Integra Switchgear Ltd Auditors Report.

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Integra Switchgear Limited, 10, GIDC, Por-Raman Gamdi,

District: VADODARA, Gujarat- 391243.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Integra Switchgear Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 (audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (Not applicable to the company during the audit period)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b)The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the company during the audit period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the company during the audit period) and

(h)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company during the audit period)

(i) The Securities and Exchange Board of India (Listing and Obligation Disclosure Requirements) 2015.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India are compiled.

(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange. Now Disclosure under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Company has not appointed key managerial personnel as required under section 203 of the Companies Act, 2013.

2. The Company has not dematerialised its shares.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All the decisions at the Board meetings and Committee meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors and committees, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Dinesh Mehta & Co.
Company Secretaries
Dinesh Mehta
Place: VADODARA Proprietor
Date: 18.05.2018 C.P.No.2127

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Management Discussion and Analysis

1) Industry Structure and Developments:

Integra Switchgears Limited is engaged in the manufacture of Electrical Apparatus for Switches (Including Relays) as per the requirement/specifications of its various clients. The company is manufacturing and supplying of Apparatus for Switches (Including Relays) meeting the standards of quality, design and specifications of its clients. The company has been manufacturing the various categories of switches including relays. The growth of the company is mainly linked to the growth of the Electrical Materials and Spare parts industry.

Indian Electrical Materials and Spare parts Industry

The Indian Electrical Materials and Spare parts have observed strong growth over the past few years. Economic liberalization and rising income of middle class population have had a positive impact on consumer spending and consumption in both rural and urban areas. Indian consumer now spends a significant proportion of various electrical materials and spare parts.

Various Electrical Materials and Spare parts have also seen strong demand as standard of living of consumers and life style increased from that it was earlier ten years.

Developments:

Create new markets quickly through products based on technology

Enhance growth by reaching new customers, deepening the customer experience and allowing them to dynamically mange pricing Increase profitability by altering operating cost structures through greater process automation Adopt business models that increase asset efficiency and long-term competitiveness

2) Opportunities and Threats:

Opportunities: New elements involving new ways with understanding clients and exploring new markets and business models shall open new opportunities for us to build strategic relationship with clients. Our reliability and efficiency of the equipment and effective service are key factors for success in this highly competitive industry.

Threats: The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company and by adopting various factors such as risk identification, impact assessment, risk evaluation, risk reporting, risk disclosures, risk mitigation and reporting.

3) Segment-wise or product-wise performance:

The Company has only one segment of manufacturing food processing instruments / equipments.

4) Outlook:

The outlook for business is positive as the company continue to remain focused on risk management and mitigation.

Total turnover during the year 2017-18 increased by Rs. 1.36 lac (73.91%) compared to previous year 2016-17 and there is loss of Rs. 5.25 lac (after tax) during the year 2017-18 compared to loss of Rs. 18.82 lac (after tax) in previous year 2016-17.

5) Risks and concerns:

Commodity Price Risk: Risk of price fluctuation on basic raw materials used in the process of manufacturing.

Uncertain global economic environment – slow growth in global economy: Impact on demand.

Interest Rate Risk: Any increase in interest rate can affect the finance cost

Human Resources Risk: Your Companys 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

Competition Risk: Every company is always exposed to competition risk.

Compliance Risk: Increasing regulatory Requirements: Any default can attract penal provisions

Industrial Safety, Employee Health and Safety Risk: The electrical engineering industry is exposed to accidents and injury risk due to human negligence.

6) Internal Control Systems

The Company has strengthened its internal control and audit aspects by appointing outside agency for internal audit of certain important aspects of operations, apart from usual transactional verifications. There are adequate checks and controls to ensure compliance of various statutes.

7) Financial performance

Total turnover during the year 2017-18 increased by Rs. 1.36 lac (73.91%) compared to previous year 2016-17 and there is loss of Rs. 5.25 lac (after tax) during the year 2017-18 compared to loss of Rs. 18.82 lac (after tax) in previous year 2016-17.

8) Human resource

The Company considers its employees as its valuable assets. The Company focuses on building an organisation through induction and development of talent to meet current and future needs. During the year under review, the Company continued to have cordial and harmonious relations with its employees.

By Order of the Board of Directors
Jamnadas Hirachand Vora Jagesh Mahendrabhai Doshi
Director Director
DIN: 00258809 DIN: 00259347
Dated : 28.05.2018
Place : Regd. Office
10, GIDC, Por Ramangamdi,
Dist. Vadodara – 391 243

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INDEPENDENT AUDITORS REPORT

To,

The Members,

INTEGRA SWITCHGEARS LIMITED

Vadodara

Report on the Financial Statements:

We have audited the accompanying financial statements of INTEGRA SWITCHGEARS LIMITED,. (Company Limited by Shares), Vadodara as at 31st March, 2018, which comprises the Balance Sheet as at March 31, 2018 Statement of Profit and Loss for the year ended, cash flow statements for the year ended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements:

Management is responsible for the matter stated in Section 134 (5) of the Companies Act, 2013("The Act") with respect to preparation of these Financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under section 133 of the Act notified under the Act, read with Rule 07 of the Companies (Accounts) Rule 2015.

