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Directors Report of Integra Garments And Textiles Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting their 8th Annual Report and the Audited Financial Statements for the year ended 31st March, 2015 together with the Auditor's Report thereon.

1) FINANCIAL RESULTS

The Company's financial performances for the year under review along with previous year's figures are given hereunder:

(Amount in Rs.) Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

Total Income 17,258 388,131

Profit before Depreciation, Interest (13,17,141) (39,04,969) and Tax

Interest And Finance Expenses 9,19,020 61,54,300

Depreciation 1,50,82,115 1,73,37,557

Profit before tax (1,73,18,276) (2,73,96,826)

Provision for tax NIL NIL

Profit After Tax (1,73,18,276) (2,73,96,826)

Due to continued huge losses coupled with poor business prospectus, your company has discontinued its operations.

2) SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.10.90 Crore. During the year under review, the Company has neither issued any shares not granted stock options nor sweat equity.

3) DIVIDEND

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

4) FIXED DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits.

5) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In the year under review, the Company has not made any investments, advanced any loans or provided any guarantee under the provisions Section 186 of the Companies Act, 2013.

6) STATE OF COMPANY'S AFFAIRS BUSINESS REVIEW

The details of the Company's affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.

7) CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of Companies Act, 2013 and Rules made there under are not applicable to the Company.

8) BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report.

9) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system. The scope of the Internal Audit is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies of the company and suitable corrective actions are taken wherever necessary.

10) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism for Directors and 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 victimization of Director(s) and Employee(s) who avail of the mechanism. In all cases, Directors and Employees have direct access to the Chairman of the Audit Committee. Further, no personnel have been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on Company's website i.e. www.integragarments.com

11) SUBSIDIARIY COMPANIES

Mens Club s.p.a., the Company's subsidiary was liquidated and all the formalities with reference to the liquidation are in advance stage.

12) DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sridhar Rengan and Mr. Shardul Doshi were appointed as Independent Directors of the Company at the Annual General Meeting (AGM) of the Company held on 23rd September, 2014. All Independent Directors of the company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement

During the year under review, Mr. Vijay Kumar Maheshwari stepped down from the Board. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

Further, Ms. Amar Deepika Kashyap was appointed as an Additional Director of the company with effect from 28th March, 2015 pursuant to provisions of Section 149, 161 and other applicable provisions, if any of the Companies Act, 2013 and Rules made thereunder, who shall hold office upto the date of forthcoming Annual General Meeting of the Company. The Company has received notice in writing from members proposing the appointment of Ms. Amar Deepika Kashyap, Additional Director of the Company, for the office of Independent Director, subject to shareholders' approval to be obtained at the ensuing Annual General Meeting of the Company.

We seek your confirmation for appointment of Ms. Amar Deepika Kashyap as Independent Director for a term of five consecutive years on non-rotational basis.

Mr. Jagdish Sharma was appointed as Chief Financial Officer of the Company with effect from 12th February, 2015.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Harsh A. Piramal (DIN:00044972) who is retiring by rotation at this Annual General Meeting (AGM), is eligible for re-appointment.

13) BOARD EVALUTION

During the year under review, pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and Board Committees, experience, competencies, performance of specific duties, obligations and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which refl ected the overall engagement of the Board and its Committees.

14) REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15) COMMITTES AND MEETINGS OF THE BOARD

During the year under review 5 (five) Board Meetings and 4 (four) Audit and Risk Mangement Commitee meetings were convened and held, the details of which are given more specifically in the Corporate Governance Report.

During the year, the Board has constituted several new Committees and also re- constituted some of its existing Committees in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement.

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

16) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if 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, 2015 and its loss for the year ended on that date;

iii. Your Directors have taken proper and sufficient care for 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, 2015 on a going concern basis;

v. The Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17) REALTED PARTY TRANSACTIONS

The related party transaction that was entered into during the fi nancial year was on an arm's length basis and was in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board was uploaded on the Company's website at www.integragarments.com. None of the Directors have any pecuniary relationships or transactions vis-à- vis the Company.

18) AUDITORS

18.1 Statutory Auditors and Audit Reports

The Company's Auditors i.e. M/s. D. Dhadeech & Co., Chartered Accountants, Mumbai have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under Clause 49 of the Listing Agreement, the auditors have also confi rmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Report to the shareholders for the year under review does not contain any qualifications.

