Integra Switchgear Ltd Directors Report.

To, The Members,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company

The financial results for the year are as under:

[Rupees in Lacs]
PARTICULARS YEAR ENDED 31.03.2018 YEAR ENDED 31.03.2017
Sales and other Income 5.33 1.85
Profit / (Loss) before depreciation (5.25) (18.82)
Less: Depreciation 0.00 0.00
Profit/(Loss) of the year (5.25) (18.82)
Less: Provision for tax 0.00 0.00
Provision for deferred tax 0.00 0.00
Profit/(Loss) after taxation (5.25) (18.82)
Balance brought forward from previous year (179.62) (160.80)
Balance carried to balance sheet (184.87) (179.62)

2 . Dividend

Your Board does not recommend any dividend for the financial year 2017-18.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2017-18.

4. Brief description of the Companys working during the year/State of Companys affair

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. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2017-18.

6. Material changes and commitments, if any, 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 the report

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet 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 passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable. Your Company has accepted unsecured loan of Rs. 7.25 lacs from the Director of the Company during the year and the balance of unsecured loans is Rs. 56.53 lacs as on 31st March, 2018.

12. Statutory Auditors

M/s. C. Mukherjee & Co., Chartered Accountants, Vadodara was appointed as Statutory auditors of the Company at the annual general meeting held on 11/09/2017 for a period of five years pursuant to the provisions of section 139 of the Companies Act 2013 and will continue to act as statutory auditor of the Company.

13. Auditors Report

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts.

14. Internal Auditors

The Company has appointed M/s. Dhrunal Mehta & Associates, Chartered Accountants as Internal Auditor of the Company for the year 2017-18 as on 26/05/2017.

15. Share Capital

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

The Company has received Rs. 500/- for the partly paid shares.

16. Extract of the annual return

The extract of the annual return in Form No. MGT – 9 forming part of the Boards report is attached herewith as (Annexure-E)

17. 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 (Annexure-A)

18. Corporate Social Responsibility (CSR)

As net worth of the Company is below rupees five hundred crore or turnover is below rupees one thousand crore or a net profit is below rupees five crore during the preceding financial year ended on 31st March, 2017, Section 135 of the Companies Act, 2013 is not applicable and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2017-18.

19. Directors & Key Managerial Personnel

There is no change in Key Managerial Personnel during the year. However, Mrs. Sheetal Rajan Shah resigned from the directorship of the Company with effect from 1st May, 2018 and Mrs. Aashka Sanket Vadalia was appointed as Director of the Company with effect from 1st May, 2018.

Mrs. Mayuri Pankaj Vora, Director retires by rotation at the ensuing annual general meeting and being eligible offered herself for re-appointment as Director and given consent to act as Director, if re-appointed.

B) Declaration by an Independent Director(s) and re-appointment, if any

A declaration by Mr. Jagesh Mahendrabhai Doshi and Mrs. Aashka Sanket Vadalia, Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 have been received.

Mrs. Mayuri Pankaj Vora, Director of the Company retiring by rotation and eligible for reappointment has given his consent and declaration under form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014 and her details seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is attached herewith. (Annexure- F).

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Companys business;

ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values; iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

20. Number of meetings of the Board of Directors

During the year from 1st April, 2017 to 31st March, 2018 the Board of Directors met four times on the following dates:

Sr. No. Date Board Strength No. of Directors Present
1 26.05.2017 5 4
2 04.08.2017 5 5
3 14.11.2017 5 4
4 13.02.2018 5 4

21. Audit Committee

The members of the Audit Committee of the Company are as under:

No. Name of Director Designation
1 Mrs. Sheetal Rajan Shah Non-Executive Independent Director
2 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
3 Mr. Pankaj Jamnadas Vora Non-Executive Director

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

Audit Committee meetings were held on 26.05.2017, 04.08.2017, 14.11.2017 & 13.02.2018 during the year.

Mrs. Sheetal Rajan Shah resigned from the directorship of the Company with effect from 1st May, 2018, the Committee shall be reconstituted at the next board meeting.

22. Details of establishment of vigil mechanism for directors and employees

The Board has appointed the following persons as members of vigil committee:

No. Name of Director Designation
1 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
2 Mr. Pankaj Jamnadas Vora Non-Executive Director
3 Mr. Jamnadas Hirachand Vora Non-Executive Director

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Companys website.

23. Nomination and Remuneration Committee

The members of Nomination and Remuneration Committee of the Company are as under:

No. Name of Director Designation
1 Mrs. Sheetal Rajan Shah Non-Executive Independent Director
2 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
3 Mr. Pankaj Jamnadas Vora Non-Executive Director

Mrs. Sheetal Rajan Shah resigned from the directorship of the Company with effect from 1st May, 2018, the Committee shall be reconstituted at the next board meeting.

The policy formulated by nomination and remuneration committee:

The Company follows a market linked remuneration policy, which is aimed at enabling the Company to attract and retain the best talent. The Company does not have an Employees Stock Option Policy.

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.

No Remuneration committee meeting was held during the year ended 31st March 2018.

