| 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-…-
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 |