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Integra Switchgear Ltd.

BSE: 517423 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Integra Switchgear Ltd
NSE 05:30 | 01 Jan Integra Switchgear Ltd

Integra Switchgear Ltd. (INTEGRASWITCH) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 29th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. Financial summary or highlights/Performance of the Company

The financial results for the year are as under: [Rupees in Lacs]

PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Sales and other Income 0.00 0.04
Profit / (Loss) before (17.87) (9.72)
depreciation
Less: Depreciation 0.00 0.00
Profit/(Loss) of the year (17.87) (9.72)
Less: Provision for tax 0.00 0.00
Provision for deferred tax 0.00 0.00
Profit/(Loss) after taxation (17.87) (9.72)

2. Dividend

Your Board does not recommend any dividend for the financial year 2020-21.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2020-21.

4. Brief description of the Company's working during the year/State of Company'saffair

The Company has closed its entire operations of the undertaking situated at 10 GIDCPor Ramangamdi Vadodara Gujarat -391243 with effect from 29th July 2020 andthe Company has not conducted any business activities during the financial year 2020-21.Therefore there was no turnover during the financial year 2020-21. Total turnover duringthe year 2019-20 was NIL and there is loss of Rs.17.87 lac (after tax) during the year2020-21 compared to loss of Rs. 9.72 lac (after tax) in previous year 2019-20.

5. Change in the nature of business if any

There is no change in the nature of business during the financial year 2020-21.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the 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.

However the Company has received notice from BSE Limited on 1st July 2020regarding late submissions pursuant to Regulations 27(2) 31 33 & 34 of SEBI (LODR)Regulations 2015 and Non-appointment of Company Secretary pursuant to Regulation 6(1) ofSEBI (LODR) Regulations 2015 during previous years and levied penalty of Rs. 13.01 lacsand also freezed demat account of promoters.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore the details relating to deposits covered underChapter V of the Act is not applicable.

Your Company has accepted unsecured loan of Rs. 14.00 lacs from the Directors of theCompany during the year. The opening balance was Rs. 89.63 lacs and the closing balance ofunsecured loans was Rs.103.63 lacs as on 31st March 2021.

12. Statutory Auditors

M/s. C. Mukherjee & Co. Chartered Accountants Vadodara was appointed as Statutoryauditors of the Company at the annual general meeting held on 11/09/2017 for a period offive years pursuant to the provisions of section 139 of the Companies Act 2013 and iseligible to act as statutory auditor of the Company for the current year.

13. Auditors' Report

The observations of the Auditors are explained wherever necessary in an appropriatenotes to the Audited Statement of Accounts. No qualification reservation or adverseremark or disclaimer has been made by the auditor in their auditors' report for the year2020-21 except following:

Qualification: Depreciation has not been provided during the year.

Reply: Due to loss depreciation has not been provided during the year.

14. Internal Auditors

The Company has appointed M/s. Dhrunal Mehta & Associates Chartered Accountants asInternal Auditor of the Company for the year 2021-22 at the meeting of the Board of theDirectors held on 28-01-2021.

15. Share Capital

During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.

16. Extract of the annual return

The Ministry of Corporate Affairs vide notification dated 05/03/2021 hasamended/substituted Rule No 12 the Companies (Management and Administration) Rules 2014and withdrew the requirement of Extract of Annual return in the Form No MGT-9 to beattached in the Board Report.

However a copy of annual return will be displayed on Company's website i.e.www.integraindia.com after filing annual return on completion of ensuing annual generalmeeting with the Registrar of Companies within the time stipulated in said section 92 ofAct.

17. 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-A).

18. Corporate Social Responsibility (CSR)

As net worth of the Company is below rupees five hundred crore or turnover is belowrupees one thousand crore or a net profit is below rupees five crore during the precedingfinancial year ended on 31st March 2020 Section 135 of the Companies Act2013 is not applicable and therefore the Company has not spent any sum towards CorporateSocial Responsibility during the financial year 2020-21.

19. Directors & Key Managerial Personnel

? Mr. Pankaj Jamnadas Vora was appointed as Whole-time Director cum CFO of the Companyat the meeting of Board of directors of the company held on 13th August 2020.