This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud and irregularities, selections and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design , implementation and Mainatainace of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken in to accounts the provision of the Act, the accounting and auditing standards and the matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder and order under section 143(11) of the Act.

We conducted our audit in accordance with the Standards on Auditing specified under section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the companys preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company s Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

b) In the case of the Profit and Loss Statement, of the Loss for the year ended on that date.

c) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government in terms of section 143(11) of the Act , we give in the AnnexureA, statements on the matters specified in paragraphs 3 and 4 of the said order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books of the Company.

(c) The Balance Sheet, Profit & Loss statements and cash flow statements dealt with by this report are in agreement with the Books of accounts of the Company.

(d) In our opinion, the Balance Sheet, Profit & Loss Statement and cash flow statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 07 of the Companies (Accounts) Rule 2015.

(e) On the basis of the written representations received from the Directors of the Company as on 31st March 2018, taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on 31st March, 2018 from being appointed as a Director in terms section 164 (2) of the companies Act 2013.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate-report in "Annexure B".

(g) With respect to other matters to be included in the Auditors Report in accordance with rule 11 of the companies (Audit & Auditors) Rule 2014, in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial Statements as of 31st March 2018,

II. The Company has made provision in its Financial Statements as required under the applicable law or accounting standards , for material foreseeable losses on long terms contracts,

III. There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company.

IV. The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018

(h) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes on accounts in Notes annexed to and forming part of accounts give the information required by the Companies Act, 2013 in the manner so required give a true and fair view subject to:

1. Non provision of depreciation on fixed assets of the company read with note no. 3 forming part of the Notes to Accounts.

PLACE: VADODARA FOR C.MUKHERJEE & CO.
DATE: 28/05/2018 Chartered Accountants
Finm Reg. No. 0021495
(C. MUKHEREE)
Proprietor
- M.No.050861

ANNEXURE ‘A TO INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF INTEGRA SWITCHGEARS LIMITED (Referred to in paragraph 01 under "Report on other legal and regulatory requirement" of our report of even date)

In our opinion and according to the information provided to us, the nature of the Companys business/ activities/results during the year are such that clause (ii), of paragraph 3 of the Companies (Auditors Report) Order 2016 is not applicable to the company.

Further, in respect of other clauses, we report that.

(i) In respect of fixed assets.

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) AlI the assets have been physically verified by the management at regular intervals during the year. No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the Company.

(ii) The company has not granted any loans, secured or unsecured, to Companies, Firms, limited liabilities partnership or other parties covered in the register maintained under section 189 of the Act.

(iii) The Company has not made any loans or investments or provided any security or guarantee in connection with any loan and hence the provisions of Sec 185 & 186 of the Companies Act, 2013 are not applicable.

(iv) In our opinion and according to information and explanations given to us, the Company has not accepted deposit from public and hence directives issued by the Reserve Bank of India and the provisions under section 73 to 76 or any other relevant provisions of the Companies Act, and the rules framed there under are not applicable for the year under report.

(v) The Provisions of clause 3 (vi) of the order are not applicable to the company as the company is not covered under (Cost Records and Audit) Rules, 2014.

(vi) According to the information and explanations given to us in respect of statutory and other dues:

(a) Provisions of Investor Education & Protection Fund, employees state insurance Act and cess are not applicable to the company presently. The company is regular in depositing the statutory dues as applicable to the company for the year under report. There are no undisputed statutory dues payable in respect of provident fund, income tax, service tax and cess, which are outstanding and in arrears, as at 31st March, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax and cess, which have not been deposited on account of any dispute, except following amount which have not been paid due to dispute.

(vii) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to a financial institution, bank, Government or debenture holders.

(viii) The Company has not made any public offer and has not taken any term loans & hence requirement of reporting for this clause does not arise.

(ix) According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

(x) In our opinion, Managerial Remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xi) The Company is not a Nidhi Company and hence the reporting requirement under this clause is not applicable.

(xii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with the provisions of Sec 177 & Sec 188 of the Companies Act, 2013.

(xiii) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xiv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with the directors or persons connected with him.

(xv) According to information and explanation given to us and based on our examination of the records of the company, the company has not entered in to non cash transactions with directors or persons connected with him. Accordingly paragraph 3(xv) not applicable to the company.

(xvi) The Company is not required to be registered under Sec 45-IA of the Reserve Bank of India Act, 1934.

PLACE: VADODARA FOR C. MUKHERJEE & CO.
DATE: 28/05/2018 Chartered Accountants
Firm reg. No. 0021495
(C.MUKHERJEE)
Proprietor
M.No.050861

ANNEXURE B TO INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF INTEGRA SWITCHGEARS LIMITED

(Referred to in point (f) of paragraph 02 under "Report on other legal and regulatory requirement" of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of INTEGRA SWITCHGEARS LIMITED ("The Company"), as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct pf its business, including adherence to companys 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, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility-is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal Financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting including obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and operating effectiveness of internal control based on the assessed risk. The procedures selected depend upon on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issues by the Institute of Chartered Accountants of India.

PLACE: VADODARA. FOR C.MUKHERJEE & CO.
DATE: 28/05/2018 Chartered Accountants
Firm reg. No. 0021495
(C. MUKHERJEE)
Proprietor
M.No.050861