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Integra Switchgear Ltd.

BSE: 517423 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Integra Switchgear Ltd
NSE 05:30 | 01 Jan Integra Switchgear Ltd

Integra Switchgear Ltd. (INTEGRASWITCH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 23rd Annual Report on the business andoperations of the Company andthe accountsfor the FinancialYear ended March 312015.

1. Financialsummary or highlights/Performance ofthe Company

FINANCIAL RESULTS:

The financial results for the year as under: (Rupees in Lacs)

Particular Yea r ended 31.03.2015 Year ended 31.03.2014
Sales & Other Income!11 1.43
Profit before Depreciation(11.04K8.65)
Less:DepreciationNILNILProfit/Loss of the year(11.04)(8.65)
Less: Provision for Taxation NIL NIL
Provision for Deferred Tax NIL NIL
Profit/Loss After Tax (11.04) (8.65)
Balance brought forward from previous year (135.21) (126.56)
Balance carried forward to Balance Sheet (146.25) (135.21)

2. Dividend

Your Board does not recommend any dividendfor the financial year 2014-15.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2014-15.

4. Brief description of the Company's working during the year/State of Company'saffair

Total turnover during the year 2014-15 decreased by Rs.0.32 Lacs (23.19 %) compare toprevious year 2013-14 and there is loss of Rs.11.04 Lacs during the year 2014-15 againstloss of Rs.8.65 Lacs in previous year 2013-14.

5. Change inthe nature of business if any There is nochange inthe nature of businessduringthe financial year 2014-15.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company o t whichthe financial statements relate andthe date ofthe 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 courts ortribunals impactingthe going concernstatus andcompany's operations infuture

No significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations infuture during thefinancialyear and or subsequent to the close of the financial year of the Company to which thebalance sheetrelates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies Your Company hasnoSubsidiary/JointVentures/Associate Companies duringthe year.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included inthe consolidated financial statement Your Company hasno Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has accepted unsecured loan of Rs.2453000 from the Director of theCompany during the year and there was no deposit atthe beginning of the year.

12. Statutory Auditors

M/s. D. C. Parikh & Co. Chartered Accountants Auditors of the Company retire atthe ensuingAnnual General Meeting and areeligible for reappointment.

The Company has obtained a letter of consent and also a certificate under section 139and 141 of the Companies Act 2013 from the Auditors to the effect that theirappointment if made would bewithin the limits prescribed in the said section.

13. Auditors'Report

The observations of the Auditors are explained wherever necessary in an appropriatenotes to the Audited Statement of Accounts. One qualification has been made by theauditor intheir auditors' reportforthe year 2014-15 as under: Qualification: Non provisionof depreciation onfixed assets for the company of Rs.6.41 Lac. Reply: Dueto loss theCompany has not provided depreciation.

14. Share Capital

During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.

15. Extract of theAnnual Return

The extract of the annual return in Form No. MGT- 9 forming part of the Board's reportis attached herewith as (Annexure-E)

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

As net worth of the Company is below rupees five hundred crore or turnover is belowrupees one thousand crore or a net profit is below rupees five crore during the precedingfinancial year ended on 31st March2014 section 135 of the Companies Act2013 is notapplicable andtherefore the Company has not spent anysumtowards Corporate SocialResponsibility during thefinancialyear 2014-15.

18. Directors

A) Changes in Directors andKey Managerial Personnel Your Company has appointed Mrs.Sheetal Rajan Shah as an additional independent Director duringtheyear.

Your Company has receiveda notice under section 160(1) ofthe CompaniesAct2013frommembers of the Company proposing to appoint Mrs.Sheetal Rajan Shah as an IndependentDirector ofthe Company andtoappoint Mrs. Mayuri PankajVora as Directorof the Company attheensuing annual general meeting ofthe Company.

Shri Jagesh Mahendrabhai Doshi (DIN 00259347) retire by rotation at the ensuing annualgeneral meeting and being eligible offered himself for re-appointment as IndependentDirector.

Shri Haresh Dalichand Shah (DIN 00263114) retires by rotation at the ensuing annualgeneral meeting and expressed his unwillingness for re-appointment as Director andtherefore hewill cease to bea Director ofthe Company at theAnnual General Meeting. Mrs.Mayuri Pankaj Vora is proposed to be appointed as Director of the Company in his place atthe ensuing annual general meeting ofthe Company.

Mr. MayurJamnadas Vora has resignedas Directorofthe Companyforpersonal reason andtheBoard of Directors hasaccepted his resignation with effect from 15mJuly2015.

B) Declaration byanIndependent Director(s) andre-appointment if any1. A declaration byMrs.Sheetal Rajan Shah and Mr.Jagesh Mahendrabhai Doshi Independent Directors that theymeet the criteria of independence as provided in subsection (6) of Section 149 of theCompaniesAct 2013 have been given and the same have beendisplayed onCompany's website.

