Integra Engineering India Ltd.
|BSE: 505358||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE984B01023|
|BSE 00:00 | 19 Feb||50.45||
|NSE 05:30 | 01 Jan||Integra Engineering India Ltd|
|Mkt Cap.(Rs cr)||173|
|Mkt Cap.(Rs cr)||172.54|
Integra Engineering India Ltd. (INTEGRAENGG) - Director Report
Company director report
INTEGRA ENGINEERING INDIA LIMITED
REGD. OFFICE: P. O. BOX NO. 55
CHANDRAPURA VILLAGE TALUKA HALOL
PANCHMAHALS GJ 389350
TEL. NO. 02676-221555
Integra Engineering India Limited
P. O. Box No. 55 Chandrapura Village Taluka Halol Panchmahal-389350 Gujarat.
Your Directors are pleased to present their Thirty Sixth Board's Report together withthe Audited Financial Statements for the year ended on 31st March 2018
1. Financial summary or highlights of performance of the Company
(Amount in Rs.)
All significant accounting policies and material transactions have been disclosed innotes on accounts to the Balance Sheet as on 31st of March 2018.
In view of the need to conserve the resources of the Company Directors of the Companydo not recommend dividend for the year.
The Company proposes to carry ' 34101603 to the Reserves from net profits of '34101603. All the Requirements as laid down in The 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 Turnover during the financial year 2017-18 is ' 461233758 (Previous Year '353355923) showing an increase of 30% over the previous year.
The management puts continuous efforts to increase the operational efficiency andturnover.
5. Change in the nature of business
There was no change in the nature of business during the financial year 2017-18.
6. Material changes and commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of report
No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the Regulators or courts ortribunals 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 reference to thefinancial 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 associates and jointventure Companies
There is one associate Company i.e. "Integra Systems Pvt. Ltd." of"Integra Engineering India Limited". Form AOC-1 is attached after theconclusion 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 Companies Act 2013 is not applicable.
11. Share Capital:
During the year under review the Company has not issued any securities.
The Company has one Employee Stock Option Scheme. Integra Engineering India Employees'Stock Option Plan 2015 was approved by the Members vide a special resolution passed in theThirty Third Annual General Meeting on 12th August 2015. During the financialyear 2017-18 there were no material changes in the Employee Stock Option Plan of theCompany. The Scheme is in compliance with The Securities Exchange Board of IndiaRegulations on Employees Stock Option Scheme. As per Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 read with SEBI circular dated 16th June2015. The Company has received a certificate from M/s. Pantomath Capital Advisors (P) Ltd.that Integra Engineering India Employees' Stock Option Plan 2015 have been implemented inaccordance with the SEBI Regulations and the resolution passed by the Members in theirgeneral meeting. The certificate would be placed at the ensuing Annual General Meeting forinspection by the Members.
The Company had received in-principle approval from The Bombay Stock Exchange on 13thNovember 2017.
However Nomination and Remuneration Committee constituted by the Board of Directors ofthe Company has at its meeting held on 22 nd 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 ' 1/- each in the Company at an exercise price of ' 36.
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 absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith Annexure-B.
14. Corporate Social Responsibility (CSR)
Compliance under Corporate Social Responsibility is not applicable to the Company.
A) Changes in Directors and Key Managerial Personnel
Mr. Satish Parekh resigned from the directorship of the Company on 11th May2017.
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 sub-section (6) of Section 149 of The Companies Act 2013 has 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 or '5000000 whichever is lower during the two immediately preceding financial years orduring 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 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 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 under TheCompanies Act 2013 and The Securities Exchange 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 The Companies Act 2013 andthe same may be accessed on the Company's website. Further every employee of the Companycan directly report to the Chairman of the Audit Committee when she / he become aware ofany actual or possible violation of the Code or an event of misconduct act of misdemeanoror act not in the 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 15 to the financial statements.
19. Particulars of contracts or arrangements with related parties Particulars ofcontracts or arrangements with related parties are given in Form AOC-2 enclosed asAnnexure-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 here with as 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 36thAnnual General Meeting and are recommended for re-appointment until the conclusion of the37th Annual General Meeting of the Company Based upon the declaration on theireligibility consent and terms of engagement your Directors propose their re-appointmentin the 36th 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 2018-19 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 or Comments on disqualifications reservations adverse remarks ordisclaimers in the Auditor's Reports;
There have been no disqualifications reservations adverse remarks or disclaimers inthe 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 Disclosure Requirement)Regulations 2015.
A detailed report on Corporate Governance as required under Regulation 34 of TheSecurities Exchange Board of India (Listing Obligations and Disclosure Requirement)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 DisclosureRequirement) 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 sexualharassment at the workplace and towards this end has adopted a policy in line withprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rule thereunder. All employees (permanent contractualtemporary trainees) are covered under the said policy. Internal Complaints Committee hasalso been set up to redress complaints received on sexual 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 of Independent Directors
Business Development Strategy and Plans
Changes brought in by the introduction of the Securities Exchnage Board of India(Prohibition of Insider Trading) Regulations 2015
Changes in Securities Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015
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 Audit Committee arein accordance with the provisions of Regulation 18 of The Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 177of The Companies Act 2013 and Rules / Regulations made thereunder.
Audit Committee Composition during F.Y. 2017-18
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 Mechanism; details of which are available on theCompany's website.
29. Nomination and Remuneration Policy
Your Board has adopted a Nomination and Remuneration Policy as required by Section 178of The Companies Act 2013 The Policy provides for the appointment and removal ofDirectors Key Mangerial Personnel and Senior Management employees and their remuneration.The terms of reference of the Nomination and Remuneration Committee are given in theReport on Corporate Governance under the section "Nomination and RemunerationCommittee".
On 31st March 2018 the Board consists of six members two of whom areNon-Executive and four are Independent Directors.
30. Nomination and Remuneration Committee
In compliance with Section 178 of The Companies 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 The Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 178of The Companies Act 2013 and Rules and Regulations made thereunder besides otherterms as may be referred by the Board of Directors. The terms of reference of theNomination and Remuneration Committee number and dates of meeting held attendance of theDirectors and remuneration paid to them are given separately in the attached CorporateGovernance Report under 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
Sd/- Corinne Ruckstuhl
Chairperson & Non-Executive Director
Place : Halol
Date: May 03 2018