Integra Engineering India Limited
Post Box No. 55 Chandrapura Village
Taluka Halol Panchmahal-389350 Gujarat.
Your Directors are pleased to present their Thirty Fifth Board's Report together withthe Audited Financial Statements for the year ended on March 31 2017
1. Financial summary or highlights of performance of the Company:
(Amount in Rs 000)
|Particulars ||Current year ||Previous year |
| ||2016-2017 ||2015 - 2016 |
|Total Sales & Other Income ||354989 ||287534 |
|Profit before Finance Cost Depreciation Extraordinary items & Taxes ||37714 ||28197 |
|Less: Finance Cost ||280 ||1283 |
|Less: Depreciation & Amortization ||8135 ||7603 |
|Profit / (Loss) before Prior Period items and Tax ||29299 ||19311 |
|Add: Exceptional and Extra Ordinary Items ||NIL ||NIL |
|Profit / (Loss) Before Tax ||29299 ||19311 |
|Tax Expenses ||8416 ||6293 |
|Profit / (Loss) After Tax ||20883 ||13018 |
|Balance brought forward from previous year ||35416 ||22398 |
|Profit available for appropriation ||56299 ||35416 |
|Appropriation : issue of bonus shares ||NIL ||NIL |
|Balance carried to Balance Sheet ||56299 ||35416 |
|Paid up capital ||158245 ||158245 |
|Reserves and Surplus ||114156 ||93273 |
During the year your Company has been accredited with ISO 9001:2015 certification. Allsignificant accounting policies and material transactions have been disclosed in notes onaccounts to the Balance Sheet as on 31st of March 2017.
In view of the need to conserve the resources of the Company the Directors of theCompany do not recommend dividend for the year.
The Company proposes to carry Rs 20883000 to the Reserves from net profits of Rs20883000. All the Requirements as laid down in Companies Act 2013 and Rules madethereunder are complied with.
4. Brief description of the Company's working during the year/State of Company'saffair:
Total Revenue from Operation (net of excise duty) during the financial year 2016-17 isRs 353356000 (Previous Year Rs 290855000) showing an increase of 21.5% over theprevious year.
During the coming year more focus will be put on increaseing operational efficiency andincreasing turnover.
5. Change in the nature of business:
There was no change in the nature of business during the financial year 2016-17.
6. Material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of report: No material changes occurredsubsequent to the close of the financial year of the Company to which the balance sheetrelates and the date of the report.
7. Details of significant and material orders passed by the Regulators or courtsor tribunals impacting the going concern status and company's operations in future:
No significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the financialyear and or subsequent to the close of the financial year of the Company to which thebalance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements
The Company has appointed an internal auditor for adequacy of internal financialcontrols and your Board has taken adequate care for financial control.
9. Performance and financial position of each of the subsidiaries associatesand joint venture Companies:
There is one associate and one holding company of "Integra Engineering IndiaLimited". However as par Secton 129 of the Companies Act 2013 there is oneexplanation wherein expression of subsidiary companies includes associate companies.Therefore as per section 2(87) of the Companies Act 2013 M/s. "Integra SystemsPrivate Limited" is not considered as Subsidiary Company because it is a associateCompany of "Integra Engineering India Limited" but as per Section 129 Companyis required to provide consolidated statements alongwith Form AOC-1 which is attachedafter the conclusion of financial statements.
Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore details relating to deposits covered under ChapterV of the Act is not applicable
11. Share Capital:
During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.
12. Extract of Annual Return:
The extract of the annual return in Form No. MGT - 9 forming part of the Board's reportis attached herewith as Annexure-A. 13. Conservation of energy technology absorptionand foreign exchange earnings and outgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith
14. Corporate Social Responsibility (CSR):
Since the Company's net worth does not exceed Rs 500 crores or Company's turnover doesnot exceed Rs 1000 crores and the Company's net profit does not exceed Rs 5 crore for anyfinancial year the provisions of section 135 of the Companies Act 2013 are notapplicable.
A) Changes in Directors and Key Managerial Personnel
Changes in Directors and Key Managerial Personnel during the financial year 2016-17 areas follows:
|Sr. No. ||Name of Director/Key Managerial Personnel ||Designation ||Category ||Date of Appointment ||Date of Cessation |
|1 ||Satish Parekh [DIN: 01761679] ||Non Executive Director ||Non Promoter Group ||30.05.2016 ||11.05.2017 |
|2 ||Utkarsh Pundlik ||Chief Executive Officer ||N.A. ||01.09.2016 ||N.A. |
B) Declaration by an Independent Director(s):
A declaration by Mr. Shalin Divatia Mr. Rahul Divan Mr. Bhargav Patel and Mr.Mahendra Sanghvi Independent Directors that they meet the criteria of independence asprovided in subsection (6) of Section 149 of the Companies Act 2013 have been given.
