Integra Essentia Ltd Directors Report

3.83
(1.86%)
Jul 23, 2024|12:00:00 AM

Integra Essentia Ltd Share Price directors Report

Dear Shareholders,

The Directors present the 16th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31, 2023 is tabulated below:

Particulars

FY 2022-23

FY 2021-22

Net Sales /Income from Business Operations

24141.41

6852.54

Other Income

408.73

0.83

Total Income

24550.15

6860.82

Cost of material consumed

-

-

Purchase of Stock in trade

23561.67

6641.80

Employee Benefit Expense

49.53

20.02

Changes in Inventories

-

--

Financial Costs

0.64

4.57

Depreciation

2.60

0.12

Other Expenses

218.21

85.46

Profit before Exceptional items

717.50

108.84

Less: Exceptional items

-

-

NetProfit

717.50

108.84

Less Current Tax

57.30

-

Less Previous year adjustment of Income Tax

-

-

Less Deferred Tax

(0.27)

0.01

Profit for the Period

660.48

108.83

Earnings per share

0.14

0.10

During the year under review, the Company achieved a turnover of Rs. 24,550.15 Lakhs, whereas, the Profit of the Company for the period under review were Rs. 660.48 Lakhs as compared to profit of the company Rs. 108.83 Lakhs in the previous year.

2. BUSINESS OVERVIEW

Our Company is engaged in dealing, trading of agricultural commodities, life necessities, items of basic human needs, organic and natural products and processed foods etc and other essential goods, infrastructural products among others.

Our Company now strives to be the ultimate one-stop-shop for all life essentials goods be it Roti?, Kapda? or Makan?, and main object of the Company were also amended with requisite members approval.

Detailed information on the Company?s Business overview and future outlook is incorporated in Management Discussion and Analysis forming part of the report.

3. CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND OPEN OFFER

During the year under review, there is no such change.

4. CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

During the year under review, the Company has not changed its registered office.

5. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

6. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2022-23.

7. SHARE CAPITAL

As on March 31, 2023, the Issued and Paid-up Share Capital of the Company stood at Rs. 45,70,33,003/- divided into 45,70,33,003 fully paid-up equity shares of face value of Rs. 1/- per share.

During the financial year 2022-23, to augment the long-term financial resources of the Company, the members approved the fund raising by way of following Right Issues:

Particulars

Right Issue-1

Right Issue-2

Date of Board Approval

December 21, 2021

August 9, 2022

Date of members approval

January 22, 2022

September 10, 2022

Issue Size

4,980.32 Lakhs

4,994.58 Lakhs

No. of Shares to be issued

27,66,84,812

7,13,51,144

Rights Entitlement Ratio

33:13

37:200

Issue Price

Rs. 1.80/- per share

Rs. 7/- per share

Premium

Rs. 0.80/- per share

Rs. 6/- per share

Record Date

May 05, 2022

November 17, 2022

Issue Period

From May 16, 2022 to June 14, 2022

From Dec 1, 2022 to Dec 14, 2022

Date of Allotment

June 20, 2022

December 20, 2022

No. of Fully Paid-up Shares issued

27,66,84,812

7,13,51,144

Outstanding fully paid-up Equity Shares prior to the Rights

10,89,97,047 Equity shares of Re. 1/-

38,56,81,859 Equity shares of Re.

Issue

each

1/- each.

Outstanding fully paid-up Equity Shares post Right Issue

38,56,81,859 Equity shares of Re. 1/-

45,70,33,003 Equity shares of Re.

each.

1/- each.

8. DEPOSITS

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.

10. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except the changes specifically described in this report, there has been no change/commitment Company during the period from the end of the financial year 2022-23 to the date of this report.

12. WEB ADDRESS FOR ANNUAL RETURN

Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual Return as on 31st March, 2023 as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website www. integraessentia.com By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board?s report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual

Report and forms part of the Directors? Report.

14. CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing

Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company?s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower Policy is available on the

Company?s website https://www.integraessentia.com/investor-relations

16. BOARD OF DIRECTORS

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company?s Board consists of learned professionals and experienced individuals from different fields. As on March 31, 2023,

Board comprises of Six Directors. Amongst the directors, two are executive, and four are Non-Executive Independent Directors including three Women Independent Directors on the Board.

