Your Directors have pleasure in presenting their 10th Annual Report and the AuditedAccounts for the Financial Year ended 31st March 2017 together with the AuditorsReport thereon.
1) FINANCIAL RESULTS
| || ||(Amount in Rs) |
|Particulars ||Current Year 31st March 2017 ||Previous Year 31st March 2016 |
|Total Income ||36234 ||1032602 |
|EBIDTA ||(4046394) ||(6690084) |
|Interest and Finance Expenses ||48721 ||5463 |
|Depreciation ||15000000 ||15001747 |
|Profit/ (Loss) before tax ||(19095115) ||(21697294) |
|Provision for tax ||NIL ||NIL |
|Profit/ (Loss) After Tax ||(19095115) ||(21697294) |
2) TRANSFER TO RESERVE
The Company has not transferred any amount to reserves during the year.
3) SHARE CAPITAL
The paid up Share Capital of the company is R10.92 Crore divided into 36332349equity shares of R3/- each constituting to R10.90 Crores. The equity shares of the Companyare listed with BSE Ltd. and National Stock Exchange of India Limited. The unlistedpreference share capital of the Company is as follows:
|Particulars ||Amount in R |
|100000 5% Redeemable Cumulative Non-Convertible Preference Shares of R1/- each (5% NCPS) ||100000 |
|150000 9% Redeemable Cumulative Non-Convertible Preference Shares of R1/- each (9% NCPS) ||150000 |
|Total ||250000 |
During the year the term of redemption of 9% NCPS has been extended by a furtherperiod of 5 years i.e. upto 14th August 2022.
The Company has neither issued any shares nor granted any Stock Options or nor anySweat Equity Shares during the year.
In view of continuous losses incurred by the Company your Directors do not recommendany dividend on the shares of the Company.
The Company has neither accepted nor renewed any deposits during the year.
6) PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
During the year under review the Company has not made any investments advanced anyloans or provided any guarantee falling under Section 186 of the Companies Act 2013("hereinafter referred to as the Act").
7) STATE OF COMPANYS AFFAIRS AND BUSINESS REVIEW
The details of theCompanysaffairsincludingitsoperationsaremorespecificallygivenin the Management Discussion and Analysis Report which is given in this Annual Report.
8) CORPORATE SOCIAL RESPONSIBILITY
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 Act.
9) 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 identifiesand evaluates the risks associated withthe Business of the Company and takes necessary measures to minimize them. The Company hasadopted a Risk Management policy in accordance with the provisions of the Act andRegulation 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. The Committee periodically reviews the risk management system pertaining to theidentification mitigation of risk if any.
10) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations and well-documented procedures for various processes whichare periodically reviewed. The Internal Auditor continuously monitors the efficiency ofthe internal controls/ compliance with the objective of providing to Audit Committee andthe Board of Directors an independent objective and reasonable assurance of the adequacyand effectiveness of the organisations risk management control and governanceprocesses. This system of internal control facilitates effective compliance of Section 138of the Act and the Listing Regulations.
To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee. The Internal Auditor monitors and evaluates theefficiencyand adequacy of the internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal auditor process owners undertake corrective actions in their respective areasand thereby strengthen the controls. Significant thereon are presented to the AuditCommittee.
During the year under review no reportable material weakness in the operation wasobserved. Regular audit and review processes ensure that such systems are reinforced on anongoing basis.
11) VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism/Whistle Blower Policy has been put in place for the directors/employees to report their genuine concerns about unethical behavior actual or suspectedfraud or violation of the Companys Code of Conduct. The mechanism provides foradequate safeguards against the victimization of director(s)/ employee(s). Directors/employees may make protected disclosure under the policy to the Internal ComplaintCommittee constituted by the Company to administer the internal code of business conduct.
In exceptional cases Directors / Employees have direct access to the Chairman of theAudit Committee. Further no personnel have been denied access to the Internal ComplaintCommittee/ Chairman of the Audit Committee as the case may be.
No complaints were received in this regard during the year under review.
12) SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES
The Company does not have any Subsidiary/ Associate/ Joint Venture Company.
13) DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rajendar Kumar Rewari is liable to retire by rotation at the ensuing Annual GeneralMeeting ("AGM") and being eligible has offered himself for re-appointment. TheBoard recommends his appointment to the shareholders at the ensuing AGM.
During the year Mr. Tanmay Bhat was appointed as the Company Secretary and ComplianceOfficer of the Company with effect from 21st May 2016.
Independent Directors of the Company have given their declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and the ListingRegulations.
The Company has complied with the requirements of having Key Managerial Personnel asper the provisions of Section 203 of the Act.