The Board of Directors declares that the Independent Directors Mr. Shalin Divatia Mr.Rahul Divan Mr. Bhargav Patel and Mr. Mahendra Sanghvi in the opinion of the Board are:
a) persons of integrity and they possess relevant expertise and experience;
b) not a promoter of the Company or its holding subsidiary or associate company;
c) not related to promoters or directors of the company or its holding subsidiary orassociate company;
d) have/had no pecuniary relationship with the company its holding or subsidiary orassociate company or promoters or directors of the said companies during the twoimmediately preceding financial years or during the current financial year;
e) none of their relatives have or had pecuniary relationship or transactions with thecompany its holding subsidiary or associate company or promoters or directors of thesaid companies amounting to two percent or more of its gross turnover or total income orfifty lakh rupees whichever is lower during the two immediately preceding financial yearsor during the current financial year;
f) neither they nor any of their relatives -
i. hold or have held the position of a key managerial personnel or are or have beenemployees of the Company or its holding subsidiary associate company in any of the threefinancial years immediately preceding the current financial year.
ii. are or had been employee or proprietor or a partner in any of the three financialyears immediately preceding the current financial year of
a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company or b) any legal orconsulting firm that has or had any transaction with the company its holding subsidiaryor associate company amounting to ten percent or more of gross turnover of the said firm;
iii) hold together with their relatives two percent or more of the total voting powerof the company or
iv) is a Chief Executive or director of any non-profit organization that receivestwenty-five percent or more of its receipts from the company any of the promoters ordirectors of the company or its holding subsidiary or associate company or that holds twopercent or more of the total voting powers of the company;
g) possess qualifications prescribed in Rule 5 of The Companies (Appointment andQualification of Directors) Rules 2014.
C) Formal Annual Evaluation.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors. The Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its committee. The Board of Directors hasexpressed their satisfaction with the evaluation process.
A calender of Meetings is prepared and circulated in advance to the Directors.
During this year four Board and five Audit Committee Meetings were convened and heldthe details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed underCompanies Act 2013 and the Securities Exchnage Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the erstwhile Listing Agreement.
Statement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual directors has beengiven in the Report of Corporate Governance.
17. Details of establishment of whistle blower policy for directors and employees
The Company has framed a whistle blower policy in terms of Companies Act 2013 and thesame may be accessed on the Company's website. Every employee of the Company can directlyreport to the Chairman of the Audit Committee when she / he become aware of any actual orpossible violation of the Code or an event of misconduct act of misdemeanor or act not inthe company's interest.
18. Particulars of loans given guarantees given investments made and securitiesprovided
Details of loans gaurantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note 12 to the Financial Statements.
19. Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties are given in Form AOC-2enclosed as (Annexure-C).
20. Managerial Remuneration
Disclosures pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-D).
M/s. K. C. Mehta & Co. Chartered Accountants bearing FRN: 106237W the StatutoryAuditors of the Company hold office until the conclusion of the ensuing 35th AnnualGeneral Meeting and are recommended for reappointment until the conclusion of the 38thAnnual General Meeting of the Company subject to ratification of members. Based upon thedeclaration on their eligibility consent and terms of engagement your Directors proposetheir re-appointment in the 35th Annual General Meeting of the Company.
M/s. Shah and Shah Associates Chartered Accountants Vadodara have been appointed asInternal Auditors of the Company in terms of Section 138 of the Companies Act 2013 andrules & recognition made thereunder for the Financial Year 2017-18 by the Board ofDirectors upon recommendation of the Audit Committee.
M/s. Devesh Vimal & Co. Company Secretaries in practice based in VadodaraGujarat were appointed as Secretarial Auditors to carry out Secretarial Audit of theCompany In terms of provisions of Section 204 of the Companies Act 2013 a SecretarialAudit Report has been annexed to this Report with (Annexure - E) Explanation orComments on disqualifications reservations adverse remarks or disclaimers in theAuditor's Reports;
There have been no disqualifications reservations adverse remarks or disclaimers inthe Statutory Auditor's reports requiring explanation or comments by the Board.
There have been no disqualifications reservations adverse remarks or disclaimers inthe Secretarial Auditor's reports requiring explanation or comments by the Board.
