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Integra Garments & Textiles Ltd (INTEGRA) -BSE
2.19 0.00 (0.00%) 26-Sep-2019 |00:00
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Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting their 10th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2017 together with the Auditor’s Report thereon.

1) FINANCIAL RESULTS

(Amount in Rs)
Particulars Current Year 31st March, 2017 Previous Year 31st March, 2016
Total Income 36,234 10,32,602
EBIDTA (40,46,394) (66,90,084)
Interest and Finance Expenses 48,721 5,463
Depreciation 1,50,00,000 1,50,01,747
Profit/ (Loss) before tax (1,90,95,115) (2,16,97,294)
Provision for tax NIL NIL
Profit/ (Loss) After Tax (1,90,95,115) (2,16,97,294)

2) TRANSFER TO RESERVE

The Company has not transferred any amount to reserves during the year.

3) SHARE CAPITAL

The paid up Share Capital of the company is R10.92 Crore divided into 3,63,32,349 equity shares of R3/- each constituting to R10.90 Crores. The equity shares of the Company are listed with BSE Ltd. and National Stock Exchange of India Limited. The unlisted preference share capital of the Company is as follows:

Particulars Amount in R
1,00,000 5% Redeemable Cumulative Non-Convertible Preference Shares of R1/- each (5% NCPS) 1,00,000
1,50,000 9% Redeemable Cumulative Non-Convertible Preference Shares of R1/- each (9% NCPS) 1,50,000
Total 2,50,000

During the year, the term of redemption of 9% NCPS has been extended by a further period of 5 years i.e. upto 14th August, 2022.

The Company has neither issued any shares nor granted any Stock Options or nor any Sweat Equity Shares during the year.

4) DIVIDEND

In view of continuous losses incurred by the Company, your Directors do not recommend any dividend on the shares of the Company.

5) DEPOSITS

The Company has neither accepted nor renewed any deposits during the year.

6) PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the year under review, the Company has not made any investments, advanced any loans or provided any guarantee falling under Section 186 of the Companies Act, 2013 ("hereinafter referred to as the Act").

7) STATE OF COMPANY’S AFFAIRS AND BUSINESS REVIEW

The details of theCompany’saffairsincludingitsoperationsaremorespecificallygiven in the Management Discussion and Analysis Report, which is given in this Annual Report.

8) CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility are not applicable to the Company as the Company does not fall within the purview of the Section 135 of the Act.

9) BUSINESS RISK MANAGEMENT

The composition of the Risk Management Committee is not applicable to your Company. However, the Audit cum Risk Management Committee ("Audit Committee") constituted by the Board of Directors of the Company identifiesand evaluates the risks associated with the Business of the Company and takes necessary measures to minimize them. The Company has adopted a Risk Management policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("hereinafter referred to as the Listing Regulations"). The details of Committee and its terms of references are set out in the Corporate Governance Report. The Committee periodically reviews the risk management system pertaining to the identification, mitigation of risk, if any.

10) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed. The Internal Auditor continuously monitors the efficiency of the internal controls/ compliance with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation’s risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficiencyand adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant thereon are presented to the Audit Committee.

During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

11) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism/Whistle Blower Policy has been put in place for the directors/ employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of director(s)/ employee(s). Directors/ employees may make protected disclosure under the policy to the Internal Complaint Committee constituted by the Company to administer the internal code of business conduct.

In exceptional cases, Directors / Employees have direct access to the Chairman of the Audit Committee. Further no personnel have been denied access to the Internal Complaint Committee/ Chairman of the Audit Committee, as the case may be.

No complaints were received in this regard during the year under review.

12) SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

The Company does not have any Subsidiary/ Associate/ Joint Venture Company.

13) DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajendar Kumar Rewari is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. The Board recommends his appointment to the shareholders at the ensuing AGM.

During the year Mr. Tanmay Bhat was appointed as the Company Secretary and Compliance Officer of the Company with effect from 21st May, 2016.

Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations.

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Act.

14) REMUNERATION POLICY

On the recommendation of the Nomination & Remuneration Committee, the Board has framed a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management and fixing their remuneration, etc. The Remuneration policy of the Company is more particularly stated in the Corporate Governance Report which forms a part of this Annual Report.

15) BOARD EVALUATION

Regulation 17 of the Listing Regulations and Schedule IV and other applicable provisions of the Act mandates formal evaluation to be done by the Board of its own performance and that of its Committees and individual directors and that the Independent Directors shall evaluate the performance of non-independent directors and the Chairman of the Company.

