Integra Engineering India Limited
Your Directors are pleased to present their Fortieth Board's Reporttogether with the Audited Financial Statements for the year ended on 31st March 2022.
1. The state of the Company's Affairs including Financial summary/highlights
(Amount Rs. in lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Total Sales & Other Income ||10503.44 ||6485.62 ||10503.44 ||6485.62 |
|Profit before Finance Cost Depreciation and Taxes ||1600.70 ||995.37 ||1600.70 ||995.38 |
|(Less): Finance Cost ||(99.44) ||(71.23) ||(99.44) ||(71.23) |
|(Less): Depreciation & Amortization ||(166.37) ||(153.40) ||(166.37) ||(153.40) |
|Profit before Taxes ||1334.89 ||770.74 ||1334.89 ||770.74 |
|(Less): Tax Expenses ||(424.63) ||(230.10) ||(424.63) ||(230.10) |
|Profit for the year ||910.26 ||540.64 ||910.26 ||540.64 |
|Other Comprehensive Income ||(9.95) ||1.98 ||(9.95) ||1.98 |
|Total Comprehensive Income ||900.31 ||542.62 ||900.31 ||542.62 |
All significant accounting policies and material transactions have beendisclosed in notes on accounts to the financial statement as on 31st of March 2022.
In view of the need to conserve the resources of the Company and inneed of further capital investment into the infrastructure to support the growth of thecompany Directors of the Company do not recommend dividend for the year.
The Company is not required to transfer any amount to its reserve.Hence no amount is transferred to reserves during the year under review.
4. Report of frauds:
There have been no instances of fraud reported by the Auditors undersection 143(12) of the Act and rules framed there under either to the Coampny or to theCentral Government.
5. Change in the nature of business
There was no change in the nature of business during the year underreview.
6. Material changes and 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 report
No material changes occurred subsequent to the close of the financialyear of the Company to which the financial statement relates and the date of the report.
7. Details of significant and material orders passed by the Regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture
No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in futureduring the financial year.
8. Details in respect of adequacy of internal financial controls withreference to the financial statements
The Company has appointed the internal auditor for ensuring adequacy ofinternal financial controls and your Board has taken adequate care for financial control.
9. Performance and financial position of each of the subsidiariesassociates and joint venture Companies
No Company has become or ceased to be subsidiary/Jointventure/Associate Company of the Company during the year. However the Company has oneassociate Company i.e. "Integra Systems Private Limited". Form AOC-1 in thisregards is attached at the end of financial statements.
The Company has neither accepted nor renewed any deposit within themeaning of the Companies (Acceptance of Deposits) Rules 2014.
11. Share Capital:
During the year under review the Company has not issued anysecurities.
The Company has one Employee Stock Option Scheme viz IntegraEngineering India Employees' Stock Option Plan 2015 which was approved by the Membersby a special resolution at their Thirty Third Annual General Meeting held on 12th August2015.
During the financial year 2021-22 there were no material changes inthe Employee Stock Option Plan of the Company. The Scheme is in compliance with the SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 as wellas prevailing Regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014 readwith SEBI circular dated 16th June 2015.
The Company has received a certificate from M/s. Pantomath CapitalAdvisors (P) Ltd. that Integra Engineering India Employees' Stock Option Plan 2015 havebeen implemented in accordance with the SEBI Regulations and the resolution passed by theMembers in their general meeting. The certificate would be placed at the ensuing AnnualGeneral Meeting for inspection by the Members.
The Company had received in-principle approval from BSE on 13thNovember 2017.
Nomination and Remuneration Committee constituted by the Board ofDirectors of the Company has at its meeting held on 22nd August 2017 granted under the"Integra Engineering India Employees Stock Option Plan 2015" 180000 (One laceighty thousand) Stock Options representing an equal number of equity shares of face valueof Rs. 1/- each in the Company at an exercise price of 36. However so far no employeehas excercised the same.
The Board of Directors would like to inform that there is no materialchange in the Integra Engineering India Employees' Stock Option Plan 2015 as perRegulation 14 Securities And Exchange Board Of India (Share Based Employee Benefits AndSweat Equity) Regulations 2021. Relevant applicable details mentioned under Part F ofSchedule I of Securities And Exchange Board Of India (Share Based Employee Benefits AndSweat Equity) Regulations 2021 are available on the website of the Companywww.integraengineering.in
12. Extract of Annual Return
Annual Return as required under Setion 92(3) read with Section134(3)(a) of the Companies Act 2013 ('the Act') is available at
13. Conservation of energy technology absorption and foreign exchangeearnings and outgo
The details of conservation of energy technology absorption foreignexchange earnings and outgo are attached herewith as Annexure-A.
14. Corporate Social Responsibility (CSR)
The Corporate Social Responsibility (CSR) Committee constituted interms of the provisions of Section 135(1) of the Act reviewed and adopted CSR policyaligned with the activites specified in Schedule VII of the Act.