The approval of the shareholders of the Company accorded to appoint Mr. Pankaj JamnadasVora as Whole-time Director cum CFO at the Annual General Meeting of the Company held on28th September 2020.

? Mr. Jagesh Mahendrabhai Doshi whose first term of five years as independent directorexpired on 29th September 2020 re-appointed as Independent Director of theCompany for the second term at the Annual General Meeting of the Company held on 28thSeptember 2020 to hold office for five consecutive years with effect from 30thSeptember 2020 to 29th September 2025 pursuant to Section 149(10) of theCompanies Act 2013.

? Mr. Pankaj Jamnadas Vora Whole Time Director retires by rotation at the ensuingannual general meeting and being eligible offered herself for re-appointment as Director.

B) Declaration by an Independent Director(s) and re-appointment if any

A declaration by Mr. Jagesh Mahendrabhai Doshi and Mrs. Aashka Sanket VadaliaIndependent Directors that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013 have been received.

The Independent Directors of the Company have also confirmed compliance of relevantprovisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)Rules 2014.

The Company has received consent and declaration under form DIR-8 pursuant to Section164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors)Rules 2014 from Mr. Pankaj Jamnadas Vora. The details seeking re-appointment as perRegulation 36 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 is attached herewith. (Annexure- E).

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.

In evaluating the suitability of individual Board members the Committee may take intoaccount factors such as:

i. General understanding of the Company's business;

ii. Educational back ground and experience:

iii. Personal and professional ethics integrity and values; iv. Willingness to devotesufficient time and energy in carrying out their duties and responsibilities effectively.

20. Number of meetings of the Board of Directors

During the year from 1st April 2020 to 31st March 2021 theBoard of Directors met eight times on the following dates:

Sr. No. Date Board Strength No. of Directors Present
1 15/05/2020 4 4
2 29/07/2020 4 4
3 13/08/2020 4 4
4 29/08/2020 4 4
5 06/11/2020 4 4
6 30/12/2020 4 4
7 28/01/2021 4 4
8 20/03/2021 4 4

21. Audit Committee

The members of the Audit Committee of the Company are as under:

No. Name of Director Designation
1 Mrs. Aashka Sanket Vadalia Non-Executive Director Independent
2 Mr. Jagesh Mahendrabhai Doshi Non-Executive Director Independent
3 Mr. Pankaj Jamnadas Vora Whole Time Chief Financial Officer Director cum

There was no occasion regarding non acceptance of any recommendation of the AuditCommittee during the year.

Audit Committee meetings were held on 29-07-2020 13-08-2020 06-11-2020 &28-01-2021.

22. Details of establishment of vigil mechanism for directors and employees

The Board has appointed the following persons as members of vigil committee:

No. Name of Director Designation
1 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
2 Mr. Pankaj Jamnadas Vora Whole Time Director cum Chief Financial Officer
3 Mrs. Mayuri Pankaj Vora Non-Executive Director

The Company has framed a whistle blower policy in terms of listing agreement and thesame may be accessed on the Company's website.

23. Nomination and Remuneration Committee

The members of Nomination and Remuneration Committee of the Company are as under:

No. Name of Director Designation
1 Mrs. Aashka Sanket Vadalia Non-Executive Independent Director
2 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
3 Mrs. Mayuri Pankaj Vora Non-Executive Director

The Committee was re-constituted on 13-08-2020 by appointing Mrs. Mayuri Pankaj VoraNon-executive Director of the Company in place of Mr. Pankaj Jamnadas Vora Director ofthe company.

The policy formulated by nomination and remuneration committee:

The Company follows a market linked remuneration policy which is aimed at enabling theCompany to attract and retain the best talent. The Company does not have an EmployeesStock Option Policy.

The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/Independent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with the performance of individual andgroup and also maintains a balance between both short and long term objectives of thecompany.

Remuneration committee meeting was held on 13-08-2020 during the year ended 31stMarch 2021.