14) REMUNERATION POLICY
On the recommendation of the Nomination & Remuneration Committee the Board hasframed a policy for the selection and appointment of Directors Key Managerial PersonnelSenior Management and fixing their remuneration etc. The Remuneration policy of theCompany is more particularly stated in the Corporate Governance Report which forms a partof this Annual Report.
15) BOARD EVALUATION
Regulation 17 of the Listing Regulations and Schedule IV and other applicableprovisions of the Act mandates formal evaluation to be done by the Board of its ownperformance and that of its Committees and individual directors and that the IndependentDirectors shall evaluate the performance of non-independent directors and the Chairman ofthe Company.
The evaluation of all the directors including independent directors was carried out bythe entire 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 10th February 2017.
Pursuant to provisions of Section 178 of the Act the Nomination and RemunerationCommittee has also carried out performance evaluation of every Director and the Board hascarried out formal annual evaluation of its own performance and that of its Committees andindividual Directors. The Directors were satisfied with the outcome of the evaluations ofthe Board its Committees and the individual directors and on the basis of the evaluationreports the present term of appointment of Independent Directors shall be continued.
16) MEETINGS OF THE BOARD
During the year under review the Board of Directors of the Company met five times andthe gap between two consecutive board meetings was within the limits prescribed by the Actand Listing Regulations. The details of the board meetings are included in the CorporateGovernance Report.
17) COMMITTEES OF THE BOARD
The details of all the Committees of the Board including the Audit Committee along withtheir terms of reference composition and meetings held during the year are provided inthe Report on Corporate Governance 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 2017 and its loss forthe year ended on that date;
iii) your directors have taken proper and sufficient care towards 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 31st March2017 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)
The RPTs entered into by the Company during the Financial Year 2016-17 were on anarms length basis and in the ordinary course of business and no RPTs were material.The details of RPTs to be reported in Form AOC-2 are enclosed as Annexure-1.
All RPTs were placed before the Audit Committee for its approval and the AuditCommittee had granted its prior omnibus approvals for the transactions with relatedparties that were of repetitive nature. The details of transactions entered into pursuantto the omnibus approval of the Audit Committee were placed before the Audit Committee forits review on a quarterly basis. The Company has framed a policy on RPTs for the purposeof identification and monitoring of such transactions.
The policy governing RPTs is hosted on the Companys website at www.integragarments.com
A. Statutory Auditors and Audit Reports
In terms of Section 139 of the Act the Board of Directors of the Company has appointedM/s. C. S. Chaubey & Co. Chartered Accountants (Firm Registration No. 138267W) as theStatutory Auditors for a term of 5 years commencing from the conclusion of ensuing 10thAGM till the conclusion of the 15th AGM subject to ratification by shareholders at everyAGM. The appointment of M/s. C. S. Chaubey & Co. in place of M/s. D. Dadheech &Co. the existing Statutory Auditors who have completed the maximum permissible tenure asthe Statutory Auditors of the Company will be considered by the members in the ensuingAGM.
M/s. C. S. Chaubey & Co. have given their consent to be appointed as the StatutoryAuditors of the Company and also confirmed that their appointment if made would be underSection 141(3)(g) of the Act. They have further confirmed that they are not disqualifiedto be appointed as the statutory auditors and they hold a valid certificate the Instituteof Chartered Accountants of India.
The Auditors Report on the financial statements of the Company for the submittedby M/s. D. Dadheech & Co. did not contain any qualifications reservations or adverseremarks and are 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 and Secretarial Audit Report
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s.Dhrumil M. Shah & Co. Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report for the financial year ended 31stMarch 2017 is annexed herewith marked as Annexure- 2 to this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
21) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS
The Corporate Governance Report and the Management Discussion and Analysis Reporttogether with the Certificate received from the Practicing Company Corporate Governance asstipulated in the Listing Regulations form an integral part of this annual report.
22) EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-3 to this report.
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 Act read with Rule 8 (3) of Companies (Accounts)Rules 2014 is furnished in Annexure 4 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 2017 impacting the going concern status andCompanys 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 an Internal Complaints Committee (ICC) at Group level to redress thecomplaints of sexual harassment. During the year Company has not received any complaintof sexual harassment.
27) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYDURING THE PERIOD FROM 31ST MARCH 2017 TO THE DATE OF THE REPORT
There has been no material change/commitment affecting the financial position of theCompany during the period from 31st March 2017 to the date of this Report. There has beenno change in the nature of business of the Company.
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/- |
| ||Harsh A. Piramal |
|Place: Mumbai ||Chairman |
|Date: 28th July 2017 ||(DIN: 00044972) |