Your Directors hereby present their 14th Annual Report and the AuditedAccounts for the Financial Year ended 31st March 2021.
1) Financial Summary
|Particulars ||Current Year ||Previous Year |
| ||31st March 2021 ||31st March 2020 |
|Total Income ||40650 ||1528000 |
|EBIDTA ||(1622127) ||(1925211) |
|Interest and Finance Expenses ||2632899 ||2782823 |
|Depreciation ||1800000 ||15000000 |
|Profit/ (Loss) before tax and exceptional item ||(6055026) ||(19708034) |
|Exceptional item ||- ||114256196 |
|Profit/ (Loss) before tax and after exceptional item ||(6055026) ||(133964230) |
|Provision for tax ||- ||- |
|Profit/ (Loss) After Tax ||(6055026) ||(133964230) |
|Other Comprehensive Income (Net of Tax) ||- ||- |
|Total Comprehensive Income ||(6055026) ||(133964230) |
2) Review of operations
Due to continuous losses coupled with poor business prospects your Company hasdiscontinued its operations.
3) Details of subsidiary associate company or joint venture
The Company does not have any subsidiary associate company or joint venture.
4) Share Capital
During the financial year 2020-21 there was no change in the Share Capital of theCompany. The Company has neither issued any shares nor granted any Stock Options nor anySweat Equity Shares during the year.
5) Dividend and Reserves
In view of the losses incurred your Directors do not recommend any dividend for theyear under review. The details of reserves & surplus are provided in Note No. 10 ofthe notes to the financial statements.
6) Deposits/ Loan from Directors
The Company has neither accepted nor renewed any deposits during the year. Your Companyhas not accepted any deposit from the directors during the year under review.
7) Particulars of Loans Guarantees or Investments
During the year under review the Company has not made any investment advanced anyloan or provided any guarantee falling under Section 186 of the Companies Act 2013("the Act").
8) State of Company's Affairs and business Review
The details of the Company's affairs including its operations are more specificallyDiscussion and Analysis Report which is given in this Annual Report.
9) Corporate Social Responsibility ("CSR")
The provisions with respect to Corporate Social Responsibility are not applicable tothe Company as the Company does not fall within the purview of the Section 135 of the Actand Rules made thereunder.
10) Business Risk Management
The composition of the Risk Management Committee is not applicable to your Company.However the Audit cum Risk Management Committee ("Audit Committee") constitutedby the Board of Directors of the Company identifies and evaluates the risks associatedwith the business of the Company and takes necessary measures to minimize them. TheCompany has adopted a Risk Management policy in accordance with the provisions of the Actand Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("hereinafter referred to as the Listing Regulations"). Thedetails of Committee and its terms of references are set out in the Corporate GovernanceReport.
11) Internal Control System and their adequacy
Your Company has an Internal Control System commensurate with the size and scale of itsoperations and well-documented procedures for various processes. This system of internalcontrol facilitates effective compliance of Section 138 of the Act and the ListingRegulations. To maintain its objectivity and independence the Internal Auditor reports tothe Audit Committee. The Internal Auditor monitors and evaluates the efficiency andadequacy of the internal control system with reference to the Financial Statement. Duringthe year under review no reportable material weakness in the operation was observed.Regular audit and review processes ensure that such systems are reinforced on an ongoingbasis.
12) Vigil Mechanism/ Whistle Blower Policy
The Vigil Mechanism/Whistle Blower Policy has been put in place for the Directors andEmployees to report their genuine concerns about unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct. The mechanism provides for adequatesafeguards against the victimization of directors and employees who avail of themechanism. Directors and employees may make protected disclosure under the policy to theCompliance Committee constituted by the Company to administer the internal code ofbusiness conduct. In exceptional cases directors and employees have direct access to theChairperson of the Audit Committee. Further no personnel have been denied access to theCompliance Committee/ Chairperson of the Audit Committee as the case may be.