24. Stakeholders Committee

The members of Stakeholders Committee of the Company are as under:

No. Name of Director Designation
1 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
2 Mrs. Mayuri Pankaj Vora Non-Executive Director
3 Mr. Pankaj Jamnadas Vora Whole Time Director cum Chief Financial Officer

Stakeholders Committee were held on 29-07-2020 & 28-01-2021 during the year.

25. Particulars of loans guarantees or investments under section 186

The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate except loan to employees of the Company as per Company's policyfor employees.

26. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related partyreferred to in sub-section (1) of section 188 of the Companies Act 2013.

Form No. AOC -2 regarding transactions under section 188 of the Companies Act 2013 isenclosed herewith (Annexure-B).

27. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-C).

28. Secretarial Audit Report:

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. Dinesh Mehta & Co. a company secretary in practice enclosed herewith(Annexure-D).

The Secretarial Audit Report does not contain any qualification reservation or adverseremark except:

i) The Company has not dematerialised its shares.

Explanation:

i) The Company is in the process of dematerialisation of its shares. The Company hasappointed Adroit Corporate Services Pvt. Ltd. is as its share transfer agent at themeeting of the Board of Directors of the Company held on 29th August 2020.

29. Corporate Governance Certificate

As stipulated in the Regulation 72 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 the Company does not require tocomply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital doesnot exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified inRegulation 15 and hence did not need to obtain Corporate Governance Certificate.

30. Disclosures required under Schedule V regarding Annual Report pursuant toRegulation 34(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015:

Disclosures mentioned in para A of Schedule V:

Disclosure regarding compliance with the Accounting Standard on ‘Related PartyDisclosures' has been given in the notes to the accounts.

Disclosures mentioned in para B of Schedule V:

The Management Discussion and Analysis Report has been attached along with theDirectors'

Report as Annexure - F.

Disclosures mentioned in para C D & E of Schedule V:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 para C D and E of Schedule Vdoes not apply to the Company.

Disclosures mentioned in para F of Schedule V:

There are no shares in demat suspense account or unclaimed suspense account.

31. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designatedmanagement personnel. All the Board members and senior management personnel have agreed tofollow compliance of code of conduct.

32. Risk management policy

In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. Your Company's risk managementis embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to Integra Switchgear Ltd Mitigation Plans
Commodity Price Risk Risk of price fluctuation on basic raw materials used in the process of manufacturing The Company commands business relationship with the buyers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways.
Uncertain global economic environment Impact on demand The Company is in domestic market only.
slow growth in global economy
Interest Rate Risk Any increase in interest rate can affect the finance cost The Company has not borrowed money except unsecured loan taken from Directors of the Company.
Human Resources Risk Your Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. We do not anticipate any major issue for the coming years.
Competition Risk Every company is always exposed to competition risk. By continuous efforts to enhance the brand image of the Company by focusing on quality cost timely delivery and customer service.
Compliance Risk Increasing regulatory Requirements. Any default can attract penal provisions By regularly monitoring and review of changes in regulatory framework.
Industrial Safety Employee Health and Safety Risk The electrical engineering industry is exposed to accidents and injury risk due to human negligence. By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee.

33. Directors' Responsibility Statement

Your Directors state that

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period; c) the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

34. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the Director. All employees(permanent contractual temporary trainees) are covered under the policy. There was nocompliant received from any employee during the financial year 2020-21 and hence nocomplaint is outstanding as on 31.03.2021 for redressal.

35. Compliance with Secretarial Standards and SEBI (Listing Obligation and DisclosureRequirement) Regulations.2015:

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 from time to time except there is no dematerialization of its equity shares duringthe financial year 2020-21. The Company is in process of dematerialization of shares.

36. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India and all other statutory and non-statutory agencies for theircooperation.

The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.

By Order of the Board of Directors

Pankaj Jamnadas Vora Jagesh Mahendrabhai Doshi
Whole Time Director cum CFO Director
DIN: 00259241 DIN: 00259347
Date : 10-08-2021
Place : Regd. Office
343 GIDC Estate D Lane Makarpura
Vadodara-390010GujaratIndia.

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