To,
The Members
Integra Engineering India Limited
Your Directors are pleased to present their Forty first Boards Report together with
the Audited Financial Statements for the year ended on 31st March, 2023.
1. The state of the Companys Affairs including Financial summary/ highlights
|
(Amount Rs. in lakhs) |
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Sales & Other Income |
13372.78 |
10503.44 |
13372.78 |
10503.44 |
Profit before Finance Cost, Depreciation and Taxes |
2199.82 |
1600.70 |
2199.82 |
1600.70 |
(Less): Finance Cost |
(117.46) |
(99.44) |
(117.46) |
(99.44) |
(Less): Depreciation & Amortization |
(216.07) |
(166.37) |
(216.07) |
(166.37) |
Profit before Taxes |
1866.29 |
1334.89 |
1866.29 |
1334.89 |
(Less): Tax Expenses |
(47.77) |
(424.63) |
(47.77) |
(424.63) |
Profit for the year |
1818.52 |
910.26 |
1818.52 |
910.26 |
Other Comprehensive Income |
1.24 |
(9.95) |
1.24 |
(9.95) |
Total Comprehensive Income |
1819.77 |
900.31 |
1819.77 |
900.31 |
All significant accounting policies and material transactions have been disclosed in
notes on accounts to the financial statement as on 31st of March 2023.
2. Dividend
In view of the need to conserve the resources of the Company especially keeping in view
of further capital investment into the infrastructure to support the growth of the
Company, the Directors of the Company do not recommend dividend for the year.
3. Reserves
The Company has not transferred any profits generated during the Financial Year 2022-23
to the General Reserve.
However, in view of exercise of option and consequent allotment of 1,20,000 Equity
shares of Rs. 1 each at an exercise price of Rs. 36 per share, Rs. 22.87 lakhs out of ESOP
Reserve has been transferred to General Reserve.
4. Report of frauds
There have been no instances of fraud reported by the Auditors under section 143(12) of
the Companies Act, 2013(the Act) and rules framed there under either to the Company or
to the Central Government.
5. Change in the nature of business
There was no change in the nature of business during the year under review.
6. Material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of report
No material changes occurred subsequent to the close of the financial year of the
Company to which the financial statement relates and the date of the report.
7. Details of significant and material orders passed by the Regulators or courts or
tribunals impacting the going concern status and Companys operations in future
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Companys operations in future during the financial
year.
8. Details in respect of adequacy of internal financial controls with reference to the
financial statements
The Company has appointed the internal auditor for ensuring adequacy of internal
financial controls and your Board has taken adequate care for financial control.
9. Performance and financial position of each of the subsidiaries, associates, and
joint venture Companies
No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the
Company during the year. However, the Company has one associate Company i.e. "Integra
Systems Private Limited". Form AOC-1 in this regard, is attached at the end of
financial statements.
10. Deposits
The Company has neither accepted nor renewed any deposit within the meaning of the
Companies (Acceptance of Deposits) Rules, 2014.
11. Disclosure regarding issue of Employee Stock Option:
The Company has one Employee Stock Option Scheme viz Integra Engineering India
Employees Stock Option Plan 2015 which was approved by the Members by a special
resolution at their Thirty Third Annual General Meeting held on 12th August 2015.
During the financial year 2022-23, there were no material changes in the Employee Stock
Option Plan of the Company. The Scheme is in compliance with the SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme, Guidelines, 1999 as well as prevailing
Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,2021
The Company has received a certificate from M/s. Pantomath Capital Advisors (P) Ltd.
that Integra Engineering India Employees Stock Option Plan 2015 have been implemented in
accordance with the SEBI Regulations and the resolution passed by the Members in their
general meeting. The certificate would be placed at the ensuing Annual General Meeting for
inspection by the Members.
The Company received in-principle approval from BSE on 13th November, 2017.
The Board of Directors would like to inform that there is no material change in the
Integra Engineering India Employees Stock Option Plan 2015 as per Regulation 14
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. Relevant applicable details mentioned under Part F of Schedule I of
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are available on the website of the Company www.integraengineering.in
Nomination and Remuneration Committee constituted by the Board of Directors of the
Company has at its meeting held on 22nd August 2017, granted, under the "Integra
Engineering India Employees Stock Option Plan 2015", 1,80,000 (One lakh eighty
thousand) Stock Options representing an equal number of equity shares of face value of Rs.
1/- each in the Company, at an exercise price of 36.
Accordingly, in view of exercise of option by immediate relative of Late Mr. Utkarsh
Pundlik, the Board of Directors of the Company at its meeting held on 19th July 2022
allotted 1,20,000 Equity shares of Rs. 1 each at an exercise price of Rs. 36/- each.