Accordingly, as on March 31, 2023, the composition of Board of Directors is as follows:

Sl. No. DIN

Name

Designation

Date of Appointment

1. 00255689

Mr. Vishesh Gupta

Managing Director

August 7, 2021

2. 09665484

Mr. Manoj Kumar Sharma

Whole time Director

August 9, 2022

3. 09270389

Gunjan Jha

Independent Director

August 7, 2021

4. 09270483

Sony Kumari

Independent Director

August 7, 2021

5. 09271995

Mansi Gupta

Independent Director

August 7, 2021

6. 09270608

Komal Jain

Independent Director

August 7, 2021

*Mr. Komal Jain has resigned from directorship w.e.f. May 15, 2023 and Mr. Anshumali Bhushan (DIN: 01258923) was appointed as an Additional Director (Non Executive, Independent Director Category) for the period of 5 year commencing from May 17, 2023.

*Mr. Deepak Kumar Gupta (DIN: 00057003) has been appointed as Whole time Director cum CEO of the company w.e.f. July 27, 2023 for a term of five consecutive years effective from July 27, 2023 to July 26, 2028.

*Mr. Puneet Ralhan (DIN:03588116) has been appointed as Director (Marketing) of the company w.e.f. July 27, 2023 for a term of five consecutive years effective from July 27, 2023 to July 26, 2028.

* Mr. Manoj Kumar Sharma & Ms. Mansi Gupta has been resigned w.e.f. July 27, 2023 from the directorship of company. Thereafter, current composition of Board is as follows:

Sl. No. DIN

Name

Designation

1. 00255689

Mr. Vishesh Gupta

Managing Director

2. 00057003

Mr. Deepak Kumar Gupta

Whole time Director cum CEO

h:134.6pt;padding:0in 0in 0in 0in>

3. 03588116

Mr. Puneet Ralhan

Director (Marketing)

4. 09270389

Gunjan Jha

Independent Director

5. 09270483

Sony Kumari

Independent Director

6. 01258923

Anshumali Bhushan

Independent Director

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent

Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate

Affairs, Manesar (IICA). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills expertise as well as independent of the management.and There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (KMP?) of the

Company as on the date of this report:

Name

Designation

Mr. Vishesh Gupta

Managing Director

Mr. Deepak Kumar Gupta*

Whole time Director cum CEO

Mr. Puneet Ralhan

Director (Marketing)

Mr. Pankaj Kumar Sharma**

Company Secretary & Compliance Officer

* During the year under review, Mr. Sandeep Gupta resigned from the office of Chief Financial Officer of the Company with effect from August 20, 2022 and Ms. Shweta Gandhi was appointed as Chief Financial Officer with effect from October 15, 2022 who later resigned on December 20, 2022. lateron, Mr. Deepankar Gambhir was appointed as Chief Financial Officer with effect from April 27, 2023 who later resigned June 30, 2022 on and currently Mr. Ishan Mudgal has appointed as new Chief Financial Officer with effect from July 27, 2023. **During the year under review, Mr. Prince Chugh has resigned from the post of Company Secretary & Compliance Officer on August 9, 2022. Thereafter, Mr. Pankaj Kumar Sharma was appointed as new Company Secretary & Compliance Officer with effect from August 9, 2022.

17. PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an in-house? review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration

Committee, the following evaluations were carried out:

•Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

Review of the performance of the Chairperson by the Independent Directors.

Review of Board as a whole by all the Members of the Board.

Review of all Board Committees by all the Members of the Board.

Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

18. AUDITORS a) STATUTORY AUDITORS & AUDIT REPORT

M/s. Mayur Khandelwal & Co. who was appointed as statutory auditors of the Company for a period of 5 years i.e to hold office till the conclusion of 18th AGM to be held in the financial year 2025-26, resigned from the office of statutory auditor of the Company on July 29, 2022 resulting into into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

Therefore through members approval at 15th Annual General Meeting, the Board of director of your company has appointed M/s A

K Bhargav, Chartered Accountants, (Firm Registration No: 036340N) as the Statutory Auditors of the Company for a period of 5 consecutive years i.e from the conclusion of the ensuing 15th Annual General Meeting till the conclusion of Annual General Meeting which ought to be held in the year 2027.