The evaluation of all the directors including independent directors was carried out by the entire Board, except for the director being evaluated. Performance evaluation of the Board, Chairman and the non-independent directors was carried out by the independent directors in their meeting held on 10th February, 2017.

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee has also carried out performance evaluation of every Director and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. The Directors were satisfied with the outcome of the evaluations of the Board, its Committees and the individual directors and on the basis of the evaluation reports, the present term of appointment of Independent Directors shall be continued.

16) MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met five times and the gap between two consecutive board meetings was within the limits prescribed by the Act and Listing Regulations. The details of the board meetings are included in the Corporate Governance Report.

17) COMMITTEES OF THE BOARD

The details of all the Committees of the Board including the Audit Committee along with their terms of reference, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

18) DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, we hereby state that:

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

ii) your directors have 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 as at 31st March, 2017 and its loss for the year ended on that date;

iii) your directors have taken proper and sufficient care towards maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your directors have prepared the annual accounts for the year ended 31st March, 2017 on a going concern basis;

v) your directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19) RELATED PARTY TRANSACTIONS (RPTs)

The RPTs entered into by the Company during the Financial Year 2016-17 were on an arm’s length basis and in the ordinary course of business and no RPTs were material. The details of RPTs to be reported in Form AOC-2 are enclosed as ‘Annexure- 1’.

All RPTs were placed before the Audit Committee for its approval and the Audit Committee had granted its prior omnibus approvals for the transactions with related parties that were of repetitive nature. The details of transactions entered into pursuant to the omnibus approval of the Audit Committee, were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on RPTs for the purpose of identification and monitoring of such transactions.

The policy governing RPTs is hosted on the Company’s website at www. integragarments.com

20) AUDITORS

A. Statutory Auditors and Audit Reports

In terms of Section 139 of the Act, the Board of Directors of the Company has appointed M/s. C. S. Chaubey & Co., Chartered Accountants (Firm Registration No. 138267W) as the Statutory Auditors for a term of 5 years commencing from the conclusion of ensuing 10th AGM till the conclusion of the 15th AGM, subject to ratification by shareholders at every AGM. The appointment of M/s. C. S. Chaubey & Co. in place of M/s. D. Dadheech & Co., the existing Statutory Auditors, who have completed the maximum permissible tenure as the Statutory Auditors of the Company, will be considered by the members in the ensuing AGM.

M/s. C. S. Chaubey & Co. have given their consent to be appointed as the Statutory Auditors of the Company and also confirmed that their appointment, if made, would be under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as the statutory auditors and they hold a valid certificate the Institute of Chartered Accountants of India.

The Auditor’s Report on the financial statements of the Company for the submitted by M/s. D. Dadheech & Co., did not contain any qualifications, reservations or adverse remarks and are self-explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

B. Secretarial Audit and Secretarial Audit Report

Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dhrumil M. Shah & Co., Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed herewith marked as ‘Annexure- 2’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS

The Corporate Governance Report and the Management Discussion and Analysis Report, together with the Certificate received from the Practicing Company Corporate Governance as stipulated in the Listing Regulations, form an integral part of this annual report.

22) EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is annexed herewith as ‘Annexure- 3’ to this report.

23) PARTICULARS OF EMPLOYEES

During the year under review, the Company has not paid any amount by way of remuneration, sitting fees, commission etc. to any of its Directors and hence, the provision of Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are not applicable to your Company.

24) ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy and technology absorption as required under section 134 (3) (m) of the Act read with Rule 8 (3) of Companies (Accounts) Rules, 2014 is furnished in ‘Annexure 4’ to this report.

During the year under review, there were no foreign exchange earnings and outgoings.

25) SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year ended 31st March, 2017 impacting the going concern status and Company’s operations in future.

26) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has an Internal Complaints Committee (ICC) at Group level to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

27) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE PERIOD FROM 31ST MARCH, 2017 TO THE DATE OF THE REPORT

There has been no material change/commitment affecting the financial position of the Company during the period from 31st March, 2017 to the date of this Report. There has been no change in the nature of business of the Company.

28) ACKNOWLEDGEMENTS

The Directors take this opportunity to express their deep sense of gratitude to the shareholders, banks, Central and State Governments and their departments and the local authorities for their continued guidance and support.

On behalf of the Board
For Integra Garments and Textiles Limited
sd/-
Harsh A. Piramal
Place: Mumbai Chairman
Date: 28th July, 2017 (DIN: 00044972)

   

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