12. Annual Return on website
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act a copy of the Annual
Return is placed on the website of the Company i.e. www.integraengineering.in
13. Disclosure regarding issue of Sweat Equity shares
During the year, the Company has not issued Sweat Equity shares. Hence, details as per
Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported
yet.
14. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are attached herewith as Annexure-A.
15. Corporate Social Responsibility (CSR)
The Corporate Social Responsibility (CSR) Committee constituted in terms of the
provisions of Section 135(1) of the Act reviewed and adopted CSR policy aligned with the
activities specified in Schedule VII of the Act.
The amount required to be spent on CSR activities during the year under review in
accordance with Section 135 of the Act worked out to be Rs.19,62,729 for the year 2022-23.
As against that the Company has spent Rs. 19,92,477 during the financial year.
The requisite details on CSR activities pursuant to section 135 of the Act read with
the companies (CSR Policy) Rules, 2014 are attached as Annexure - B.
16. Directors:
A) Details of Appointment/resignation of Directors and Key Managerial Personnel
Mr. Adrian Oehler was reappointed as a Retiring Director by the members at their 40th
Annual General Meeting held on 19th July 2022. There was no change in the Key Managerial
Personnel.
Mr. Bharat Salhotra was appointed as an Additional Director to hold office upto next
Annual General Meeting in capacity of Non-Executive Independent Director w.e.f. 1st June
2023 for the period of five years subject to approval of members. Requisites resolutions
are being proposed for your approval at ensuing Annual General Meeting.
B) Statement on declaration given by independent directors under Section 149(6) Of the
Act
The Board of Directors hereby declares that all the independent directors duly
appointed by the Company have given the declaration and they meet the criteria of
independence as provided under Section 149(6) of the Act.
C) Statement with regards to integrity, expertise and experience of independent
directors
Your Directors are of the opinion that the Independent Directors of the Company are of
high integrity and suitable expertise as well as experience (including proficiency)
D) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of the Board, its
committees and individual Directors which include criteria for performance evaluation of
executive directors and non-executive directors. The Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its committees. The Board of Directors has expressed their
satisfaction with the evaluation process.
A statement indicating the manner in which a formal annual evaluation has been made by
the Board of its own performance and that of its committees and individual directors has
been given in the Report of Corporate Governance.
17. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors.
During this year, four Board and four audit committee meetings were held, the details
of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under The Act
and The Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [LODR].
18. Details of establishment of vigil mechanism for directors and employees
The Company has framed vigil mechanism in terms of The Companies Act, 2013 read
with Regulation 22 of LODR and the same may be accessed on the Companys website. Further,
every employee of the Company can directly report to the Chairman of the Audit Committee
when she / he becomes aware of any actual or possible violation of the Code or an event of
misconduct, act of misdemeanor or act not in the Companys interest.
19. Particulars of loans given, guarantees given, investments made and securities
provided
Details of loans, guarantees and investments are within the limit of the provisions of
Section 186 of The Act as appearing in the Note 8 and Note 16 to the financial statements.
20. Particulars of contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties in Form AOC-2 are
enclosed as per Annexure-C.
21. Managerial Remuneration
Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1),
5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are enclosed herewith as per Annexure-D.
22. Auditors
• Statutory Auditors
M/s. CNK & Associates LLP, Chartered Accountants, have been appointed as Statutory
Auditors of the Company from the conclusion of the 38th Annual General Meeting to hold
office upto the conclusion of 43rd Annual General Meeting.
• Internal Auditors
M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as
Internal Auditors of the Company in terms of Section 138 of The Companies Act, 2013 and
rules framed thereunder, for the Financial Year 2023-24 by the Board of Directors, upon
recommendation of the Audit Committee.
• Secretarial Auditors
M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara, Gujarat,
were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company as
per provisions of Section 204 of The Companies Act, 2013 and issue of Annual Secretarial
Compliance certificate pursuant to Regulation 24A of LODR. The Secretarial Audit Report
and Annual Secretarial Compliance Report have been annexed to this Report as per Annual Annexure-
E & F respectively.
• Explanation or Comments on disqualifications, reservations, adverse remarks or
disclaimers in the Auditors Reports;
Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their
respective draft reports, have made any qualifications, reservations, adverse remarks or
disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.
23. Corporate Governance Report
The Company has been following the principles and practices of good Corporate
Governance and has ensured compliance of the requirements under LODR.
A detailed report on Corporate Governance as required under Regulation 34 read with
Part C OF Schedule V to LODR is appended along with the Corporate Governance Certificate,
issued by M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara,
Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate
Governance forming part of the Boards Report as per Annexure-G.