No complaints were received under whistle blower mechanism during the year underreview.
13) Directors and Key Managerial Personnel
The Board of Directors appointed Mr. Narendra Nayak (DIN:08929925) as an AdditionalDirector (Independent) of the Company with effect from 23rd October 2020 for a period of5 consecutive years pursuant to Sections 149 150 152 and 161 of the Act and the rulesmade thereunder.
Post the period under review on the recommendation of the Nomination and RemunerationCommittee the Board of Directors have appointed following new Directors
|Sl. No. ||DIN ||Name ||Designation |
|1 ||0255689 ||Mr. Vishesh Gupta ||Managing Director |
|2 ||09270488 ||Ms. Shweta Singh ||Director |
|3 ||09271995 ||Mrs. Mansi Gupta ||Independent Director |
|4 ||09270389 ||Mrs. Gunjan Jha ||Independent Director |
|5 ||09270483 ||Mrs. Sony Kumari ||Independent Director |
|6 ||09270608 ||Mr. Komal Jain ||Independent Director |
Mr. Prince Chugh was appointed as Company Secretary and Compliance Officer oftheCompany with effect from September 6 2021.
A statement regarding opinion of the Board with regard to integrity expertise andexperience (including the proficiency) of the independent director appointed during theyear is provided in the Report on Corporate Governance which forms part of this AnnualReport.
All the Independent Directors of your company have given declarations that they meetthe criteria of Independence laid down under Section 149(6) of the Act and the ListingRegulations.
14) Remuneration Policy
In compliance with Section 178(3) of the Act and Regulation 19(3) of the ListingRegulations and on the recommendation of the Nomination and Remuneration Committee theBoard has framed a Policy relating to the selection and appointment of Directors KeyManagerial Personnel Senior Management and their remuneration. The Policy includescriteria for determining qualifications positive attributes and independence of adirector and other matters. The functions of the Nomination and Remuneration Committee aredisclosed in the Corporate Governance Report which forms part of the Annual Report. Thepolicy on the appointment of person as Director and evaluation of Director and SeniorManagement Personnel of the Company is available on Company's website atwww.integragarments.com.
15) Performance Evaluation
Pursuant to Section 178 of the Companies Act 2013 read with Schedule IV thereto andRegulation 17 of the Listing Regulations a formal evaluation of Board's performance andthat of its Committees and individual directors has been carried out by the Board. Theevaluation of all the directors including independent directors was carried out by theentire Board except for the director being evaluated. Performance evaluation of theBoard Chairman and the non-independent directors was carried out by the independentdirectors in their meeting held on 12th February 2021. The Directors expressedtheir satisfaction to the outcome of the aforesaid evaluations.
16) Meetings of the Board
Seven meetings of the Board of Directors were held during the financial year 2020-21and the gap between two consecutive board meetings was within the statutory limit. Thedetails of the number of meetings held and attended by each Director are provided in theCorporate Governance Report which forms part of this Report.
17) Committees of the Board
The details of all the Committees of the Board along with their terms of referencecomposition and meetings held during the year are provided in the Report on CorporateGovernance which forms part of this Annual Report.
18) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act we hereby state that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures in any;
ii) your 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 as at 31st March 2021 and itsloss for the year ended on that date;
iii) your Directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) your Directors have prepared the annual accounts for the year ended 31stMarch 2021 on a going concern basis;
v) your Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
vi) your Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19) Related Party Transactions ("RPTs")
No RPTs were entered into by the Company during the Financial Year 2020-21.Accordingly the prescribed Form AOC-2 for RPTs is not given.
The policy on RPTs is hosted on the Company's website at www.integragarments.com.
20) Auditors and their reports
A. Statutory Auditors & Auditors Report
The members of the Company have appointed M/s. Mayur Khandelwal & Co. as statutoryauditors of the Company at Annual General Meeting of the Company held on 28thSeptember 2020 for a period of 5 years and they will remain in office until theconclusion of 18th AGM to be held in the financial 2025-26. The Auditor's Report on theFinancial Statements of the Company for the Financial Year 2020-21 as submitted by M/s.Mayur Khandelwal & Co did not contain any qualification reservation or adverseremark and is self-explanatory.