22. Corporate Governance Report
The Company has been following the principles and practices of good CorporateGovernance and has ensured compliance of the requirements stipulated under Regulation 34of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
A detailed report on Corporate Governance as required under Regulation 34 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended alongwith the Corporate Governance Report issued by M/s.Devesh Vimal & Co. Company Secretaries Vadodara Gujarat the Secretarial Auditorsconfirming the compliance of conditions on Corporate Governance forms part of the BoardReport with (Annexure-F).
23. Management Discussion and Analysis Report
A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Report and it deals with the BusinessOperations and Financial Performance Research & Development Expansion &Diversification Risk Management Marketing Strategy Safety & Environment HumanResource Development etc. in (Annexure - G).
24. Risk management
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
25. Directors' Responsibility Statement
Your Directors make the following statements in terms of Section 134(3) (c) of theCompanies Act 2013:
a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d) that the directors had prepared the annual accounts on a going concern basis; and
e) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
26. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rule thereunder. Allemployees (permanent contractual temporary trainees) are covered under the said policy.Internal Complaints Committee has also been set up to redress complaints received onsexual harassment.
No Complaint has been received by the Committee during the year.
27. Directors Training & Familiarization
The Directors are regularly informed during the meetings of the Board and theCommittees of the activities of the Company its operations and issues facing theEngineering Industry. Considering the long assosciation of the Directors with the Companyand their seniority and expertise in their respective areas of specialisation andknowledge of the engineering industry their training and familiarization were conductedin the below mentioned areas: The Roles Rights Responsibilities and Duties ofIndependent Directors
Business Development Strategy and Plans
Changes brought in by the introduction of the Securities Exchange Board of India(Prohibition of Insider Trading) Regulations 2015
New SEBI Regime - Securities Exchange Board of India (Listing Obligations andDisclosure Requirements)
28. Audit Committee
The Audit Committee of the Board consists of Four Independent and One Non-ExecutiveDirector. The composition role terms of reference as well as power of the AuditCommittee are in accordance with the provisions of Regulation 18 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 177 of the Companies Act 2013 and rules / regulations made thereunder.
Audit Committee Composition during F.Y. 2016-17
|Name of the Director ||Category ||Status |
|Mr. Shalin Divatia ||Independent Director ||Chairman |
|Mr. Rahul Divan ||Independent Director ||Member |
|Ms. Corinne Raez ||Non-Executive Director ||Member |
|Mr. Bhargav Patel ||Independent Director ||Member |
|Mr. Mahendra Sanghvi ||Independent Director ||Member |
The details of all related party transactions are placed periodically before the AuditCommittee. All the recommendations made by the Audit Committee were accepted by the Board.The Company has in place a Vigil Mechnanism; details of which are available on theCompany's website.
29. Nomination and Remuneration Policy
Your Board has adopted has adopted a Nomination and Remuneration Policy as required bySection 178 of the Companies Act 2013 The Policy provides for the appointment andremoval of Directors Key Mangerial Personnel and Senior Management employees and theirremuneration. The terms of reference of the Nomination and Remuneration Committee aregiven in the Report on Corporate Governance under the section "Nomination andRemuneration Committee".
On March 31st 2017 the Board consists of seven members three of whom areNon-Executive and four are Independent Directors.
30. Nomination and Remuneration Committee
In compliance with Section 178 of the Copanies Act 2013 Your Company has in place a"Nomination and Remuneration Committee".
The powers role and terms of reference of the Nomination and Remuneration Committeecovers the areas as contemplated under Regulation 19 of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 178 of theCompanies Act 2013 and rules and regulations made thereunder besides other terms asmay be referred by the Board of Directors. The terms of reference of the Nomination andRemuneration Committee number and dates of meeting held attendance of the Directors andremuneration paid to them are given separately in the attached Corporate Governance Reportunder the section "Committees of the Board".
31. Orders passed by the Regulators or Courts or the Tribunals
There are no significant and material orders passed by the Regulators or Courts orTribunals that may impact the going concern status of the Company's operation.
Your Directors express their gratitude to INTEGRA Holding AG Switzerland for itssupport.
Your Directors would also like to express their gratitude for the assitance andco-operation received from Banks Government Authorities valuable customers vendors andthe members of the Company for their continued support and also extend their appreciationto the employees of the Company at all levels for their unstinted commitment dedicationand team work.
FOR AND ON BEHALF OF THE BOARD
INTEGRA Engineering India Limited
Chairman & Non-Executive Director
Place : Halol
Date: May 11 2017