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Integra Garments & Textiles Ltd (INTEGRA) -BSE
1.74 0.08 (4.82%) 05-Aug-2020 |00:00
1.66 1.74 1.74 1.74 1247 2.3 - 1.18 6.03 0 0 0
Directors Report

Dear Shareholders,

Your Directors hereby present their 12th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2019.

1) Financial Results (Amount in Rs)
Particulars Current Year Previous Year
31st March, 2019 31st March, 2018
Total Income 23,528 35,497
EBIDTA (51,62,682) (25,45,373)
Interest and Finance Expenses 31,02,827 27,70,756
Depreciation 1,50,00,000 1,50,00,000
Profit/ (Loss) before tax (2,32,65,509) (2,03,16,129)
Provision for tax - -
Profit/ (Loss) After Tax (2,32,65,509) (2,03,16,129)
Other Comprehensive Income (Net of Tax) - -
Total Comprehensive Income (2,32,65,509) (2,03,16,129)

2) Review of Operations

Due to continuous losses coupled with poor business prospect, your Company has discontinued its operations. The Company does not have any subsidiary, associate company or joint venture.

3) Share Capital

During the financial year 2018-19, there was no change in theShare Capital of the Company. The Company has neither issued any shares nor granted any Stock Options nor any Sweat Equity Shares during the year.

4) Dividend and Reserve

In view of the losses incurred, your Directors do not recommend any dividend for the year under review.

The details of reserves & surplus are provided in Note No. 10 of the notes to the financial statements.

5) Deposits/ Loan from Directors

The Company has neither accepted nor renewed any deposits during the year. Your Company has not accepted any deposit from the directors during the year under review.

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 ("the Act").

7) State of Company's Affairs and Business Review

The details of the Company's affairs including its operations are more specifically given in the Management

Discussion and Analysis Report, which is given in this Annual Report.

8) Corporate Social Responsibility ("CSR")

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 and Rules made thereunder.

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.

10) Internal Control System and their adequacy

Your Company has an Internal Control System commensurate with the size and scale of its operations and well-documented procedures for various 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 Audit Committee. The

Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system with reference to the Financial Statement. 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 and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's

Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. Directors and employees may make protected disclosure under the policy to the Compliance Committee constituted by the Company to administer the internal code of business conduct. In exceptional cases, directors and employees have direct access to the Chairman of the

Audit Committee. Further no personnel have been denied access to the Compliance Committee/ Chairman of the Audit Committee, as the case may be. No complaints were received under whistle blower mechanism during the year under review.

12) Directors and Key Managerial Personnel

During the year under review, Ms. Amar Deepika Kashyap, resigned as the Non Executive Independent

Director of the Company w.e.f 19th January, 2019.

Mr. Harshvardhan A. Piramal (DIN: 00044972), Non-executive Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment to the shareholders at the ensuing AGM.

Pursuant to Section 196, 197 and 203 of the Act and the rules made thereunder read with Schedule V of the Act and on the recommendation of the Nomination and Remuneration Committee, Mr. R. K. Rewari (DIN:

00619240) was re-appointed as the Managing Director of the Company by the Board for a period of 3 years with effect from 10th November, 2018. The re-appointment of Mr. R. K. Rewari is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting ("AGM"). The Board recommends his re-appointment to the shareholders at the ensuing AGM.

Mr. Shardul Doshi (DIN: 02486626), Independent Director will complete his first 5 years on 22nd September, 2019. Board recommends his re-appointment for a second term of consecutive 5 years w.e.f. 23rd September , 2019 in terms of section 149(10) of Companies Act, 2013 and regulation 25(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 which requires the approval of members by way of special resolution. On the recommendation of the Nomination and Remuneration

Committee, Ms. Juthika Palav (DIN: 08331910) was appointed as an Independent Director of the Company at the meeting of the Board of Directors held on 7th February, 2019 with immediate effect for a period of

5 consecutive years pursuant to Sections 149, 152 and 197 of the Act and the rules made thereunder. The appointment of Ms. Juthika Palav is subject to the approval of the shareholders of the Company at the ensuing AGM.

Mr. Tanmay Bhat resigned as the Company Secretary and Compliance Officer with effect from 20th April, 2019 and Ms. Samruddhi Varadkar was appointed as the Company Secretary and Compliance Officer with effect from 27 th May, 2019.

All the Independent Directors of your company have given declarations that they meet the criteria of

Independence 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.

13) Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(3) of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has framed a Policy relating to the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy includes criteria qualifications,positive attributes for determining and independence of a director and other matters. The functions of the Nomination and Remuneration Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

The policy on the appointment of person as Director and evaluation of Director and Senior Management

Personnel of the Company is available on Company's website at

14) Performance Evaluation

Pursuant to Section 178 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 17 of the Listing Regulations, a formal evaluation of Board's performance and that of its Committees and individual directors has been carried out by the Board. 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 7th February, 2019. The Directors expressed their satisfaction to the outcome of the aforesaid evaluations.

15) Meetings of the Board

Four meetings of the Board of Directors were held during the financial year 2018-19 and the gap between two consecutive board meetings was within the statutory limit. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Report.

16) Committees of the Board

The details of all the Committees of the Board 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.

17) Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act ("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, 2019 and its loss for the year ended on that date; iii) your Directors have taken proper and sufficient care towards the 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, 2019 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.

18) Related Party Transactions ("RPTS")

No RPTs were entered into by the Company during the Financial Year 2018-19. Accordingly, the prescribed Form AOC-2 for RPTs is not given.

The policy on RPTs is hosted on the Company's website at

19) Auditors and their Reports

A. Statutory Auditors & Auditors Report

The members of the Company have appointed M/s. C. S. Chaubey & Co as statutory auditors of the Company for a period of 5 years and they will remain in office until the conclusion of 15th AGM. The Auditor's Report on the Financial Statements of the Company for the Financial Year 2018-19 as submitted by M/s. C. S. Chaubey & Co., did not containanyqualifications,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

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended 31st March, 2019 from M/s. Dhrumil M. Shah & Co, Company Secretary in practice and same is annexed as "Annexure - 1" to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

20) Corporate Governance Report and Management Discussion and Analysis Report

The Corporate Governance Report on compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations and the Management Discussion & Analysis Report form an integral part of this annual report.

21) Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards during the year.

22) 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. The Company did not have any employees during the reporting Financial Year 2018-19.

23) 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 Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - 2 " to this report. During the year under review, there were no foreign exchange earnings and outgoings..

24) 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, 2019 impacting the going concern status and Company's operations in future.

25) 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 Internal Complaints Committee (ICC) to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

number of complaints filed during the financial year Nil
number of complaints disposed of during the financial year Nil
number of complaints pending as on end of the financial year Nil

26) Maintenance of Cost Records

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to the maintenance of cost records are not applicable to the Company.

27) Material Changes and Commitments affecting the financial position of the Company

There has been no material change/commitment affecting the financial position of the Company during the period from the end of the financial year on 31st March, 2019 to the date of this Report. There has been no change in the nature of business of the Company.

28) Extract of Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies

(Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2019 in prescribed Form No. MGT-9 is given in "Annexure - 3" to this Report.

29) 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
Harshvardhan A. Piramal
(DIN: 00044972)
Date: 27th May, 2019
Place: Mumbai


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