18.2 Secretarial Audit and Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Mr. Dhrumil M Shah of M/s Dhrumil M. Shah & Co., Company Secretaries in practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Secretarial Audit report appended as "Annexure A"

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Statutory Auditors of the Company.

19) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSION ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis Report, which form an integral part of this report, are set out as separate Annexures, together with the Certificate from Mr. Dhrumil M. Shah, Practicing Company Secretaries, (FCS No. 8021) regarding compliance with the requirement of Corporate Governance as stipulated in clause 49 of the Listing Agreement

20) EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT 9 is appended as "Annexure B" to this report.

21) 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 provisions of Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are not applicable to your Company.

22) ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The information on Conservation of Energy and Technology absorption under section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure C".

23) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings and outgoings are Nil.

24) SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material order passed by any Regulators or Court or Tribunals during the year ended 31st March, 2015 impacting the going concern status and company's operations in future.

25) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received for Redressal.

26) PREVENTION OF INSIDER TRADING

Your Company has adopted the Code of Fair Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by promoters, Directors and designated employees

27) ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

27th May, 2015 Harsh A. Piramal

Mumbai Chairman


Mar 31, 2014

Dear Members,

1. The Directors present their 7th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

2. Financial Results

[Amount in Rs.]

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Total Income 3,88,131 36,98,40,989

PBIDTA (39,04,969) 8,55,60,796

Interest and Finance Expenses 61,54,300 2,52,08,327

Depreciation 1,73,37,557 4,46,68,982

Profit / (Loss) before tax (2,73,96,826) 1,56,83,487

Provision for Tax - -

Profit/ (Loss) after Tax (2,73,96,826) 1,56,83,487

Due to continue huge losses coupled with poor business prospectus, your company has discontinued its operation.

3. Dividend

In view of continuous losses , Directors do not recommend any dividend on the Shares of the Company.

4. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to this report.

5. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Dhrumil M. Shah & Co., Practising Company Secretaries, and confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

6. Directors

During the year, Mr. Pramod Akhramka ceased to be the Director of the Company with effect from 4th March, 2014. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

The Board of Directors on 10th February, 2014 appointed Mr. Shardul Doshi as an Additional Director of the Company. Mr. Shardul Doshi holds office up to the date of ensuing Annual General Meeting. In accordance with the provisions of Section 149 of the Companies Act, 2013 it is proposed to appoint Mr. Sridhar Rengan, and Mr. Shardul Doshi, as Independent Directors of the Company for a period of 5 (five) consecutive years w.e.f. conclusion of 7th Annual General Meeting of the Company. The Independent Director will not be liable to retire by rotation. The Company has received, as per the provision of Section 160 of the Companies Act, 2013 notices in writing from members proposing the appointment of Mr. Sridhar Rengan and Mr. Shardul Doshi as Directors of the Company , subject to shareholders'' approval. Mr. R. K. Rewari, Director of the Company retires by rotation at the 7th Annual General Meeting and being eligible offers himself for re-appointment which the Board recommends.

Your Board recommends all of the above for your approval in the ensuing Annual General Meeting.

7. Subsidiary Company Men''s Club s.p.a.

The company is under voluntary liquidation. Consequently, Board of Directors of Men''s Club s.p.a. has ceased to exist and a liquidator has been appointed to oversee the affairs.

8. Auditors

The Auditors, M/s. D. Dadheech & Co., retire at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends their re-appointment as the Auditors to audit the accounts of the Company for the financial year 2014-2015.

The Company has received a confirmation from M/s. D Dadheech & Co. to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified within the meaning of the said Act.

9. Particulars of Employees

There was no employee in receipt of remuneration prescribed under Section 217 (2A) of the Companies Act, 1956 and rules made thereunder.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

a. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. 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, 2014 and its loss for that year;

c. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. Though the Company has discontinued its operation, your Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

12. Conservation of energy and technology absorption

A statement showing particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, in the prescribed forms (Form A and Form B) is attached herewith and marked as Annexure A.

13. Foreign Exchange earnings and outgo

During the year under review, foreign exchange earnings and outgoings are nil.

14. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits neither does it have any unclaimed / unpaid fixed deposits.

15. Acknowledgments

We owe all our employees, customers, bankers and vendors our gratitude for their co-operation and continued support.

By Order of the Board

Place: Mumbai R. K. Rewari Shardul Doshi Date: 12th August, 2014 Managing Director Director

 
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