Integra Engineering India Ltd Directors Report.

The Members

Integra Engineering India Limited

Your Directors are pleased to present their Fortieth Boards Report together with the Audited Financial Statements for the year ended on 31st March 2022.

1. The state of the Companys Affairs including Financial summary/ highlights

(Amount Rs. in lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Total Sales & Other Income 10503.44 6485.62 10503.44 6485.62
Profit before Finance Cost, Depreciation and Taxes 1600.70 995.37 1600.70 995.38
(Less): Finance Cost (99.44) (71.23) (99.44) (71.23)
(Less): Depreciation & Amortization (166.37) (153.40) (166.37) (153.40)
Profit before Taxes 1334.89 770.74 1334.89 770.74
(Less): Tax Expenses (424.63) (230.10) (424.63) (230.10)
Profit for the year 910.26 540.64 910.26 540.64
Other Comprehensive Income (9.95) 1.98 (9.95) 1.98
Total Comprehensive Income 900.31 542.62 900.31 542.62

All significant accounting policies and material transactions have been disclosed in notes on accounts to the financial statement as on 31st of March 2022.

2. Dividend

In view of the need to conserve the resources of the Company and in need of further capital investment into the infrastructure to support the growth of the company, Directors of the Company do not recommend dividend for the year.

3. Reserves

The Company is not required to transfer any amount to its reserve. Hence no amount is transferred to reserves during the year under review.

4. Report of frauds:

There have been no instances of fraud reported by the Auditors under section 143(12) of the Act and rules framed there under either to the Coampny 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 regards, 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. Share Capital:

During the year under review, the Company has not issued any securities.

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 2021-22, 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) Regulations, 2014 read with SEBI circular dated 16th June, 2015.

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 had received in-principle approval from BSE on 13th November, 2017.

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 lac 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. However, so far no employee has excercised the same.

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

12. Extract of Annual Return

Annual Return as required under Setion 92(3) read with Section 134(3)(a) of the Companies Act, 2013 (the Act) is available at 047393.pdf

13. 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.

14. 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 activites 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. 16.77 lakhs for the year 2021-22. As againt that the Company has spent Rs.16.78 lakhs 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.

15. Directors:

A) Details of Appointment/resignation of Directors and Key Managerial Personnel

Mrs. Corinne Ruckstuhl was reappointed as a Retiring Director by the members at their 39th Annual General Meeting held on 20th July 2021. There was no other change in the Directors.

Mr. Utkarsh Pundlik, Chief Executive Officer left us unexpectedly for heavenly abode on 4th September 2021. The board expresses its gratitude for his visionary leadership and efforts to develop and grow the company. Soon after his sad demise, the Board had decided to authorise Mr. Bhavin Kariya to handle the business operations on 9th September 2021 and he has been designated the Chief Financial Officer, Business Incharge.

Considering his long association with the Company and his understanding of the Industry as well as Business, the Board has appointed Mr. Bhavin Kariya as Chief Executive Officer of the Company with effect from 5th February 2022.

The vacancy caused due to promotion of Mr. Bhavin Kariya from Chief Financial Officer to Chief Executive Officer, was filled up by the appointment of Mr. Kunal Thakrar as Chief Financial Officer with effect from 9th February 2022.

B) Reappointment of Independent Directors

Mr. Shalin Divatia, Mr. Rahul Divan and Mr. Bhargav Patel were reappointed as independent Directors of the Company on 29th March 2020 and Mr. Mahendra Sanghvi was reappointed as Independent Director on 11th June 2020 for a term of 5 consecutive years on the Board of the Company in terms of Section 149(10) of the Act.

C) 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


D) 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).

E) 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.

16. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During this year, eight Board and four audit committee meetings were convened and 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 Companies Act, 2013 and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015[LODR].

Statement indicating the manner in which 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. 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.

18. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, gaurantees and investments are within the limit of the provisions of Section 186 of The Act as appearing in the Note 7 and Note 15 to the financial statements.

19. 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.

20. 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.

21. 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 2022-23 by the Board of Directors, upon recommendation of the Audit Committee.

• Secretarial Auditors

M/s. Devesh Pathak & Associates, Practising 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 Anuual 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 Anuual 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.

22. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 LODR.

A detailed report on Corporate Governance as required under Regulation 34 of LODR is appended alongwith the Corporate Governance Certificate, issued by M/s. Devesh Pathak & Associates, Practising 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.

23. 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.

24. Risk management

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

25. 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.

26. 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.

27. 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 assosciation of the Directors with the Company and their seniority and expertise in their respective areas of specialisation 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

28. 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 Mechnanism; 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.

29. 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 Mangerial Personnel and Senior Management employees and their remuneartion. 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".

30. 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".

31. Maintenance of Cost Records

The Company was required to maintain Cost Records as specified by the Central Government pursuant to Section 148(1) of the Act and the Company has made and maintained accounts and records accordingly.

32. Secretarial Standards

In terms of clause no. 9 of revised SS-I (Revised Sectretarial 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.

33. 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 the regard.

34. No one time settelement

The Company has not undergone any one time settlement and accordingly the Company has no information to offer in respect of difference between the amount of the valuation at the time of one time settlement and the valuation date while taking loan, if any.

35. 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.

The Directors would like to thank all stakeholders for their continued full support even during pandemic and turbulent times. The Board also acknowledges the contribution of Late Mr. Utkarsh Pundlik in the success of the Company. The Company has immensely benefited from his skills, knowledge and experience. He was not only ensuring success in business but also concerned about society and highly valued as a colleague and friend.