Further, the statutory auditors? report for the financial year 2022-23donotcontainanyqualifications,reservations or adverse remarks. The auditors? report is attached to the financial statements of the Company.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Governmen

.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. Please refer the Secretarial audit report for all qualifications, reservations or adverse remarks.

Explanation to the observations in secretarial audit report is given as below:

Related Party Disclosure (March 31, 2022) was reported delayed by 5 days to the stock exchanges. Fine amount of Rs. 25,000/- was imposed by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed fines. Further, Disclosure of Related Party Transactions (March 31, 2023) was made 1 day after the date of publication of its financial results i.e. on April 28, 2023. It is noted that the delay was inadvertent and emphasized that going forward prescribed timelines should be strictly adhered to as far as practically possible.

Limited Review Report was not properly submitted to Exchange and got delayed by 25 days, for quarter ended December 31,2021. Fine amount of Rs. 1,30,000/- was imposed by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed fines.

It is clarified that inadvertently skipped to include the word

Limited Review Report in the Auditor?s report. The company assures to comply the regulation in near future within the timeline Non-submission of the voting results within the period provided under this regulation. Fine amount of Rs. 20,000/- was imposed by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed fines.

The company assures to comply the regulation in near future within the timeline

c) COST AUDIT

Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof is not applicable to your Company.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company?s internal control systems and processes commensurate with scale of operations of the Business. According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board?s report.

The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company

19. HUMAN RESOURCE MANAGEMENT

Integra is successfully expanding its business align with its core object i.e. Roti, Kapda, Makan. We work as team by aligning objectives with organizational strategy to drive business out comes successfully and personal motivation. The above success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The talent of individual employees utilized effectively managing it with strategies and initiatives driven to achieve business goals.

20. PARTICULARS OF EMPLOYEE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as Annexure A?. None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

PARTICULARS

CONSERVATION OF ENERGY

REMARKS

A. : The Steps taken or impact on conservation of energy;

The Company is taking electricity in the office and its branches.

due care for using

The Steps taken by the company for utilizing alternate sources of energy;

Company usually takes utilization of energy.

care for optimum

The Capital investment on energy conservation equipments

No capital investment on Energy Conservation equipment made during the financial year.

B. TECHNOLOGY ABSORPTION:

The Company has nothing to disclose with regard to technology absorption.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange earned:

Nil

Foreign Exchange outgo during the year in terms of actual outflows. Foreign Exchange outgo:

Nil

22. MEETINGS

A. BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31, 2023, five (5) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2023.

B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS: I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management?s financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Audit Committee met Six (6) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS? RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015. The Stakeholders? Relationship Committee met one (1) time duringthefinancialyear. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

23. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Company?s website at www.integraessentia.com.

24. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

. RISK MANAGEMENT

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and

Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the PIT Regulations?) on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant material orders passed by the Regulators/Courts which and its future operations.

. RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm?s length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm?s length transactions under third proviso thereto are disclosed in Form No.

AOC-2 which is annexed to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company?s website www.integraessentia.com. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

. ASSOCIATES & SUBSIDIARIES

The details of the subsidiaries company as of March 31st 2023 is as under: -

M/s R. K. Industries (Partnership Firm): A partnership firm that dealing in manufacturing of rice and other related agro based products. Which helps company to improve its trading activities related to agro business. The company become operating partner in M/s R K Industries on August 05, 2022 and acquired 66% share in the said partnership firm. The share of profit of partnership firm has been disclosed in Consolidated Financial Statements of Integra Essentia Ltd.

. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

. DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there have are no material departures; b) They 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 as at 31st March, 2023 and of the profit or loss of the Company for that period; c) They have taken proper and sufficientcare 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; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls to be followed by theCompanyandthatsuchinternalfinancialcontrols are adequate and were operating effectively; and f) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

35. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.

36. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000

Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our Company is not under the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

37. ENVIRONMENTAL SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company?s policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and cooperation of all employees and counts on them for the accelerated growth of the Company.

39. ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Company?s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors

Of Integra Essentia Limited

Sd/-

Sd/-

Vishesh Gupta

Deepak Kumar Gupta

Place: Delhi

Managing Director

Whole time Director cum CEO

Dated: July 27, 2023

(DIN: 00255689)

(DIN: 00057003)

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