Your Directors hereby present their 12th Annual Report and the AuditedAccounts for the Financial Year ended 31st March 2019.
|1) Financial Results || ||(Amount in Rs) |
|Particulars ||Current Year ||Previous Year |
| ||31st March 2019 ||31st March 2018 |
|Total Income ||23528 ||35497 |
|EBIDTA ||(5162682) ||(2545373) |
|Interest and Finance Expenses ||3102827 ||2770756 |
|Depreciation ||15000000 ||15000000 |
|Profit/ (Loss) before tax ||(23265509) ||(20316129) |
|Provision for tax ||- ||- |
|Profit/ (Loss) After Tax ||(23265509) ||(20316129) |
|Other Comprehensive Income (Net of Tax) ||- ||- |
|Total Comprehensive Income ||(23265509) ||(20316129) |
2) Review of Operations
Due to continuous losses coupled with poor business prospect your Company hasdiscontinued its operations. The Company does not have any subsidiary associate companyor joint venture.
3) Share Capital
During the financial year 2018-19 there was no change in theShare Capital of theCompany. The Company has neither issued any shares nor granted any Stock Options nor anySweat Equity Shares during the year.
4) Dividend and Reserve
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 of the notes to thefinancial statements.
5) 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.
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("the Act").
7) State of Company's Affairs and Business Review
The details of the Company's affairs including its operations are more specificallygiven in the Management
Discussion and Analysis Report which is given in this Annual Report.
8) 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.
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 with the Business of the Companyand takes necessary measures to minimize them. The Company has adopted a Risk Managementpolicy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI(Listing Obligations and Disclosure Requirements Regulations 2015 ("hereinafterreferred to as the Listing Regulations"). The details of Committee and its terms ofreferences are set out in the Corporate Governance Report.
10) 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 to the AuditCommittee. The
Internal Auditor monitors and evaluates the efficiency and adequacy of the internalcontrol system with reference to the Financial Statement. During the year under review noreportable material weakness in the operation was observed. Regular audit and reviewprocesses ensure that such systems are reinforced on an ongoing basis.
11) 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 adequate safeguards against thevictimization of directors and employees who avail of the mechanism. Directors andemployees may make protected disclosure under the policy to the Compliance Committeeconstituted by the Company to administer the internal code of business conduct. Inexceptional cases directors and employees have direct access to the Chairman of the
Audit Committee. Further no personnel have been denied access to the ComplianceCommittee/ Chairman of the Audit Committee as the case may be. No complaints werereceived under whistle blower mechanism during the year under review.
12) Directors and Key Managerial Personnel
During the year under review Ms. Amar Deepika Kashyap resigned as the Non ExecutiveIndependent
Director of the Company w.e.f 19th January 2019.
Mr. Harshvardhan A. Piramal (DIN: 00044972) Non-executive Director of the Company isliable to retire by rotation and being eligible has offered himself for re-appointment.The Board recommends his re-appointment to the shareholders at the ensuing AGM.
Pursuant to Section 196 197 and 203 of the Act and the rules made thereunder read withSchedule V of the Act and on the recommendation of the Nomination and RemunerationCommittee Mr. R. K. Rewari (DIN:
00619240) was re-appointed as the Managing Director of the Company by the Board for aperiod of 3 years with effect from 10th November 2018. The re-appointment ofMr. R. K. Rewari is subject to the approval of the shareholders of the Company at theensuing Annual General Meeting ("AGM"). The Board recommends his re-appointmentto the shareholders at the ensuing AGM.
Mr. Shardul Doshi (DIN: 02486626) Independent Director will complete his first 5 yearson 22nd September 2019. Board recommends his re-appointment for a second termof consecutive 5 years w.e.f. 23rd September 2019 in terms of section149(10) of Companies Act 2013 and regulation 25(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which requires the approval of members by wayof special resolution. On the recommendation of the Nomination and Remuneration
Committee Ms. Juthika Palav (DIN: 08331910) was appointed as an Independent Directorof the Company at the meeting of the Board of Directors held on 7th February2019 with immediate effect for a period of
5 consecutive years pursuant to Sections 149 152 and 197 of the Act and the rules madethereunder. The appointment of Ms. Juthika Palav is subject to the approval of theshareholders of the Company at the ensuing AGM.
Mr. Tanmay Bhat resigned as the Company Secretary and Compliance Officer with effectfrom 20th April 2019 and Ms. Samruddhi Varadkar was appointed as the CompanySecretary and Compliance Officer with effect from 27 th May 2019.
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 Listing Regulations.
The Company has complied with the requirements of having Key Managerial Personnel asper the provisions of Section 203 of the Act.
13) 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 qualificationspositive attributes for determining and independence of a directorand other matters. The functions of the Nomination and Remuneration Committee aredisclosed in the Corporate Governance Report which forms part of the Annual Report.
The policy on the appointment of person as Director and evaluation of Director andSenior Management
Personnel of the Company is available on Company's website at www.integragarments.com.
14) 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 7th February 2019. The Directors expressedtheir satisfaction to the outcome of the aforesaid evaluations.
15) Meetings of the Board
Four meetings of the Board of Directors were held during the financial year 2018-19 andthe gap between two consecutive board meetings was within the statutory limit. The detailsof the number of meetings held and attended by each Director are provided in the CorporateGovernance Report which forms part of this Report.
16) 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.
17) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act ("the Act") we hereby state that: i)in the preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures in any; ii) yourDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and its loss forthe year ended on that date; iii) your Directors have taken proper and sufficient caretowards the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; iv) your Directors have prepared the annual accounts forthe year ended 31st March 2019 on a going concern basis; v) your Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; vi) yourDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
18) Related Party Transactions ("RPTS")
No RPTs were entered into by the Company during the Financial Year 2018-19.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.
19) Auditors and their Reports
A. Statutory Auditors & Auditors Report
The members of the Company have appointed M/s. C. S. Chaubey & Co as statutoryauditors of the Company for a period of 5 years and they will remain in office until theconclusion of 15th AGM. The Auditor's Report on the Financial Statements of theCompany for the Financial Year 2018-19 as submitted by M/s. C. S. Chaubey & Co. didnot containanyqualificationsreservations or adverse remarks 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
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 2019 from M/s. DhrumilM. Shah & Co Company Secretary in practice and same is annexed as "Annexure -1" to this Report. The Secretarial Audit Report does not contain anyqualification reservations or adverse remarks.
20) 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.
21) Compliance of Secretarial Standards
The Company has complied with the applicable Secretarial Standards during the year.
22) 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 Remuneration of Managerial Personnel) Rule 2014 are notapplicable to your Company. The Company did not have any employees during the reportingFinancial Year 2018-19.
23) 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 the Companies (Accounts)Rules 2014 is furnished in "Annexure - 2 " to this report. During theyear under review there were no foreign exchange earnings and outgoings..
24) Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts orTribunals during the year ended 31st March 2019 impacting the going concernstatus and Company's operations in future.
25) 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 |
26) 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.
27) Material Changes and Commitments affecting the financial position of the Company
There has been no material change/commitment affecting the financial position of theCompany during the period from the end of the financial year on 31st March2019 to the date of this Report. There has been no change in the nature of business of theCompany.
28) 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 an extract of the Annual Return as on 31stMarch 2019 in prescribed Form No. MGT-9 is given in "Annexure - 3" tothis Report.
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/- |
| ||Harshvardhan A. Piramal |
| ||Chairman |
| ||(DIN: 00044972) |
|Date: 27th May 2019 || |
|Place: Mumbai || |