FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Integra Switchgear Limited 10 GIDC Por-Raman Gamdi
District: VADODARA Gujarat- 391243.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Integra Switchgear Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2018(audit period) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on 31st March2018 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;(Not applicable to the company during the audit period)
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b)The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the company during the audit period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the company duringthe audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the company during the audit period) and
(h)The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the company during the audit period)
(i) The Securities and Exchange Board of India (Listing and Obligation DisclosureRequirements) 2015.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India arecompiled.
(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange.Now Disclosure under SEBI (Listing Obligation and Disclosure Requirement) Regulations2015.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1. The Company has not appointed key managerial personnel as required under section 203of the Companies Act 2013.
2. The Company has not dematerialised its shares.
We further report that The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. All the decisions at theBoard meetings and Committee meetings are carried out unanimously as recorded in theminutes of the meetings of the Board of Directors and committees as the case may be.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
| ||For Dinesh Mehta & Co. |
| ||Company Secretaries |
| ||Dinesh Mehta |
|Place: VADODARA ||Proprietor |
|Date: 18.05.2018 ||C.P.No.2127 |
Management Discussion and Analysis
1) Industry Structure and Developments:
Integra Switchgears Limited is engaged in the manufacture of Electrical Apparatus forSwitches (Including Relays) as per the requirement/specifications of its various clients.The company is manufacturing and supplying of Apparatus for Switches (Including Relays)meeting the standards of quality design and specifications of its clients. The companyhas been manufacturing the various categories of switches including relays. The growth ofthe company is mainly linked to the growth of the Electrical Materials and Spare partsindustry.
Indian Electrical Materials and Spare parts Industry
The Indian Electrical Materials and Spare parts have observed strong growth overthe past few years. Economic liberalization and rising income of middle class populationhave had a positive impact on consumer spending and consumption in both rural and urbanareas. Indian consumer now spends a significant proportion of various electrical materialsand spare parts.
Various Electrical Materials and Spare parts have also seen strong demand as standardof living of consumers and life style increased from that it was earlier ten years.
Create new markets quickly through products based on technology
Enhance growth by reaching new customers deepening the customer experience andallowing them to dynamically mange pricing Increase profitability by altering operatingcost structures through greater process automation Adopt business models that increaseasset efficiency and long-term competitiveness
2) Opportunities and Threats:
Opportunities: New elements involving new ways with understanding clients andexploring new markets and business models shall open new opportunities for us to buildstrategic relationship with clients. Our reliability and efficiency of the equipment andeffective service are key factors for success in this highly competitive industry.
Threats: The Company has developed and implemented a risk management framework thatincludes identification of elements of risk if any which in the opinion of the Board maythreaten the existence of the company and by adopting various factors such as riskidentification impact assessment risk evaluation risk reporting risk disclosures riskmitigation and reporting.
3) Segment-wise or product-wise performance:
The Company has only one segment of manufacturing food processing instruments /equipments.
The outlook for business is positive as the company continue to remain focused onrisk management and mitigation.
Total turnover during the year 2017-18 increased by Rs. 1.36 lac (73.91%) comparedto previous year 2016-17 and there is loss of Rs. 5.25 lac (after tax) during the year2017-18 compared to loss of Rs. 18.82 lac (after tax) in previous year 2016-17.
5) Risks and concerns:
Commodity Price Risk: Risk of price fluctuation on basic raw materials used in theprocess of manufacturing.
Uncertain global economic environment slow growth in global economy: Impacton demand.
Interest Rate Risk: Any increase in interest rate can affect the finance cost
Human Resources Risk: Your Company's ability to deliver value is dependent on itsability to attract retain and nurture talent. Attrition and non-availability of therequired talent resource can affect the overall performance of the Company
Competition Risk: Every company is always exposed to competition risk.
Compliance Risk: Increasing regulatory Requirements: Any default can attract penalprovisions
Industrial Safety Employee Health and Safety Risk: The electrical engineeringindustry is exposed to accidents and injury risk due to human negligence.
6) Internal Control Systems
The Company has strengthened its internal control and audit aspects by appointingoutside agency for internal audit of certain important aspects of operations apart fromusual transactional verifications. There are adequate checks and controls to ensurecompliance of various statutes.
