Integra Switchgear Ltd Directors Report.

To,

The Members,

INTEGRA SWITCHGEAR LIMITED

Vadodara

Report on the Financial Statements:

We have audited the accompanying financial statements of INTEGRA SWITCHGEAR LIMITED, (Company Limited by Shares), Vadodara as at 31st March, 2020, which comprises the Balance Sheet as at March 31, 2020 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 maintenance 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 account 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, 2020; 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 Annexure ‘A, 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 2020, taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on 31st March, 2020 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 Auditor ‘s 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 2020,

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 term 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 2020

(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: 29/07/2020 Chartered Accountants
Firm Reg. No. 0021495
(C. MUKHERJEE)
Proprietor
M.No.050861
UDIN: 20050861AAAAAF6338

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) All 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, 2020 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 them.

(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 them. 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: 29/07/2020 Chartered Accountants
Firm Reg. No. 0021495
UDIN: 20050861AAAAAF6338
(C. MUKHERJEE)
Proprietor
M.No.050861

ANNEXURE ‘B TO INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF INTEGRA SWITCHGEAR 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 SWITCHGEAR LIMITED ("The Company"), as of March 31, 2020 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 of 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, 2020 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: 29/07/2020 Chartered Accountants
Firm Reg. No. 0021495
UDIN: 20050861AAAAAF6338
(C. MUKHERJEE)
Proprietor
M.No.050861