Integra Switchgear Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. Financial summary or highlights/Performance of the Company

The financial results for the year are as under: [Rupees in Lacs]

PARTICULARS	YEAR ENDED 31.03.2024	YEAR ENDED 31.03.2023
Sales and other Income	5.19	0.77
Profit / (Loss) before depreciation	(21.57)	162.38
Less: Depreciation	0.00	0.00
Profit/(Loss) of the year	(21.57)	162.38
Less: Provision for tax	0.00	17.38
Provision for deferred tax	0.00	0.00
Profit/(Loss) after taxation	(21.57)	145.00

2. Dividend

Your Board does not recommend any dividend for the financial year 2023-24.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2023-24.

4. Brief description of the Company?s working during the year/State of Company?s affair

As the Company has closed its entire business operations, no business activities were conducted during the financial year 2023-24 & 2022-23 and therefore there was no turnover during the financial year 2023-24 & 2022-23. There was net loss of Rs. 21.57 lacs due to loss on sale of assets during the year 2023-24 against net profit of Rs. 145.00 lacs in previous year 2022-23.

During the period under review, Open Offer has been made to acquire upto 7,49,216 equity shares of Rs. 10/- each at a price of Rs. 12/- per fully paid-up Equity Share of Integra Switchgear Limited (‘Target Company?) representing 26.00% of the fully paid up and voting share capital by Northvale Capital

Partners Private Limited (hereinafter referred to & as the Acquirer") and following events are captured as mentioned below:

No Particulars	Date of event	Remarks
1 Open Offer	12-02-2024	Navigant Corporate Advisors Ltd ("Manager to the Offer") has submitted to BSE a copy of Public Announcement under Regulation 3(1), Regulation 4 read with Regulation 15(1), Regulation 13 and Regulation 14 of SEBI (Substantial Acquistion of Shares and Takeovers) Regulations, 2011 for the attention of the Equity Shareholders of Integra Switchgear Ltd ("Target Company").
2 Detailed public statement	20-02-2024	Navigant Corporate Advisors Ltd ("Manager to the Offer") has submitted to BSE a copy of Detailed Public Statement for the attention of the Public Shareholders of Integra Switchgear Ltd ("Target Company")
3 Draft & Updated Letter of Offer	27-02-2024	Navigant Corporate Advisors Ltd ("Manager to the Offer") has submitted to BSE a copy of Draft Letter of Offer for the attention of the Public Shareholders of Integra Switchgear Ltd ("Target Company").

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2023-24.

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 in business occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. However, following material event has been occurred after the end of the financial year of the company:

The merchant Bankers of Acquirer ‘Navigant Corporate Advisors? has submitted to BSE on 12th July, 2024, a copy of advertisement for Recommendations of the Committee of Independent Directors (IDC) on the Open Offer to the Shareholders of the Company.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s 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 loans from directors of the Company and the opening balance was Rs. 2.00 lacs and the closing balance of unsecured loans was NIL as on 31st March, 2024 as Company has refunded unsecured loan of Rs. 2.00 lacs availed from the Directors of the Company during the year.

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 26-09-2022 for a period of five years pursuant to the provisions of section 139 of the Companies Act, 2013 and is eligible to act as statutory auditor of the Company for the current year.

However, the existing statutory auditors have tendered the resignation as statutory auditor with effect from 12th August, 2024.

Pursuant to suggestions of the Audit Committee, the Board recommended to appoint M/s. D. C. Parikh & Co., Chartered Accountants, having [FRN: 107537W] as Statutory Auditor of the Company pursuant to the provisions of Section 139 (8) of the Companies Act, 2013 from FY 2024-25. The Company has received consent and eligibility certificate from the auditors with regards to the appointment.

13. Auditors? Report

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors? report for the financial year 2023-24.

14. Internal Auditors

The Company has appointed M/s. Dhrunal Mehta & Associates, Chartered Accountants as Internal Auditors of the Company for the year 2023-24 at the meeting of the Board of the Directors held on 14th February, 2023 for conducting internal audit during the financial year 2023-24.

M/s. Dhrunal Mehta & Associates, Chartered Accountants appointed as Internal Auditors of the Company for the year 2024-25 at the meeting of the Board of the Directors held on 13th February, 2024.

15. Share Capital

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

16. Web link for Annual return

The copy of annual return as required under section 92 of the Companies Act, 2013 read with the rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the Company?s website i.e. www.integraindia.com after filing annual return, on completion of ensuing annual general meeting, with the Registrar of Companies within the time stipulated in said section 92 of Act.