7) Financial performance
Total turnover during the year 2017-18 increased by Rs. 1.36 lac (73.91%) compared toprevious year 2016-17 and there is loss of Rs. 5.25 lac (after tax) during the year2017-18 compared to loss of Rs. 18.82 lac (after tax) in previous year 2016-17.
8) Human resource
The Company considers its employees as its valuable assets. The Company focuses onbuilding an organisation through induction and development of talent to meet current andfuture needs. During the year under review the Company continued to have cordial andharmonious relations with its employees.
|By Order of the Board of Directors || |
|Jamnadas Hirachand Vora ||Jagesh Mahendrabhai Doshi |
|Director ||Director |
|DIN: 00258809 ||DIN: 00259347 |
|Dated : 28.05.2018 || |
|Place : Regd. Office || |
|10 GIDC Por Ramangamdi || |
|Dist. Vadodara 391 243 || |
INDEPENDENT AUDITOR'S REPORT
INTEGRA SWITCHGEARS LIMITED
Report on the Financial Statements:
We have audited the accompanying financial statements of INTEGRA SWITCHGEARSLIMITED. (Company Limited by Shares) Vadodara as at 31st March 2018which comprises the Balance Sheet as at March 31 2018 Statement of Profit and Loss forthe year ended cash flow statements for the year ended and a summary of significantaccounting policies and other explanatory information.
Management's Responsibility for the Financial Statements:
Management is responsible for the matter stated in Section 134 (5) of the CompaniesAct 2013("The Act") with respect to preparation of these Financial statementsthat give a true and fair view of the financial position financial performance and cashflow of the Company in accordance with the accounting principles generally accepted inIndia including Accounting Standards specified under section 133 of the Act notifiedunder the Act read with Rule 07 of the Companies (Accounts) Rule 2015.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding the assets of the company andfor preventing and detecting fraud and irregularities selections and application ofappropriate accounting policies making judgments and estimates that are reasonable andprudent and design implementation and Mainatainace of adequate internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken in to accounts the provision of the Act the accounting and auditingstandards and the matters which are required to be included in the audit report under theprovisions of the Act and the rules made thereunder and order under section 143(11) of theAct.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the company's preparation of financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany 's Board of Directors as well as evaluating the overall presentation of thefinancial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Financial Statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:
a) In the case of the Balance Sheet of the state of affairs of the Company as at March31 2018;
b) In the case of the Profit and Loss Statement of the Loss for the year ended on thatdate.
c) In the case of the Cash Flow Statement of the cash flow for the year ended on thatdate.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government in terms of section 143(11) of the Act we give in the Annexure'A'statements on the matters specified in paragraphs 3 and 4 of the said order.
2. As required by section 143 (3) of the Act we report that:
(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit.
(b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books of the Company.
(c) The Balance Sheet Profit & Loss statements and cash flow statements dealt withby this report are in agreement with the Books of accounts of the Company.
(d) In our opinion the Balance Sheet Profit & Loss Statement and cash flowstatements comply with the Accounting Standards specified under section 133 of the Actread with Rule 07 of the Companies (Accounts) Rule 2015.
(e) On the basis of the written representations received from the Directors of theCompany as on 31st March 2018 taken on record by the Board of Directors of theCompany none of the Directors is disqualified as on 31st March 2018 frombeing appointed as a Director in terms section 164 (2) of the companies Act 2013.
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate-report in "Annexure B".
(g) With respect to other matters to be included in the Auditor's Report in accordancewith rule 11 of the companies (Audit & Auditors) Rule 2014 in our opinion and to thebest of our information and according to the explanations given to us:
I. The Company has disclosed the impact of pending litigations on its financialStatements as of 31st March 2018
II. The Company has made provision in its Financial Statements as required under theapplicable law or accounting standards for material foreseeable losses on long termscontracts
III. There were no amount which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
IV. The disclosures regarding details of specified bank notes held and transactedduring 8 November 2016 to 30 December 2016 has not been made since the requirement doesnot pertain to financial year ended 31 March 2018
(h) In our opinion and to the best of our information and according to the explanationgiven to us the said accounts read with the notes on accounts in Notes annexed to andforming part of accounts give the information required by the Companies Act 2013 in themanner so required give a true and fair view subject to:
1. Non provision of depreciation on fixed assets of the company read with note no. 3forming part of the Notes to Accounts.
|PLACE: VADODARA ||FOR C.MUKHERJEE & CO. |
|DATE: 28/05/2018 ||Chartered Accountants |
| ||Finm Reg. No. 0021495 |
| ||(C. MUKHEREE) |
| ||Proprietor |
|- ||M.No.050861 |
ANNEXURE A' TO INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF INTEGRA SWITCHGEARS LIMITED (Referred to in paragraph 01 under"Report on other legal and regulatory requirement" of our report of even date)
In our opinion and according to the information provided to us the nature of theCompany's business/ activities/results during the year are such that clause (ii) ofparagraph 3 of the Companies (Auditor's Report) Order 2016 is not applicable to thecompany.