The amount required to be spent on CSR activities during the year underreview in accordance with Section 135 of the Act worked out to be Rs. 16.77 lakhs for theyear 2021-22. As againt that the Company has spent Rs.16.78 lakhs during the financialyear.
The requisite details on CSR activities pursuant to section 135 of theAct read with the companies (CSR Policy) Rules 2014 are attached as Annexure - B.
A) Details of Appointment/resignation of Directors and Key ManagerialPersonnel
Mrs. Corinne Ruckstuhl was reappointed as a Retiring Director by themembers at their 39th Annual General Meeting held on 20th July 2021. There was no otherchange in the Directors.
Mr. Utkarsh Pundlik Chief Executive Officer left us unexpectedly forheavenly abode on 4th September 2021. The board expresses its gratitude for his visionaryleadership and efforts to develop and grow the company. Soon after his sad demise theBoard had decided to authorise Mr. Bhavin Kariya to handle the business operations on 9thSeptember 2021 and he has been designated the Chief Financial Officer Business Incharge.
Considering his long association with the Company and his understandingof the Industry as well as Business the Board has appointed Mr. Bhavin Kariya as ChiefExecutive Officer of the Company with effect from 5th February 2022.
The vacancy caused due to promotion of Mr. Bhavin Kariya from ChiefFinancial Officer to Chief Executive Officer was filled up by the appointment of Mr.Kunal Thakrar as Chief Financial Officer with effect from 9th February 2022.
B) Reappointment of Independent Directors
Mr. Shalin Divatia Mr. Rahul Divan and Mr. Bhargav Patel werereappointed as independent Directors of the Company on 29th March 2020 and Mr. MahendraSanghvi was reappointed as Independent Director on 11th June 2020 for a term of 5consecutive years on the Board of the Company in terms of Section 149(10) of the Act.
C) Statement on declaration given by independent directors underSection 149(6) Of the Act
The Board of Directors hereby declares that all the independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under Section 149(6) of the
D) Statement with regards to integrity expertise and experience ofindependent directors
Your Directors are of the opinion that the Independent Directors of theCompany are of high integrity and suitable expertise as well as experience (includingproficiency).
E) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of theBoard its Committees and individual Directors which include 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 committees. The Board of Directors hasexpressed their satisfaction with the evaluation process.
A calendar of Meetings is prepared and circulated in advance to theDirectors.
During this year eight Board and four audit committee meetings wereconvened and held the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the periodprescribed under The Companies Act 2013 and The Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015[LODR].
Statement indicating the manner in which formal annual evaluation hasbeen made by the Board of its own performance and that of its committees and individualdirectors has been given in the Report of Corporate Governance.
17. Details of establishment of vigil mechanism for directors andemployees
The Company has framed vigil mechanism in terms of The CompaniesAct 2013 read with Regulation 22 of LODR and the same may be accessed on the Company'swebsite. Further every employee of the Company can directly report to the Chairman of theAudit Committee when she / he becomes aware of any actual or possible violation of theCode or an event of misconduct act of misdemeanor or act not in the Company's interest.
18. Particulars of loans given guarantees given investments made andsecurities provided
Details of loans gaurantees and investments are within the limit ofthe provisions of Section 186 of The Act as appearing in the Note 7 and Note 15 to thefinancial statements.
19. Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties in FormAOC-2 are enclosed as per Annexure-C.
20. Managerial Remuneration
Disclosures pursuant to Section 197(12) of The Companies Act 2013 readwith Rule 5(1) 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are enclosed herewith as per Annexure-D.
M/s. CNK & Associates LLP Chartered Accountants have beenappointed as Statutory Auditors of the Company from the conclusion of the 38th AnnualGeneral Meeting to hold office upto the conclusion of 43rd Annual General Meeting.
M/s. Shah and Shah Associates Chartered Accountants Vadodara havebeen appointed as Internal Auditors of the Company in terms of Section 138 of TheCompanies Act 2013 and rules framed thereunder for the Financial Year 2022-23 by theBoard of Directors upon recommendation of the Audit Committee.
M/s. Devesh Pathak & Associates Practising Company SecretariesVadodara Gujarat were appointed as Secretarial Auditors to carry out Secretarial Auditof the Company as per provisions of Section 204 of The Companies Act 2013 and issue ofAnuual Secretarial Compliance certificate pursuant to Regulation 24A of LODR. TheSecretarial Audit Report and Annual Secretarial Compliance Report have been annexed tothis Report as per Anuual Annexure- E & F respectively.
Explanation or Comments on disqualifications reservationsadverse remarks or disclaimers in the Auditor's Reports;
Neither the Statutory Auditors nor the Secretarial Auditors of theCompany in their respective draft reports have made any qualifications reservationsadverse remarks or disclaimers. Accordingly no explanations/ comments thereon arerequired to be furnished.