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, 2023, 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 2023-24.

19. Directors & Key Managerial Personnel

A) Following changes incorporated during the financial year 2023-24:

- Mr. Pankaj Jamnadas Vora, Whole Time Director cum CFO, who was retiring by rotation, reappointed as Whole Time Director cum CFO at the annual general meeting held on 26th September, 2023.

- CS Prerana Bokil appointed as an Independent Director of the Company at the annual general meeting held on 26th September, 2023 with effect from 1st October, 2023 for a period of five consecutive year?s upto 30th September, 2028 and shall not be liable to retire by rotation.

- Ms. Mansi Ashok Shah, Independent Director of the Company resigned with effect from 1st October, 2023.

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

Declarations:

A declaration by Mr. Jagesh Mahendrabhai Doshi and Ms. Prerana S Bokil, Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been received.

The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Re-appointments:

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

The Company has received 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 from Mrs. Mayuri Pankaj Vora.

Details of Mrs. Mayuri Pankaj Vora, Director 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 already annexed to the notice of the annual general meeting.

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 Company?s 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, 2023 to 31st March, 2024 the Board of Directors met seven times on the following dates:

Sr. No. Date	Board Strength	No. of Directors Present
1 18-05-2023	4	4
2 10-08-2023	4	4
3 22-08-2023	4	4
4 01-10-2023	4	4
5 08-11-2023	4	4
6 12-02-2024	4	4
7 13-02-2024	4	4

21. Audit Committee

The members of the Audit Committee of the Company till 30-09-2023 are here as under:

No. Name of Director	Designation
1 Ms. Mansi Ashok Shah	Non-Executive Director Independent
2 Mr. Jagesh Mahendrabhai Doshi	Non-Executive Director Independent
3 Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

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

The Committee was reconstituted on 01-10-2023 at the meeting of the Board of Directors of the Company and is mentioned as under:

No. Name of Director	Designation
1 Ms. Prerana S Bokil	Non-Executive Director Independent
2 Mr. Jagesh Mahendrabhai Doshi	Non-Executive Director Independent
3 Mr. Pankaj Jamnadas Vora	Whole Time Director cum Chief Financial Officer

Audit Committee meetings were held on 18-05-2023, 10-08-2023, 08-11-2023 and 13-02-2024.

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	Whole Time Director cum Chief Financial Officer
3 Mrs. Mayuri Pankaj 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 Company?s website.

23. Nomination and Remuneration Committee

The members of the Nomination and Remuneration committee of the Company till 30-09-2023 are here as under:

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

The Committee was reconstituted on 01-10-2023 at the meeting of the Board of Directors of the Company and is mentioned as under:

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

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.

Remuneration committee meeting was held on 22-08-2023 during the year ended 31st March 2024.

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	Whole Time Director cum Chief Financial Officer

Stakeholders Committee meeting was held on 13-02-2024 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 Company?s 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 subsection (1) of section 188 of the Companies Act, 2013.

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-B).

28. Secretarial Audit Report:

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by DRP & Associates, Practicing Company Secretaries firm enclosed herewith (Annexure-C).

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. Disclosures required under Schedule V regarding Annual Report pursuant to Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015:

Disclosures mentioned in Para A of Schedule V:

Disclosure regarding compliance with the Accounting Standard on ‘Related Party Disclosures? has been given in the notes to the accounts.

Disclosures mentioned in Para B of Schedule V:

The Management Discussion and Analysis Report have been attached along with the Directors? Report as Annexure - D.

Disclosures mentioned in Para C, D & E of Schedule V:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, Para C, D and E of Schedule V does not apply to the Company.

Disclosures mentioned in Para F of Schedule V:

There are no shares in demat suspense account or unclaimed suspense account.

31. 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.

32. Risk management policy

In today?s 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 Company?s 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 is in domestic market only.
Interest Rate Risk	Any increase in interest rate can affect the finance cost	The Company has not borrowed money except unsecured loan taken from Directors of the Company.
Human Resources Risk	Your Company?s 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	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.
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. Industrial Safety, Employee Health and Safety Risk	Any default can attract penal provisions The electrical engineering industry is exposed to accidents and injury risk due to human negligence.	By regularly monitoring and review of changes in regulatory framework. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

33. 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.

34. 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 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

35. 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 except 100% shareholding of Promoters and promoters group of the company are not in Dematerialized form.

36. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

37. Disclosure regarding maintenance of cost records:

Your Company is not required to maintain cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013.

38. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

39. 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.