BOARD'S REPORT To, The Members Integra Engineering India Limited Post Box No. 55, Chandrapura Village , Taluka Halol, Panchmahal-389350. Gujarat. Your Directors are pleased to present their Thirty Fourth Board's Report together with the Audited Financial Statements for the year ended on March 31, 2016 1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)} In Form MGT-9 enclosed as Annexure - A. 2. NUMBER OF BOARD MEETINGS: (Section 134) The Board of Directors duly met 5 times on 13/05/2015, 12/08/2015, 03/11/2015, 05/12/2015 and 10/02/2016. 3. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and Loss of the Company for that period; iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Directors have prepared the annual accounts on a going concern basis. v) The directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively. vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively. 4. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS (Section 134): 1. Mr. Shalin Divatia 2. Mr. Rahul Divan 3. Mr. Bhargav Patel 4. Mr. Mahendra Sanghvi were the Independent Directors on the board during the year being more than one third of the total strength of the board and have remained independent throughout the year as contemplated in sub section (6) of section 149 and has submitted statement of declaration for the year as well . 5. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION: {Section 178 (3) and 178 (4) } The Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to remuneration for the directors, key managerial personnel and other employees. The policy is presented as follows: The appointment or reappointment of a director is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required by the post. Remuneration : There are no Whole-time Directors of the company and thus no remuneration is paid by the Company. The Nomination and Remuneration Committee also recommends the sitting fees which is required to be paid to Non Executive Directors and Independent Directors of the company. Appointment: As per the Articles of Association of the Company, one third strength of the Board is required to retire by rotation at the ensuing Annual General Meeting. Mr. Adrian Oehler are liable to retire by rotation at the ensuing Annual General Meeting. 6. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE QUALIFICATIONS : Auditors: M/s. K. C. Mehta & Co. Chartered Accountants, bearing FRN. 106237W who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 from the conclusion of this Annual General Meeting till the conclusion of Thirty Eighth Annual General Meeting of the Company subject to ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members. The Auditors in their Audit Report/in the Annexure to their Audit Report have not provided with any qualification. 7. SECRETARIAL AUDIT: Secretarial Audit Report in terms of Section 204 (1) is enclosed as Annexure B. M/s. Devesh Vimal & Co., Practicing Company Secretaries were engaged by the Board for the purposes of Secretarial Audit for the year ended on 31/03/2016. The Secretarial Auditors in their Secretarial Audit Report/in the Annexure to their Audit Report have not provided with any qualification except following observations: (a) We have been given to understand that the Company is in process of making payment to the shareholders of erstwhile Integra India Group Company Limited (Rs.Transferor Company's.) entitled to payment in lieu of fractional shares entitlment in terms of amalgamation of the transferor Company with the Company approved by Hon'ble High court of Gujarat. Explanation: This observation is self explanatory. (b) The Company has neither MD nor CEO nor Manager nor Whole Time Director since resignation of Mr. Milind Shingate as CEO w.e.f. 10th March, 2016 as required u/s. 203 of the Companies Act, 2013. However, the Board to fill up either of the resultant vacancy within six months from the date of such vacancy. Explanation: Company will be filling up such vacancy within six months from the date of such vacancy. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186) The Company has not given any loan or security or made any investment during the financial year 2015-16. However, Bank gaurantee was issued by the Company to its Customer of X.25,00,000/- and which was expired as on 31st of December, 2015. Further, bank gaurantee of X. 2,85,000/- has been issued as on 31st of March, 2016 and they will expire in the financial year 2016-17 and 2017-18. RELATED PARTIES TRANSACTION In Form AOC-2 enclosed as Annexure C 11. RESERVES: The Company proposes to carry Rs.1,30,18 (Rs.000) to the Reserves from net profits of Rs. 1,30,18 (Rs.000). All the Requirements as laid down in Companies Act, 2013 and Rules made thereunder are complied with. 12. DIVIDEND: In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year. 13. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT: There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company. 14. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of energy: Steps taken / impact on conservation of energy, with special reference to the following: (i) steps taken by the company for utilizing alternate sources of energy including waste generated N.A. (ii) Capital investment on energy conservation equipments- N.A. (B) Technology absorption: 1. Efforts, in brief, made towards technology absorption - N.A. 2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. -N.A. 3. No technology was imported during the last 3 years - N.A. 4. Expenditure incurred on Research and Development - N.A. (C) Foreign exchange earnings and Outgo PARTICULARS AMOUNT ( Rs.) Foreign Exchange earned in terms ofactual inflows during the year 5,975 (Rs.000) Foreign Exchange outgo during the year in terms of actual outflows 9151 (Rs.000) 15. RISK MANAGEMENT POLICY : The Management has put in place adequate effective system and man power for the purposes of risk management by formulating risk management policy of the Company. 16. CORPORATE SOCIAL RESPONSIBILITY (CSR): Since the Company’s net worth does not exceed Rs.500 crores or Company’s turnover does not exceed Rs. 1000 crores or the Company’s net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable. 17. FORMAL ANNUAL EVALUATION: The Company has devised a policy for performance evaluation of Independent directors, Board, Committees & individual directors which includes criteria for performance evaluation of executive directors & non-executive directors. Board of directors have expressed their satisfaction with the evaluation process. 19. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 Since the company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made. 20. REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT {Section 131 (1) S} The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial year. 21. RESIGNATION OF DIRECTOR {Section 168(1)} The Board of Director is duly constituted and none of the directors have resigned from the office of the director during this Financial year 2015-16. 22. AUDIT COMMITTEE {Section 177 (8)} The Company has established an Audit Committee consisting of Mr. Shalin Divatia, Mr. Rahul Divan, Ms. Corinne Raez, Mr. Bhargav Patel and Mr. Mahendra Sanghvi, the majority being the Independent directors. 24. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013: No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company’s Holding or Subsidiary companies during the financial year 2015-16. 25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: There is one Associate of "Integra Engineering India Limited" (i.e.) (Refer form AOC-1 at page No. 72) "Integra Systems Private Limited." 26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company. 27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman of the committee. 33. CORPORATE GOVERNANCE REPORT Corporate governance was not applicable during the year 201516, because as per previous audited balance sheet for the financial year ended on 31st of March, 2015, Paid up equity share capital of the Company was below 10 Crores and Networth also did not exceed 25 Crores. 34. ACKNOWLEDGEMENTS Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support. Your Directors would also like to express their gratitude for the assitance and co-operation received from Banks, Government Authorities, valuable customers, vendors and the members of the Company for their continued support and also extend their appreciation to the employees of the Company at all levels, for their unstinted commitment, dedication and team work. . FOR AND ON BEHALF OF THE BOARD, INTEGRA Engineering India Limited. Adrian Oehler Chairman & Non-Executive Director DIN: 00360332 Place : Halol Date: May 12,2016 |