The Board of Directors declare that the Independent Directors Mrs. Sheetal RajanShahand Mr.Jagesh Mahendrabhai Doshi intheopinionofthe Boardare:

a) persons of integrity andthey possess relevant expertise and experience;

b) notapromoter ofthe Company or its holding subsidiary orassociate 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 precedingfinancial years or duringthe 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 director of the saidcompanies amounting to two percent or more of its gross turnover or total income or fiftylakh rupees whichever is lower during the two immediately preceding financial yearsorduringthe currentfinancialyear;

f) neither they or anyof their relatives-i. hold or have held the position of a keymanagerial personnel or are or have been employees of the Company or its holdingsubsidiary associate company in any of the three financialyears immediately preceding thecurrent financial year ii. are or had been employee or proprietor or a partner in any ofthethree financial years immediately precedingthe 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 or consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten percent or more of grossturnover of the saidfirm;

iii) do not hold together with their relatives two percent or more of thetota votingpower of the company or

iv) not a Chief Executive or director of any non-profit organization thatreceivestwenty-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 (AppointmentandQualification of Directors) Rules 2014.

Mrs. Sheetal Rajan Shah and Mr.Jagesh Mahendrabhai Doshi are eligible for reappointmentat the ensuing annual general meeting.

Details of director seeking re-appointment as per clause 49 of listing agreement withthe Bombay stock exchange is attached herewith (Annexure- F)

C) FormalAnnual 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.

In evaluating the suitability of individual Board members the Committee may take intoaccountfactors such as:

i. General understanding ofthe Company's business;

ii. Educational background andexperience:

iii. Personal and professional ethics integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

19. Number of meetings ofthe Board of Directors

During the year from 1stApril 2014to 31st March 2015the Board of Directors met fivetimes onthefollowingdates:

Date Board Strength No. of Directors Present
1 30-05-2014 5 3
2 12-08-2014 5 5
3 14-11-2014 5 4
4 13-02-2015 5 5
5 30-03-2015 5 5

20. Audit Committee

Audit Committee comprising of the following Directors of the Board re-constituted on30.03.2015:

Name of Director Status
1. Mrs.Sheetal Rajan Shah Independent Director
2. Shri Haresh D.Shah Non-Executiv eDirector
3. Shri.JageshM. Doshi Independen t Director

Audit committee meetings were held on 30.05.2014 12.08.2014 14.11.2014 and

13.02.2015.

21. Detailsofestablishment ofvigilmechanismfor directorsand employees

Nomination and Remuneration Committee comprising of the following Directors of the

Board re-constituted on 30.03.2015:

Name of Director Status
1. Mrs. SheetalRajan Shah Independent Director
2. Shri Haresh D.Shah Non-Executive Director
3. Shri. Jagesh M. Doshi Independent Director

22. Nominationand Remuneration Committee

Nomination and Remuneration Committee comprising of the following Directors of theBoard re-constituted on30.03.2015:

Name of Director Status
1. Mrs.SheetalRajan Shah Independent Director
2. ShriHaresh D.Shah Non-Executive Director
3. Shri. Jagesh M. Doshi Independent Director

The policyformulated bynominationandremuneration committee:

The Company follows a market linked remuneration policy which is aimed at enabling theCompany to attract and retain the best talent. The Company does not have an EmployeesStock

Option Policy.

The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/Independent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with the performance of individual andgroup and also maintains a balance between both short and long term objectives ofthecompany.

No Remuneration committee meeting was held during the year ended 31st March 2015.

23. Particulars of loans guarantees or investments under section 186

The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate except loan to employees of the Company as per Company's policyfor employees.

24. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related partyreferred to in sub-section (1) of section 188 of the CompaniesAct 2013.

Form No. AOC -2 regarding transactions under section 188 of the Companies Act 2013 isenclosed herewith (Annexure-B).

25. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1)5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 areenclosed herewith (Annexure-C).

26. SecretarialAudit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act2013 givenby M/s.Dinesh Mehta & Co.a company secretary in practice enclosed herewith(Annexure-D). i) The Company has not appointed key managerial personnel as required undersection 203 of the CompaniesAct2013. ii) Form MGT-14 wasfiledafter due date withadditional fee. iii) The Company has not dematerialised its shares.

Explanation:

i) The Company is financially not strong enough that can bear expenses of salary of keymanagerial personnel and therefore not appointed key managerial personnel. As soon as theCompany's financial position improves the company will appoint key managerial personnel.

ii) Form MGT-14 and DIR-12 under the Companies Act2013 was filed after due date withadditional feethrough oversight.

iii) The Company is financially not strong enough that can bear expenses for the fee ofdepository participants and share transfer agent for dematerialising its shares. As soonas the Company's financial position improves the company will dematerialise its shares.