24. Stakeholders Committee

The members of Stakeholders Committee of the Company are as under:

No. Name of Director Designation
1 Mr. Jagesh Mahendrabhai Doshi Non-Executive Independent Director
2 Mrs. Mayuri Pankaj Vora Non-Executive Director
3 Mr. Pankaj Jamnadas Vora Non-Executive Director

Stakeholders Committee was held on 26.05.2017 & 13.02.2018 during the year.

25. Particulars of loans, guarantees or investments under section 186

The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Companys policy for employees.

26. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013.

Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).

27. 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 (Annexure-C).

28. Secretarial Audit Report:

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure-D).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except:

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

ii) The Company has not dematerialised its shares.

Explanation:

i) The Company is financially not strong enough that can bear expenses of salary of key managerial personnel and therefore not appointed key managerial personnel. As soon as the Companys financial position improves, the company will appoint key managerial personnel.

ii) The Company is financially not strong enough that can bear expenses for the fee of depository participants and share transfer agent for dematerialising its shares. As soon as the Companys financial position improves, the company will dematerialise its shares.

29. Corporate Governance Certificate

As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company does not require to comply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital does not exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate Governance Certificate.

30. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.

31. Risk management policy

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to Integra Switchgear Ltd Mitigation Plans
Commodity Price Risk Risk of price fluctuation on basic raw materials used in the process of manufacturing The Company commands business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Uncertain global economic environment – slow growth in global economy Impact on demand The Company has potentiality in domestic market.
Interest Rate Risk Any increase in interest rate can affect the finance cost We have enough funds to meet the need arises.
Human Resources Risk Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. we do not anticipate any major issue for the coming years.
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. By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service.
Compliance Risk – Increasing regulatory Requirements. Any default can attract penal provisions By regularly monitoring and review of changes in regulatory framework.
Industrial Safety, Employee Health and Safety Risk The electrical engineering industry is exposed to accidents and injury risk due to human negligence. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

32. Directors Responsibility Statement

Your Directors state that—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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) 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) the directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Director. All employees (permanent, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

34. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations.2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 from time to time.

35. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

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

ANNEXURE - A

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Income and Outgo as per rule 8(3) of the Companies (Accounts) Rules,2014:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy; NIL

(ii) the steps taken by the company for utilising alternate sources of energy;NIL

(iii) the capital investment on energy conservation equipments;NIL

(B) Technology absorption:
(i) the efforts made towards technology absorption : N.A
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution : N.A
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : N.A.
(a) the details of technology imported : N.A.
(b) the year of import :N.A.
(c) whether the technology been fully absorbed : N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.
(iv) the expenditure incurred on Research and Development : N.A.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Current Year Previous Year
( 2017-18 ) (2016-17)
Total foreign exchange used NIL NIL
Total foreign exchange earned NIL NIL

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

ANNEXURE – B

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: NOT APPLICABLE

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Justification for entering into such contracts or arrangements or transactions:

(f) date(s) of approval by the Board:

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:

2. Details of material contracts or arrangement or transactions at arms length basis: NOT APPLICABLE

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) date of approval by the Board:

(f) Amount paid as advances, if any: No advance is paid.

Note: Form shall be signed by the persons who have signed the Boards report.

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

ANNEXURE-C

Information as per Section 134 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Rules 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

Disclosure in the Boards Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014

(i) The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18 Directors Name Ratio to median remuneration
NOT APPLICABLE AS NO REMUNERATION IS PAID TO ANY DIRECTOR NOT APPLICABLE
Directors/CFO/CEO/CS/Mgr name % age increase in remuneration
(ii) The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any in the financial year 2017-18 compared to 2016-17 NOT APPLICABLE
(iii) Percentage increase in the median remuneration of employees in the financial year 2017-18 compared to 2016-17 1.70%

 

As on 31.03.2018 As on 31.03.2017
(iv) Number of permanent employees on the rolls of the company 3 6
(v) Explanation on the relationship between average increase in remuneration and the company performance Not Applicable

 

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company Not applicable

 

(vii) Variation in Details 31.03.2018 31.03.2017
Market Capitalization N.A. as shares are not quoted on stock market N.A. as shares are not quoted on stock market
Price Earning Ratio N.A. as there is a loss N.A. as there is a loss
Percentage Increase/decrease of market quotations N.A. N.A.
Net worth of the Company Rs. 1.18 crore Rs. 1.24 crore

 

(viii) Average percentile increase in salaries of Employees other than managerial personnel During 2017-18

During 2016-17

-46.81%

-15.14%

Justification for increase with reasons for any exceptional circumstances

Not applicable.

(ix) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Name of Key Managerial personnel

Remuneration for the years ended Reason against performance of the Company
31.03.2018 31.03.2017 % age change
N.A. N.A. N.A. N.A.
(x) Key parameter for any variable component of remuneration availed by the Directors No
(xi) Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess the highest paid director during the year Nil

The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement showing the names of every employee of the company as per Rule 5(2) forming part of Directors Report is not applicable

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