22. Corporate Governance Report
The Company has been following the principles and practices of goodCorporate Governance and has ensured compliance of the requirements stipulated underRegulation 34 LODR.
A detailed report on Corporate Governance as required under Regulation34 of LODR is appended alongwith the Corporate Governance Certificate issued by M/s.Devesh Pathak & Associates Practising Company Secretaries Vadodara Gujarat theSecretarial Auditors confirming the compliance of conditions on Corporate Governanceforming part of the Board's Report as per Annexure-G.
23. Management Discussion and Analysis Report
A report on Management Discussion and Analysis as required in terms ofRegulation 34(2) of LODR forms part of this Report. It deals with the Business Operationsand Financial Performance Research & Development Expansion & DiversificationRisk Management Marketing Strategy Safety & Environment Human Resource Developmentetc. enclosed as per Annexure-H.
24. Risk management
The Management has put in place adequate and effective system and manpower for the purposes of risk management. In the opinion of the Board there are no riskswhich would threaten the existence of the Company.
25. Directors' Responsibility Statement
In terms of Section 134(3)(c) read with 134(5) of the Act yourDirectors would like to state
a) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
b) that the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the directors had prepared the annual accounts on a goingconcern basis;
e) that the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and
f) that the directors had devised proper systems to ensure/ compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
26. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules framed thereunder. All employees (permanent contractual temporary trainees) arecovered under the said policy. Internal Complaints Committee has also been set up toredress complaints received on sexual harassment.
During the year under review no complaint was reported to the Boardand accordingly the Company has no information to report on filing and disposal of thecases pursuant to Section 22 of the said Act.
27. Directors Training & Familiarization
The Directors are regularly informed during the meetings of the Boardand the Committees of the activities of the Company its operations and issues faced bythe Engineering Industry. Considering the long assosciation of the Directors with theCompany and 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 of IndependentDirectors
Business Development Strategy and Plans
Changes brought in by the introduction of the SecuritiesExchange Board of India (Prohibition of Insider Trading) Regulations 2015
Changes in the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015
28. Audit Committee
The Audit Committee of the Board consists of Four Independent and OneNon-Executive Non Independent Director.
The composition role terms of reference as well as power of the AuditCommittee are in accordance with the provisions of Regulation 18 of LODR and Section 177of The Act and Rules framed thereunder.
The details of all related party transactions are placed periodicallybefore the Audit Committee. All the recommendations made by the Audit Committee wereaccepted by the Board. The Company has in place a Vigil Mechnanism; details of which areavailable on the Company's website.
The details relating to the same are given in the report on CorporateGovernance forming part of this Report.
29. Nomination and Remuneration Policy
Your Board has adopted a Nomination and Remuneration Policy as requiredby Section 178 of The Act. The Policy provides for the appointment and removal ofDirectors Key Mangerial Personnel and Senior Management employees and their remuneartion.The terms of reference of the Nomination and Remuneration Committee are given in theReport on Corporate Governance under the section "Nomination and RemunerationCommittee".
30. Nomination and Remuneration Committee
In compliance with Section 178 of The Act Your Company has in place a"Nomination and Remuneration Committee".
The powers role and terms of reference of the Nomination andRemuneration Committee cover the areas as contemplated under Regulation 19 of LODR andSection 178 of The Act and Rules and Regulations framed thereunder besides other termsas may 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. Maintenance of Cost Records
The Company was required to maintain Cost Records as specified by theCentral Government pursuant to Section 148(1) of the Act and the Company has made andmaintained accounts and records accordingly.
32. Secretarial Standards
In terms of clause no. 9 of revised SS-I (Revised SectretarialStandards on Meeting of Board of Directors effective from 01.10.2017) your Directorsstate that the Company has been compliant of applicable Secretarial Standards during theyear under review.
33. No application/ proceeding under IBC
Neither any application is made nor any proceeding is pending under theInsolvency and Bankruptcy Code 2016 (IBC) during the year under review and accordinglythe Company has no information to offer in the regard.
34. No one time settelement
The Company has not undergone any one time settlement and accordinglythe Company has no information to offer in respect of difference between the amount of thevaluation at the time of one time settlement and the valuation date while taking loan ifany.
The Directors express their gratitude to Integra Holding AGSwitzerland for its continuous support and thank the Company's employees customersvendors and investors.
A special thank goes to the commendable performance by the Governmentof India Government of various states in india Government of various countries andconcerned departments.
The Directors would like to thank all stakeholders for their continuedfull support even during pandemic and turbulent times. The Board also acknowledges thecontribution of Late Mr. Utkarsh Pundlik in the success of the Company. The Company hasimmensely benefited from his skills knowledge and experience. He was not only ensuringsuccess in business but also concerned about society and highly valued as a colleague andfriend.