27. Corporate Governance Certificate

The Compliance certificate from M/s. Dinesh Mehta & Co. a company secretary inpractice regarding compliance of conditions of corporate governance as stipulated inClause 49 of the Listing agreement has been annexed with corporate governance report.

28. Risk management policy n I today's economic environment Risk Management is a veryimportant part of business.

The main aim of risk management is to identify monitor and take precautionary measuresin respect of the events that may pose risks for the business. Your Company's riskmanagement is embedded in the business processes. Your company has identified thefollowing risks:

Key Risk Commodity Price Risk Impact to Integra Switchgear Ltd Mitigation Plans
Risk of price fluctuation on basic raw materials used in the process of manufacturing The Company commands business relationship with the buyers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways.
Uncertain global economic environment - slow growth in global economy Impact on demand The Company has potentiality in domestic market.
Interest Rate Risk Any increase in interest rate can affect the finance cost We have enough funds to meet the need arises.
Interest Rate Risk Your Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Attritionand non-availability of the required talent resource can affect the overall performance of the Company By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent we do not anticipate any major issue for the coming years.
Competition Risk Every company is always exposed to competition risk. By continuous efforts to enhance the brand image of the Company by focusing on quality cost timely delivery and customer service.
Compliance Risk - Increasing regulatory Requirements. Any default can attract penal provisions By regularly monitoring and review of changes in regulatory framework.
Industrial Safety Employee Health and Safety Risk The electrical engineering industry is exposed to accidents and injury risk due o t human negligence. By development and implementation of critical safety standards across the various departments of the factory establishing training need identi- fication at each level of employee.

29. Directors' Responsibility Statement

Your Directors state that-

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 andofthe profit and loss ofthe company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls areadequate and were operatingeffectively

f . the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

30. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal)Act 2013:

The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the Director. All employees(permanent contractual temporary trainees) are covered under the policy. There was nocompliant received from any employee during the financial year 2014-15 and hence nocomplaint is outstanding as on 31.03.2015 for redressal.

31. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India and all other statutory and non-statutory agencies for theircooperation.

The Board of Directors also wish to place on record their gratitude and appreciation tothe membersfortheir trust and confidence shown inthe Company.

The Board of Directors would like to especially thank all the employees of the Cpmpanyfor their dedication and loyalty.

Dated: 11th July 2015

Place: Regd. Office By Order of the Board of Directors
10 GIDC PorRamangamdi
Dist.Vadodara-391243
Pankaj Jamnadas Vora
Director
DIN:00259241

ANNEXURE-A

Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Income andOutgo as per rule 8(3) ofthe Companies (Accounts) Rules2014: (A)Conservation of energy:

(i) the steps taken or impact on conservation of energy; NIL
(ii) the steps taken bythe company for utilisingalternate sources of energy; NIL
(iii) the capital investment on energy conservation equipments;NIL
(B) Technology absorption:
(i) the efforts made towards technology absorption :N. A
(ii) the benefits derived like product improvement cost reduction product development or import substitution : N.A
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- :N.A .
(a) the details of technology imported :N.A .
(b) the year of import :N.A .
(c) whether the technology been fully absorbed :N.A .
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof : N.A.
(iv) the expenditure incurred on Research and Development : N.A.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

Current Year Previous Year
(2014-15) (2013-14)
Total foreign exchange used NIL NIL
Total foreign exchange earned NIL NIL

ANNEXURE-B

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act2013including certain arm's lengthtransactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis: NOT APPLICABLE

(a) Name(s) ofthe related party and nature of relationship: (b) Nature ofcontracts/arrangements/transactions:

(c) Duration of the contracts/ arrangements/transactions:

(d) Salient term sof the contract so rarrangements or transactions including thevalueif any: (e) Justification for entering into such contracts or arrangements ortransactions:

(f) date(s) of approval bythe Board: (g) Amount paid asadvances ifany:

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188:

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

NOTAPPLICABLE

(a) Name(s) ofthe related party and nature of relationship: (b) Nature ofcontracts/arrangements/transactions: (c) Duration ofthe contracts /arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the valueifany:

(e) date of approval by the Board:

(f) Amount paid as advances ifany: Noadvance is paid.

Note: Form shall besigned bythe persons who have signed the Board's report.

Dated : 11thJuly2015
Place : Regd. Office By Order of the Board of Directors
10 GIDC Por Ramangamdi
Dist. Vadodara - 391 243
Pankaj Jamnadas Vora
Director
DIN: 00259241