INTEGRA SWITCHGEAR LTD. Board's Report To, The Members, 1. Your Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Dividend Your Board does not recommend any dividend for the financial year 2014-15. 3. Reserves Your Board does not propose to carry to any reserves for the financial year 2014-15. 4. Brief description of the Company's working during the year/State of Company's affair Total turnover during the year 2014-15 decreased by Rs.0.32 Lacs (23.19 %) compare to previous year 2013-14 and there is loss of Rs.11.04 Lacs during the year 2014-15 against loss of Rs.8.65 Lacs in previous year 2013-14. 5. Change in the nature of business, if any There is no change in the nature of business during the financial year 2014-15. 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 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 sheetrelates 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 accepted unsecured loan of Rs.24,53,000 from the Director of the Company during the year and there was no deposit at the beginning of the year. 12. Statutory Auditors M/s. D. C. Parikh & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section. 13. Auditors' Report The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts. One qualification, has been made by the auditor in their auditors' report for the year 2014-15 as under: Qualification: Non provision of depreciation on fixed assets for the company of Rs.6.41 Lac. Reply: Due to loss, the Company has not provided depreciation. 14. Share Capital During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity. 15. Extract of the Annual Return The extract of the annual return in Form No. MGT - 9 forming part of the Board's report is attached herewith as (Annexure-E) 16. 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) 17. 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,2014, 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 2014-15. 18. Directors A) Changes in Directors and Key Managerial Personnel Your Company has appointed Mrs. Sheetal Rajan Shah as an additional independent Director during the year. Your Company has received a notice under section 160(1) of the Companies Act,2013 from members of the Company proposing to appoint Mrs. Sheetal Rajan Shah as an Independent Director of the Company and to appoint Mrs. Mayuri Pankaj Vora as Director of the Company at the ensuing annual general meeting of the Company. Shri Jagesh Mahendrabhai Doshi (DIN 00259347) retire by rotation at the ensuing annual general meeting and being eligible offered himself for re-appointment as Independent Director. Shri Haresh Dalichand Shah (DIN 00263114) retires by rotation at the ensuing annual general meeting and expressed his unwillingness for re-appointment as Director and therefore he will cease to be a Director of the Company at the Annual General Meeting. Mrs. Mayuri Pankaj Vora is proposed to be appointed as Director of the Company in his place at the ensuing annual general meeting of the Company. Mr. Mayur Jamnadas Vora has resigned as Director of the Company for personal reason and the Board of Directors has accepted his resignation with effect from 15th July,2015. B) Declaration by an Independent Director(s) and re- appointment, if any 1. A declaration by Mrs. Sheetal Rajan Shah and Mr.Jagesh Mahendrabhai Doshi, Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 have been given and the same have been displayed on Company's website. The Board of Directors declare that the Independent Directors, Mrs. Sheetal Rajan Shah and Mr.Jagesh Mahendrabhai Doshi in the opinion of the Board are: a) persons of integrity and they possess relevant expertise and experience; b) not a promoter of the Company or its holding, subsidiary or associate company; c) not related to promoters or directors of the company, or its holding, subsidiary or associate company; d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year; e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or director of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year; f) neither they or any of their relatives - i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year ii. are or had been employee or proprietor or a partner in any of thethree financial years immediately preceding the current financial year of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm; iii) do not hold together with their relatives two percent or more of the tota voting power of the company or iv) not a Chief Executive or director of any non-profit organization that receives twenty five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company; g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014. Mrs. Sheetal Rajan Shah and Mr.Jagesh Mahendrabhai Doshi are eligible for reappointment at the ensuing annual general meeting. Details of director seeking re-appointment as per clause 49 of listing agreement 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: . General understanding of the Company's business; i. Educational back ground and experience: ii. Personal and professional ethics, integrity and values; v. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. 19. Number of meetings of the Board of Directors During the year from 1st April, 2014 to 31st March, 2015 the Board of Directors met five times on the following dates: 20. Audit Committee Audit Committee comprising of the following Directors of the Board re-constituted on 30.03.2015: Name of Director Status Mrs. Sheetal Rajan Shah Independent Director Shri Haresh D.Shah Non-Executive Director Shri. Jagesh M. Doshi Independent Director Audit committee meetings were held on 30.05.2014, 12.08.2014, 14.11.2014 and 13.02.2015. 21. Details of establishment of vigil mechanism for directors and employees Nomination and Remuneration Committee comprising of the following Directors of the Board re-constituted on 30.03.2015: Name of Director Status 1. Mrs. Sheetal Rajan Shah Independent Director 2. Shri Haresh D.Shah Non-Executive Director 3. Shri. Jagesh M. Doshi Independent Director. 22. Nomination and Remuneration Committee Nomination and Remuneration Committee comprising of the following Directors of the Board re-constituted on 30.03.2015: Name of Director Status 1. Mrs. Sheetal Rajan Shah Independent Director 2. Shri Haresh D.Shah Non-Executive Director 3. Shri. Jagesh M. Doshi Independent 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. No Remuneration committee meeting was held during the year ended 31st March 2015. 23. 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. 24. 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). 25. 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). 26. 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). i) The Company has not appointed key managerial personnel as required under section 203 of the Companies Act, 2013. ii) Form MGT-14 was filed after due date with additional fee. iii) 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 Company's financial position improves, the company will appoint key managerial personnel. ii) Form MGT-14 and DIR-12 under the Companies Act,2013 was filed after due date with additional fee through oversight. iii) 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 Company's financial position improves, the company will dematerialise its shares. 27. Corporate Governance Certificate The Compliance certificate from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with corporate governance report. 28. 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: 29. 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; and 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. 30. 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 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. 31. 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 cooperation. 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 Pankaj Jamnadas Vora Director DIN:00259241 Dated: 11th July, 2015 Place: Regd. Office 10, GIDC, Por Ramangamdi, Dist. Vadodara - 391 243 |