Further in respect of other clauses we report that.
(i) In respect of fixed assets.
(a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) AlI the assets have been physically verified by the management at regular intervalsduring the year. No material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties are held in the name of the Company.
(ii) The company has not granted any loans secured or unsecured to Companies Firmslimited liabilities partnership or other parties covered in the register maintained undersection 189 of the Act.
(iii) The Company has not made any loans or investments or provided any security orguarantee in connection with any loan and hence the provisions of Sec 185 & 186 of theCompanies Act 2013 are not applicable.
(iv) In our opinion and according to information and explanations given to us theCompany has not accepted deposit from public and hence directives issued by the ReserveBank of India and the provisions under section 73 to 76 or any other relevant provisionsof the Companies Act and the rules framed there under are not applicable for the yearunder report.
(v) The Provisions of clause 3 (vi) of the order are not applicable to the company asthe company is not covered under (Cost Records and Audit) Rules 2014.
(vi) According to the information and explanations given to us in respect of statutoryand other dues:
(a) Provisions of Investor Education & Protection Fund employees' state insuranceAct and cess are not applicable to the company presently. The company is regular indepositing the statutory dues as applicable to the company for the year under report.There are no undisputed statutory dues payable in respect of provident fund income taxservice tax and cess which are outstanding and in arrears as at 31st March2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of income tax service tax and cess which have not been deposited onaccount of any dispute except following amount which have not been paid due to dispute.
(vii) In our opinion and according to the information and explanations given to us thecompany has not defaulted in repayment of loans or borrowings to a financial institutionbank Government or debenture holders.
(viii) The Company has not made any public offer and has not taken any term loans &hence requirement of reporting for this clause does not arise.
(ix) According to the information and explanations given to us no fraud by the companyor on the company by its officers or employees has been noticed or reported during thecourse of our audit.
(x) In our opinion Managerial Remuneration has been paid or provided in accordancewith the requisite approvals mandated by the provisions of section 197 read with ScheduleV to the Companies Act 2013.
(xi) The Company is not a Nidhi Company and hence the reporting requirement under thisclause is not applicable.
(xii) According to the information and explanations given to us all the transactionswith the related parties are in compliance with the provisions of Sec 177 & Sec 188 ofthe Companies Act 2013.
(xiii) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.
(xiv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with the directors or persons connected with him.
(xv) According to information and explanation given to us and based on our examinationof the records of the company the company has not entered in to non cash transactionswith directors or persons connected with him. Accordingly paragraph 3(xv) not applicableto the company.
(xvi) The Company is not required to be registered under Sec 45-IA of the Reserve Bankof India Act 1934.
|PLACE: VADODARA ||FOR C. MUKHERJEE & CO. |
|DATE: 28/05/2018 ||Chartered Accountants |
| ||Firm reg. No. 0021495 |
| ||(C.MUKHERJEE) |
| ||Proprietor |
| ||M.No.050861 |
ANNEXURE 'B' TO INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF INTEGRA SWITCHGEARS LIMITED
(Referred to in point (f) of paragraph 02 under "Report on other legal andregulatory requirement" of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of INTEGRASWITCHGEARS LIMITED ("The Company") as of March 31 2018 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the"Guidance Note") issued by the Institute of Chartered Accountants of India.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct pf its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.
Our responsibility-is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal Financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia.
Those Standards and the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includingobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend upon on theauditor's judgement including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issues by the Institute of CharteredAccountants of India.
|PLACE: VADODARA. ||FOR C.MUKHERJEE & CO. |
|DATE: 28/05/2018 ||Chartered Accountants |
| ||Firm reg. No. 0021495 |
| ||(C. MUKHERJEE) |
| ||Proprietor |
| ||M.No.050861 |