24. Management Discussion and Analysis Report
A report on Management Discussion and Analysis, as required in terms of Regulation
34(2) of LODR forms part of this Report. It deals with the Business Operations and
Financial Performance, Research & Development Expansion & Diversification, Risk
Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc.
enclosed as per Annexure-H.
25. Risk management
The Management has put in place adequate and effective system and manpower for the
purposes of risk management. In the opinion of the Board, there are no risks which would
threaten the existence of the Company.
26. Directors Responsibility Statement
In terms of Section 134(3)(c) read with 134(5) of the Act, your Directors would like to
state:
a) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
b) that the directors had 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;
c) that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the directors had prepared the annual accounts on a going concern basis;
e) that the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively and
f) that the directors had devised proper systems to ensure/ compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.
All employees (permanent, contractual, temporary, trainees) are covered under the said
policy. Internal Complaints Committee has also been set up to redress complaints received
on sexual harassment.
During the year under review, no complaint was reported to the Board and accordingly,
the Company has no information to report on filing and disposal of the cases pursuant to
Section 22 of the said Act.
28. Directors Training & Familiarization
The Directors are regularly informed during the meetings of the Board and the
Committees, of the activities of the Company, its operations and issues faced by the
Engineering Industry. Considering the long association of the Directors with the Company
and their seniority and expertise in their respective areas of specialization and
knowledge of the engineering industry, their training and familiarization were conducted
in the below mentioned areas:
• The Roles, Rights, Responsibilities and Duties of Independent Directors
• Business Development Strategy and Plans
• Changes brought in by the introduction of the Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
• Changes in the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
29. Audit Committee
The Audit Committee of the Board consists of Four Independent and One Non-Executive
Non-Independent Director.
The composition, role, terms of reference as well as power of the Audit Committee are
in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and
Rules framed thereunder.
The details of all related party transactions are placed periodically before the Audit
Committee. All the recommendations made by the Audit Committee were accepted by the Board.
The Company has in place a Vigil Mechanism; details of which are available on the
Companys website.
The details relating to the same are given in the report on Corporate Governance
forming part of this Report.
30. Nomination and Remuneration Policy
Your Board has adopted a Nomination and Remuneration Policy as required by Section 178
of The Act. The Policy provides for the appointment and removal of Directors, Key
Managerial Personnel and Senior Management employees and their remuneration. The terms of
reference of the Nomination and Remuneration Committee are given in the Report on
Corporate Governance under the section "Nomination and Remuneration Committee".
31. Nomination and Remuneration Committee
In compliance with Section 178 of The Act, Your Company has in place a "Nomination
and Remuneration Committee".
The powers, role and terms of reference of the Nomination and Remuneration Committee
cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act,
and Rules and Regulations, framed thereunder, besides other terms as may be referred by
the Board of Directors. The terms of reference of the Nomination and Remuneration
Committee, number and dates of meeting held, attendance of the Directors and remuneration
paid to them are given separately in the attached Corporate Governance Report under the
section "Committees of the Board".
32. Maintenance of Cost Records
The Company had appointed the Cost Auditor in the Financial Year 2022-23 as the Company
was required to get the cost records audited pursuant to Section 148(1) of the Act and the
Company.
33. Secretarial Standards
In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of
Board of Directors effective from 01.10.2017), your directors state that the Company has
been compliant of applicable Secretarial Standards during the year under review.
34. No application/ proceeding under IBC
Neither any application is made, nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has
no information to offer in this regard.
35. No one time settlement
The Company has not undergone any one-time settlement and accordingly the Company has
no information to offer in respect of the difference between the amount of the valuation
at the time of one-time settlement and the valuation date while taking loan, if any.
36. Revision in the Boards Report
Initially, the Boards Report for the year ended 31st March 2023 was approved by the
Board at its meeting held on 11th May 2023. Subsequently, the Board at its meeting held on
1st June 2023 approved revision in the Boards Report by way of addition of second
paragraph to Clause no. 16A of the Boards Report in respect of appointment of Mr. Bharat
Salhotra as an Additional Director in the capacity of Non-Executive Independent Director
in the same Board Meeting.
37. Acknowledgements
The Directors express their gratitude to Integra Holding AG, Switzerland for its
continuous support and thank the Companys employees, customers, vendors, and investors.
A special thank goes to the commendable performance by the Government of India,
Government of various states in India, Government of various countries and concerned
departments.
FOR AND ON BEHALF OF THE BOARD,
INTEGRA Engineering India Limited
Sd/-
Corinne Ruckstuhl
Chairperson & Non-Executive Director
DIN:03531399
Place : Halol
Date: 1st June 2023
+91-9892691696
