sheth as Chief Financial officerof the company by passing a resolution at their meeting held on 20th March 2017.

OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT 2013 AND RULESMADE THEREUNDER:

1. There have been no material changes/commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report;

2. During the year under report the company has not entered in to transactions withrelated parties under section 188 of the Companies Act 2013.

3. During the year under review the company has not accepted the deposit from thepublic under section 73 to 76 of the Companies Act 2013 and the Rules made there under.

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

5. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

6. There has been no instance of any revision in the Board's Report or the financialstatement hence disclosure under Section 131(1) of the Act.

7. The Company has not issued any shares to any employee under any specific schemeand hence disclosures under Section 67(3) are not required to be made.

8. The company does not pay any remuneration to any of its directors and hencedisclosure of ratio of remuneration of each director under section 197(12) is not requiredto be made.

9. The Company has not paid any commission to any of its Directors and hence provisionof disclosure of commission paid to any Director as mentioned in Section 197(14) is notapplicable.

10. The Company has not issued (a) any share with differential voting rights (b) sweatequity shares (c) shares under any Employee Stock Option Scheme and hence no disclosuresare required to be made as per the Companies (Share Capital and Debentures) Rules 2014

11. The Central Government has not prescribed the maintenance of cost records by theCompany under Section 148 (1) of the Companies Act 2013 for any of its products.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to bankers employees of theCompany for their sincere efforts for the Company.

Date : 10/08/2017 By order of the Board of Directors
Place : Jamnagar For INTEGRATED PROTEINS LIMITED
O
(ARVIND K. SHAH)
Chairman & Managing Director
DIN : 00094647