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Act and Rules framed thereunder either to the Company or to the Central Government.
B. Secretarial Audit
Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has obtained theSecretarial Audit Report for the financial year ended 31st March 2021 from KumarG & Co. Practicing Company Secretary and same is annexed as "Annexure -1" to this Report. The Secretarial Audit Report did not contain any qualificationreservation or adverse remark.
21) Corporate Governance Report and Management Discussion and Analysis Report
The Corporate Governance Report on compliance of the conditions of Corporate Governanceas stipulated in the Listing Regulations and the Management Discussion & AnalysisReport form an integral part of this annual report.
22) Compliance of Secretarial Standards
The Company has complied with the applicable Secretarial Standards during the year.
23) Particulars of Employees
During the year under review the Company has not paid any amount by way ofremuneration sitting fees commission etc. to any of its Directors and hence theprovision of Section 197(12) read with Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rule 2014 are not applicable to your Company.
24) Energy Conservation and Technology absorption Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy and technology absorption asrequired under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is furnished in "Annexure - 2 " to this report.During the year under review there were no foreign exchange earnings and outgoings.
25) Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts orTribunals during the year ended 31st March 2021 impacting the going concern status andCompany's operations in future.
26) Prevention of Sexual Harassment of Women at workplace
The Company has zero tolerance towards sexual harassment at workplace and has adopted apolicy to abide by letter and spirit requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.The Company has Internal Complaints Committee (ICC) to redress the complaints of sexualharassment. During the year Company has not received any complaint of sexual harassment.Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
|number of complaints filed during the financial year ||Nil |
|number of complaints disposed of during the financial year ||Nil |
|number of complaints pending as on end of the financial year ||Nil |
27) Maintenance of Cost Records
The provisions of sub-section (1) of Section 148 of the Companies Act 2013 pertainingto the maintenance of cost records are not applicable to the Company.
28) Material Changes and Commitments affecting the financial position of the
There has been no material change/commitment affecting the financial position of theCompany during the period from the end of the financial st March 2021 to theyearon31 date of this Report. There has been no change in the nature of business of theCompany.
29) Share Purchase Agreement
The Company has entered into a Share Purchase Agreement on 31st March 2021whereby Ms. Urvi Ashok Piramal Mr. Rajeev Ashok Piramal Mr. Nandan Ashok Piramal Mr.Harshvardhan Ashok Piramal Ms. Kalpana Singhania Ashok Piramal Group Textiles Trust i.e.the entire Promoter and Promoter group of the Company and Morarjee Goculdas Spining andWeaving Co. Ltd. Senior Employees Stock Option Scheme i.e Non-Promoter - Non-Publicshareholder have agreed to sell/ transfer their entire shareholding i.e. 23090657fully paid-up Equity Shares of face value INR 3/- each representing 63.56% of the paid-upEquity Share Capital of the Company at a price of INR 0.30 each and 250000Non-Convertible Redeemable fully paid-up Preference Shares of INR 1/- each representing100% of the paid-up Preference Share Capital of the Company at a price of INR 0.10 each toMr. Vishesh Gupta (Acquirer').
30) Extract of Annual Return
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the Annual Return forFY 2020-21 is placed on the website of the Company at www.integragarments.com.
The Directors take this opportunity to express their deep sense of gratitude to theshareholders banks Central and State Governments and their departments and the localauthorities for their continued guidance and support.
| ||On behalf of the Board |
| ||For Integra Garments and Textiles Limited |
| ||Sd/- |
| ||Vishesh Gupta |
| ||Managing Director |
| ||DIN: 00255689 |
|Date: 06.09.2021 || |
|Place: Delhi || |